11 88 0 Solutions AG — Interim / Quarterly Report 2012

May 3, 2012

Letter from the Management Board

Dear Shareholders,

every entrepreneur agrees that when establishing a business, this initially concerns fast growth of turnover, in order to quickly become competitive. In the previous years, we have also measured the company transformation of telegate primarily by the indicator revenues dynamics of the new business sector advertising sales. Today, the segment contributes a share of 35 percent in the group´s proceeds and has grown by 5 percent in the first quarter 2012. This is a more moderate growth than in the previous years, however, it is in line with our planning! In the long term we intentionally focus on customer satisfaction and the improvement of proceeds in the media business – which will result in a more moderate growth of revenues, but with a significantly improved profitability at the same time.

Operational focus: increasing customer loyalty

As presented just a couple of weeks ago within the scope of publishing our business results 2011, we consider customer satisfaction and loyalty as the important reference for a significant margin improvement of advertising sales. But when is a customer satisfied? In addition to factors such as range of products and price/performance ratio, soft and emotional factors such as personal support and service have a vital role. During the first weeks of the year, we have established a basis for customer loyalty by structural and comprehensive process and organizational changes in sales and existing customer management. Within our "early churn warning system" and the development of contract extensions, we can already see initial positive signals. However, we will feel the full effect of these measures within the course of the coming quarters, when newly acquired media customers also extend their contracts.

Transparency, reach and product innovations for advertisers

Just like you, dear shareholders, our business customers are only really satisfied if their investment with telegate is yielding provable profit. Since the beginning of the year, we offer our business customers a personal reporting tool, the "customer portal", which at a glance simply proves what reach and visitor numbers are generated month per month by the booked advertising product. Especially in terms of reach, we took an important step forwards during the previous weeks: telegate set a new all-time record with 88 m search requests via all channels – excluding CD-ROMs – in the first quarter 2012. According to current IVW (Information Association for the Establishment of the Distribution of Advertising Media) figures, our online offer is the most popular online business portal in Germany today.

The mobile internet is the driver of this boom in particular: telegate apps for iPhone, Android, Blackberry and co. have been downloaded to German smartphones more than 1.4 m times and already generate around 5 m search requests per month. In Febuary 2012 telegate once more proved its innovative power with the launch of the local search app for the iPad. This product innovation is not only praised by experts and specialized trade journals. This new local search type also offers our business customers unpredicted multimedia advertising opportunities.

Profit situation: on track for 2012

As you can see, the first quarter 2012 gives reasons to be optimistic. However, as expected, we could not stop the negative demand trend due to market factors of the highly-profitable DA business – and it has direct effects on earnings. To stabilize the profit situation, it is important to cushion the decline in revenues and profits by optimized capacity control, the best-possible customer service and additional cost optimizing measures. It is pleasing, that we are in line with our annual guidance of EBITDA before non-recurring items of € 10 m - € 12 m. This shows, that planning was successful. We are convinced that we will be even more successful in operational terms by the initiated measures.

We would be pleased, if you as shareholder of our company, continue to accompany us on this exciting and challenging track of the company transformation. Last but not least, you can also look forward that our data cost reclamation claims against Deutsche Telekom AG will presumably be finally decided within the next months. Thus, most likely there will be a high inflow of liquid assets for our company!

Planegg-Martinsried, May 03, 2012 The Management Board of telegate AG

Key Financial Figures

in m Euro	3M 2012	3M 2011	Variance absolute	Variance in Percent
Revenues & profit
Revenues	25.2	28.2	-3.1	-11%
EBITDA1 before non-recurring items	2.7	3.7	-0.9	-26%
EBITDA	1.9	3.4	-1.5	-44%
Operating income / loss (EBIT)	0.1	1.4	-1.3	-95%
Net income	0.2	1.3	-1.2	-87%
Balance Sheet
Balance sheet total	112.5	128.7	-16.2	-13%
Cash & cash equivalents2	37.6	47.4	-9.8	-21%
Equity	62.5	69.8	-7.3	-10%
Equity ratio	56%	54%	-	2%
Cash Flow
Operating cash flow	-1.1	-0.3	-0.8	-271%
Investments	-0.5	-1.3	0.8	-59%
Net Cash Flow3 (before M&A)	-1.5	-1.4	-0.1	-8%
KPI telegate share
Earnings per share (in Euro)	0.01	0.07	-0.06	-87%
Share price4 (in Euro)	6.00	8.02	-2.02	-25%
Market capitalization	114.7	153.3	-38.6	-25%
Employees
Number of employees5	1,431	1,847	-416	-23%

1Earnings before interest, tax and depreciation

2 Cash and cash equivalents (< 3 months), short-term fixed deposit investments (> 3 months) as well as short-term available for sale financial assets at the end of reporting period

3Operating CF + investing CF +/- interest income/expenses

4XETRA-closing prices as of last trading day in 1st quarter

5 Headcount as of March 31

Management Report€

At a glance: 3-months report 2012

telegate continued its transformation strategy and started the new annual year according to plan. The share of the Media business in group revenues amounts to 35 percent in the first three months 2012 and thus increased again by several percentage points compared the same period of the previous year. As expected, the growing Media business can still not compensate the classic DA business declining due to market factors and thus group revenues continued to decrease compared to the previous year. Earnings (EBITDA) before non-recurring items is according to plan within the margin for the full year of € 10 m - € 12 m of the profit guidance published at the beginning of the year, however, is below the previous year´s level, as expected.

With a total of more than 88 m search requests via all channels, telegate set an all-time record again in the first quarter 2012 and confirms its leading role as Internet service provider in the Local search sector in Germany. In particular, the use of mobile DA services becomes increasingly popular. In addition to the constant further development of the Local search Apps, the product family was expanded by two "topic Apps" FINANZEN mobile and AUTO mobile in the first quarter. Furthermore, an Application for the iPad ("klicktel for iPad") is available in the App-Stores since March which provides the customer with a couple of new features in this version. telegate intends to respond to the needs of the users even better with its state-of-the-art products, to differentiate itself from the competition also in the long term.

In addition to a healthy growth in the new customer business sector, sales focus was particularly on the improvement of customer loyalty. It shall be increased by a revised customer support concept and thus the churn rate will be reduced in a long term. Initial success in the implementation of the new orientation was already observed in the first quarter.

Financial situation

Profit situation

Group revenues of telegate in the amount of € 25.2 m in the first quarter were approx. 11 percent below the previous year's figure of € 28.2 m. As expected, the decline of the classic DA business could not be compensated, in spite of a slightly growing Media business.

Due to optimization measures in the cost of revenues sector, the gross profit margin remained stable at 59 percent compared to the previous year. Selling and distribution costs decreased only slightly in the first quarter 2012, however, general administration expenses adjusted by non-recurring items were reduced significantly. Group earnings before interest and taxes, amortization and depreciation (EBITDA) adjusted by non-recurring items decreased from € 3.7 m to € 2.7 m within the expected range. As expected, total nonrecurring items for capacity adjustments in the administration sector, in particular, accrued in the amount of € 0.8 m (previous year: € 0.3 m) in the first quarter 2012. Analogous to revenues and EBITDA, earnings after taxes (Net income) in the amount of € 0.2 m in the first quarter was below the previous year´s level of € 1.3 m.

Net worth and financial position

Investments

Total investments amounted to € 0.5 m in the first quarter 2012 and thus are significantly below the previous year's level of € 1.3 m. Purchases primarily concerned the modernization of the classic DA business technology, expenditure in the CRM system sector as well as acquisitions regarding the IT modernization of the administration sectors.

Balance sheet

The balance sheet quality of telegate is also very solid in the first quarter 2012. The balance sheet total decreased compared to the previous year from € 128.7 m to € 112.5 m. The reason for a decrease on the assets side is a decline of liquid assets, in particular primarily due to the dividend payment in 2011 - as well as a decrease of intangible assets. The latter primarily results from a scheduled depreciation of the customer base of the Media sector within the scope of the acquisition of telegate Media AG (former klicktel AG). The decrease of the liabilities side is primarily attributable to an equity reduction within the scope of the dividend payment performed in June 2011 as well as a reduction of current liabilities. The equity ratio of telegate amounts to 56 percent as of March 31, 2012 and improved slightly compared to the previous year (March 31, 2011: 54 percent).

Cash flow & Financing

Due to the lower profitability, the operating cash flow (cash inflow and outflow from current business activities) decreased from € -0.3 m to € - 1.1 m compared to the previous year. Due to annual payments the operating cash flow tends to be always less in the first quarter than in the subsequent 3 quarters.

The cash flow from investing activities (investments and M&A activities) amounted to € -0.5 m in the first three months and is significantly below the previous year´s level (previous year: € -45.3 m). With regard to the previous year´s cash flow, it should be taken into account that the fixed-term deposit investment with Seat in the amount of € 44.0 m for investments with a term of more than three months was still included.

The cash flow from financing activities decreased from € 0.2 m to € 0.1 m compared to the previous year due to lower interest income.

The net cash flow (operating cash flow + cash flow from investing activities +/- interest income/expenses) decreased only slightly from € -1.4 m to € -1.5 m. Here, the lower profitability was almost fully compensated by lower expenditure for investment projects.

The above-named items resulted in a decrease of cash and cash equivalents to € 37.6 m (December 31, 2011: € 39.0 m, March 31, 2011: € 47.4 m).

Segment report

Germany/Austria

The reach of the information offers for consumers and users continued to show a very good development. In terms of visits, an all-time high of 38 m was reached again with the two portals "11880.com" and "klicktel.de" in the first quarter 2012. Compared to the same period of the previous year, this corresponds to an increase of more than 70 percent and approx. 16 m visits respectively (previous year: 22 m visits). It is encouraging that telegate with its Online portals is clearly ahead again of the offer of Gelbe Seiten and even expanded its lead further.

The new product concept in the Media sector launched in 2011 was well accepted by telegate customers. Especially the expanded offer around the preparation of company websites made an important contribution to respond even better to the individual requirements of businesspersons towards an efficient Online marketing.

There was initial success with regard to an improved customer loyalty in the first quarter 2012. The churn rate, which is the relevant control ratio here, showed a positive trend and decreased slightly via all sales channels in the first quarter. This was achieved with several measures in the previous quarters. A further declining churn rate is expected in the future which should be positively affected by the changed customer support concept, in particular.

Revenues of the business sector Media increased moderately by 4 percent to € 8.8 m in the previous reporting period (previous year: € 8.5 m). The share of the Media business in total revenues of the segment Germany/Austria amounts to approx. 38 percent by now (previous year: 33 percent). On a full cost basis, 3-months earnings (EBITDA) before non-recurring items amounts to € -2.9 m. This corresponds to an improvement of € 0.7 m compared to the previous year (previous year: € -3.6 m).

Revenues of the classic DA business decreased by 16 percent to € 14.6 m compared to the previous year (previous year: € 17.4 m). We have succeeded here again to partly compensate the volume decline by higher revenues per caller. Earnings on a full cost basis (EBITDA) before non-recurring items decreased by 23 percent to € 5.6 m in the first three months (previous year: € 7.2 m).

Total revenues of the segment Germany decreased by € 2.5 m and 9 percent respectively to € 23.4 m (previous year: € 25.9 m). Segment earnings (EBITDA) before non-recurring items decreased by € 1.0 m to € 2.6 m compared to the same period of the previous year (previous year: € 3.6 m).

Spain

The declining volume trend in the classic DA market continues. By exploiting further potential in the revenues per caller sector, we succeeded in partly thwarting the Volume trend in terms of revenues.

The positive trend in Traffic development also continued in the first quarter 2012. With access figures of an average of 2.1 m per month, telegate is in the second place in the Local search sector on the Internet in the Spanish market environment.

Total revenues of the Spanish subsidiary amount to € 1.7 m in the first three months and decreased by € 0.6 m compared to the previous year (previous year: € 2.3 m). Earnings (EBITDA) before non-recurring items amount to € 0.1 m and thus was stabilized compared to the previous year (previous year: € 0.1 m). There were also positive effects here regarding the total costs which were achieved by the closure of the own Call Center and full relocation of Operations to Outsourcing.

Outlook

As shown by the current business development, a growth of revenues of the Media sector was achieved again in the core market Germany in the first quarter. However, growth of 4 percent was lower than recorded in the previous quarters. This is directly attributable to the high focus on customer satisfaction as well as margin improvement. Thus, it cannot be assumed currently that the decline in revenues of the classic DA business can be fully compensated.

Focus of the Media sector is on a significant improvement of the profit situation, in addition to a moderate growth of revenues. This shall be particularly achieved by the implementation of additional cost reduction measures, improved sales performance and further reduction of the churn rate of existing customers. With regard to the classic DA business sector, it is still important to absorb the decline in revenues and earnings by an optimized capacity control and the best possible customer service. Here, telegate is well on track and confirms in an overall consideration the profit guidance (EBITDA) before non-recurring items in the amount of € 10 m - € 12 m delivered for the full year 2012.

Employees

The telegate group employed a total of 1,431 employees (headcount, without trainees, mini-jobs and dormant employments) by March 31, 2012, which corresponds to a decline of 23 percent compared to the previous year (previous year: headcount 1,847). Here, the decline is primarily attributable to capacity adjustments in the declining DA business Germany as well as the closure of the own Call Center in Madrid by the end of 2011.

Planegg-Martinsried, April 25, 2012 The Management Board

Consolidated Income Statement (IFRS)

	3-Months Report (unaudited)
in kEUR	3M 2012	3M 2011*
Revenues	25,153	28,216
Cost of revenues	-10,291	-11,574
Gross Profit	14,862	16,642
Selling and distribution costs	-11,174	-11,504
General administrative expenses	-3,597	-3,696
Other operating income	2	0
Other operating expense	-24	-43
Operating income	69	1,399
Interest income	138	539
Interest expense	-1	-3
Loss on foreign currency translation	-1	-3
Financial income	121	513
Income before income tax	190	1,912
Income tax - current	-509	-1,137
Income tax - deffered	492	569
Income tax	-17	-568
Net income	173	1,344
Attributable to:
Owners of the parent	173	1,344
Non-controlling interests	0	0
	173	1,344
Earnings per share - basic and dilutive, for net income for the
reporting period attributable to ordinary equity holders of the
parent (in euro)	0.01	0.07

* Amounts changed according to IAS 8 (see note 4 in consolidated financial statements 2011).

Consolidated Statement of Comprehensive Income (IFRS)

	3-Months Report (unaudited)
in TEUR	3M 2012	3M 2011*
Net income	173	1,344
Foreign currency translation differences	1	1
Sum of the result which is recorded directly in equity	1	1
Total comprehensive income	174	1,345
Attributable to:
Owners of the parent	174	1,345
Non-contolling interests	0	0
	174	1,345

* Amounts changed according to IAS 8 (see note 4 in consolidated financial statements 2011).

Consolidated Balance Sheets (IFRS)

Assets in kEUR	Mar 31, 2012	Mar 31, 2011*	Dec 31, 2011
Current assets
Cash and cash equivalents	37,572	3,396	39,048
Trade accounts receivable	31,871	33,030	32,988
Current tax assets	742	5	647
Other financial assets	1,193	45,103	1,342
Other current assets	5,317	5,556	4,325
Total current assets	76,695	87,090	78,350
Non-current assets
Goodwill	6,715	7,474	6,715
Intangible assets	16,504	20,920	17,692
Property and equipment	3,826	5,091	4,120
Other financial assets	309	502	358
Other non-current assets	313	350	348
Deferred tax asset	8,111	7,223	7,919
Total non-current assets	35,778	41,560	37,152
Total assets	112,473	128,650	115,502

Liabilities & shareholders' equity in kEUR	Mar 31, 2012	Mar 31, 2011*	Dec 31, 2011
Current liabilities
Trade accounts payable	1,570	1,571	1,961
Accrued liabilities	11,385	14,462	14,576
Provisions	1,550	2,901	1,622
Current tax liabilities	8	999	8
Other financial liabilities	0	575	0
Other current liabilities	30,091	31,363	29,320
Total current liabilities	44,604	51,871	47,487
Non-current liabilities
Provisions	608	729	628
Deferred tax liability	4,740	6,224	5,040
Total non-current liabilities	5,348	6,953	5,668
Total liabilities	49,952	58,824	53,155
Shareholders' equity
Share capital	19,111	19,111	19,111
Additional paid in capital	32,059	32,059	32,059
Other revenue reserves	24,401	22,798	24,401
Retained earnings	-13,050	-4,143	-13,223
Accumulated other comprehensive income	0	1	-1
Equity attributable to owners of the parent	62,521	69,826	62,347
Total shareholders' equity	62,521	69,826	62,347
Total liabilities & shareholders' equity	112,473	128,650	115,502

* Amounts changed according to IAS 8 (see note 4 in consolidated financial statements 2011).

Consolidated Statement of Cash Flows (IFRS)

in kEUR	3M 2012	3M 2011*
Cash flows from operating activities
Income before income tax Adjustments for:	190	1,912
Amortisation and impairment of intangible assets	1,475	1,562
Depreciation and impairment of property and equipment	371	475
Loss on disposal of property and equipment	11	29
Gain from goverment grants	-4	-13
Interest income	-138	-539
Interest expense	16	23
Loss on foreign currency translation	1	3
Valuation allowance for trade accounts receivable	86	40
Changes in non-current provisions	-17	-20
Changes in other non-current and financial assets	89	33
Operating profit before changes in operating assets & liabilities	2,080	3,505
Changes in operating assets and liabilities:
Trade accounts receivable	852	375
Other current and financial assets	-861	-761
Trade accounts payable	-50	-691
Current provisions	-71	58
Accrued expenses, other current and financial liabilities	-2,421	-621
Income taxes paid	-604	-2,155
Cash used in operating activities	-1,075	-290
Cash flows from investing activities
Capitalized intangible assets	-395	-382
Purchase of property and equipment	-150	-956
Proceeds from sale of property and equipment	6	23
Proceeds from government grants	4	13
Net change in short-term fixed deposit investments (> 3 months) Cash used in investing activities	0 -535	-44,000 -45,302
Cash flows from financing activities
Purchase of treasury shares	0	-12
Interest received	140	243
Interest paid	-4	-9
Cash from financing activities	136	222
Effect of exchange rate changes on cash and cash equivalents	-2	-2
Change in cash and cash equivalents	-1,476	-45,372
Cash and cash equivalents at the beginning of reporting period	39,048	48,768
Cash and cash equivalents at the end of reporting period	37,572	3,396
Cash and cash equivalents (< 3 months), short-term fixed deposit investments (> 3 months) as well as short-term available for sale
financial assets at the end of reporting period	37,572	47,396

* Amounts changed according to IAS 8 (see note 4 in consolidated financial statements 2011).

Consolidated Statement of Shareholders' Equity (IFRS)

in kEUR	Share capital	Additional paid-in capital	Treasury shares	Other revenue reserves	Retained earnings	Accum. other comprehen sive income (loss)	Total	Total equity
Balance at Jan 1, 2012	19,111	32,059	0	24,401	-13,223	-1	62,347	62,347
Net income	-	-	-	-	173	-	173	173
Foreign currency translation	-	-	-	-	-	1	1	1
Sum of the result which is recorded directly in equity	-	-	-	-	-	1	1	1
Total comprehensive income	0	0	0	0	173	1	174	174
Balance at Mar 31, 2012	19,111	32,059	0	24,401	-13,050	0	62,521	62,521
Balance at Jan 1, 2011*	21,235	29,935	-14,951	37,758	-5,487	0	68,490	68,490
Net income	-	-	-	-	1,344	-	1,344	1,344
Foreign currency translation	-	-	-	-	-	1	1	1
Sum of the result which is recorded directly in equity	-	-	-	-	-	1	1	1
Total comprehensive income	0	0	0	0	1,344	1	1,345	1,345
Purchase of treasury shares	-	-	-9	-	-	-	-9	-9
Redemption of treasury shares	-2,124	2,124	14,960	-14,960	-	-	0	0
Balance at March 31, 2011	19,111	32,059	0	22,798	-4,143	1	69,826	69,826

Equity attributable to owners of the parent

* Amounts changed according to IAS 8 (see note 4 in consolidated financial statements 2011).

Segment Report (IFRS)

Activities of the telegate group are classified in operating segments for the purpose of management control. In addition to the historically developed regional segmentation of Germany/Austria and Spain, an additional subdivision is made within the segment Germany/Austria, according to directory assistance solutions and Media. The business segment "directory assistance solutions" offers the user information and directory assistance services via various service channels in Germany and Austria. The business segment "Media" provides advertising services for SMEs mainly in Germany. The business segment "Spain" comprises all activities on the Spanish market, which almost exclusively take place in the directory assistance solutions sector.

The prevailing measurement standards of the Management Board correspond to those in the consolidated financial statements of the group and are presented in this report on the same basis. Performance rating of the segments as well as allocation of resources to the segments is mainly made based on operating results.The management controls the segments on the basis of earnings indicators (up to EBITDA) and allocations of investments. Control of capital allocation (debts and assets) at business sector level is not made within the segment Germany/Austria. Sales between the segments are shown in the balance sheet with amounts comparable with sales to third party customers and are eliminated within the scope of consolidation.

	Germany / Austria
in TEUR	Directory Assistance Solutions	Media	sum	Spain	Reconciliation	telegate group
01.01.2012 - 31.03.2012
Revenues
External revenues	14,584	8,837	23,421	1,732	0	25,153
Inter-segment revenues	1	0	1	0	-1	0
Total revenues	14,585	8,837	23,422	1,732	-1	25,153
Earnings
EBITDA	5,209	-3,410	1,799	116	0	1,915
Depreciation and amortization	-903	-855	-1,758	-88	0	-1,846
Financial income	54	58	112	9	0	121
Income (loss) before income tax	4,360	-4,207	153	37	0	190

		Germany / Austria
	Directory Assistance Solutions	Media	sum	Spain	Reconciliation	telegate group
01.01.2011 - 31.03.2011
Revenues
External revenues	17,389	8,487	25,876	2,340	0	28,216
Inter-segment revenues	4	0	4	0	-4	0
Total revenues	17,393	8,487	25,880	2,340	-4	28,216
Earnings
EBITDA	7,161	-3,603	3,558	-122	0	3,436
Depreciation and amortization	-1,057	-904	-1,961	-76	0	-2,037
Financial income	249	256	505	8	0	513
Income (loss) before income tax	6,353	-4,251	2,102	-190	0	1,912

Notes to the Consolidated Financial Statements

1 Description of consolidated financial statements

The business operations of telegate AG comprises the performance of telecommunications services of all kinds, the design and marketing of information data bases and marketing advertisements as well as the performance of DA services (directory assistance services) via the subscribers in public telephone networks and other DA services at home and abroad.

The consolidated interim financial statements of telegate AG and the subsidiaries included in the financial statements were prepared in accordance with the accounting standards of the International Accounting Standards Board (IASB) and the International Financial Reporting Standards (IFRS) - as applicable in the European Union - by March 31, 2012.

The interim financial report is prepared in compliance with IAS 34 Interim financial reporting. Furthermore, all International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) as well as the Interpretations of the IFRS Interpretations Committee (formerly IFRIC), that were mandatory applicable per March 31, 2012, were complied with.

The consolidated interim financial report of telegate AG (hereinafter also the group/telegate/telegate group/company) is stated in Euro (EUR). Unless stated otherwise, all values were rounded to thousand (kEUR). For computational reasons, rounding differences of the mathematically exact values may occur in tables and references.

Preparation of the consolidated financial statements is basically made by using the acquisition cost concept.

telegate AG is a stock corporation with seat in Martinsried near Munich, Germany. The shares of telegate AG are traded publicly.

The consolidated annual financial statements and corporate management report prepared by December 31, 2011 are submitted to the provider of the electronic Federal Official Gazette and electronically published in the Federal Official Gazette.

2 Summary of main accounting and valuation principles

The accounting policies adopted in the preparation of this consolidated interim financial report are consistent with those followed in the preparation for the group's consolidated annual financial statements for the fiscal year 2011 except for the changes which are explained as follows.

3 Changes of accounting and valuation principles

IFRS 7 Financial instruments: disclosures

The amendments make it possible for users of financial statements, to get a better insight into transactions for the purpose of the transfer of assets (e.g. securitizations), including an insight into possible effects of the risks still remaining with the delivering company.

The amendments of IFRS 7 were published in October 2010 and shall be applied for the first time for annual years starting on or after July 01, 2011. There were no effects on the net worth position, the financial position and the profit position of the group due to the initial application, because the standard concerns the disclosure requirement.

4 Future changes of accounting and valuation principles

IAS 12 Income taxes

The amendment provides that deferred tax assets and deferred tax liabilities of certain assets (real estate with fair value valuation according to IAS 40) are measured based on the refutable assumption that the book value of these assets is fully recovered full by the sale. For non-depreciable property, plant and equipment measured according to the revaluation method, sales shall be presumed at any time.

The amendment of IAS 12 was published in December 2010 and shall be applied for the first time for annual years starting on or after January 01, 2012, however incorporation in European law has not taken place till now. There would be no effects on the group´s net worth, financial and profit positions from the application of this amendment, because these facts currently do not concern telegate.

5 Related party disclosures

Business transactions between the company and its subsidiaries which are considered as related companies were eliminated by consolidation and are not disclosed in these notes.

Related companies include telegate Holding GmbH (Planegg), which holds a majority stake of 61.13% in telegate AG. All shares in telegate Holding are ultimately held by Seat Pagine Gialle S.p.A. (Milan). SEAT has a direct holding of 16.24% in telegate AG and through the arrangement outlined above an indirect holding of 61.13%.

The ultimate parent company is Seat Pagine Gialle S.p.A. (Milan).

Terms and conditions of related party transactions

Services are rendered or received at standard market conditions. Outstanding receivables and liabilities at the reporting date are not hedged and are non-interest-bearing. No valuation adjustments were made for receivables from related companies in either the financial year under review or in the previous year. Financial assets bear interest at normal market rates. Interest income is reported in the period to which it relates in accordance with the accrual principle.

Transactions with related companies

Fixed deposit investments

telegate AG invested fixed-term deposits with SEAT Pagine Gialle S.p.A. until mid of the year 2011. Current fixed-term deposits with a term of no more than 3 months were shown as liquid assets in cash equivalents and fixed-term deposits with a term of more than 3 months were shown in other financial assets.

No fixed-term deposits were invested by SEAT Pagine Gialle S.p.A. in the actual reporting period.

With SEAT were invested fixed-term deposits with a term of more than 3 months in the amount of EUR 44,0 m and fixed-term deposits with a term of no more than 3 months in the amount of EUR 2,0 m as at 31st March of the previous year. The interest income for these fixed-term deposits amounted to EUR 0.5 m. As at March 31, 2011, EUR 0,4 m were accrued and shown as other financial assets.

Services rendered or received

As at March 31, 2012, telegate AG has receivables in the amount of EUR 0.1 m (2011: EUR 0.1 m) against the SEAT group.

Transactions with related persons

As of March 31, 2012, employees of the SEAT group were members of telegate AG´s Supervisory Board. These persons are entitled to Supervisory Board payments in the amount of kEUR 60 (2011: kEUR 35), which were recorded correspondingly as current liabilities.

Special item within the income statement

Capacity adjustments were made in the current fiscal year. The resulting of these non-recurring item of the profit and loss statement amounts to kEUR 821 (2011: kEUR 269) and is included in cost of revenues, selling and distribution costs and general administrative expenses.

6 German Corporate Governance Code

The joint declaration of compliance by the management board and supervisory board of telegate AG, in accordance with section 161 AktG (Stock Corporation Law), relating to the Corporate Governance Code, was declared on December 07, 2011. The exact wording of the declaration can be retrieved under www.telegate.com.

Planegg-Martinsried, April 25, 2012

The Management Board

www.telegate.com

telegate AG • Fraunhoferstraße 12a • 82152 Martinsried