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SoLocal Group Interim / Quarterly Report 2025

Jul 31, 2025

1676_ir_2025-07-31_13ef8d71-e81f-4ebd-af0d-4f1bc88d685b.pdf

Interim / Quarterly Report

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Financial report 30 June 2025

Board of Directors' meeting of 30 July 2025

Solocal Group

European company with a Board of Directors and capital of €357,398.45 Registered office: 204 Rond-Point du Pont de Sèvres, 92100 Boulogne-Billancourt Nanterre Trade and Companies Register no. 552 028 425

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CONTENTS

1. ACTIVITY REPORT AS AT 30 JUNE 2025 3
1.1 Overview 3
1.2 Commentary on the results for the period ended 30 June 2025 4
1.3 Order backlog analysis 4
1.4 EBITDA analysis 4
1.5 Analysis of the other items in the income statement 5
1.6 Consolidated cash flow presentation 7
1.7 Consolidated liquidity, capital resources and capital expenditure 8
1.8 Capital expenditure 9
1.9 Outlook for 2025 9
1.10Subsequent events 9
1.11Assessment of the financial impact of environmental risks 9
1.12Transactions with related parties 9
1.13Information on the main risk factors and uncertainties 9
1.14Definitions 10
2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 11
3. STATEMENT BY THE PERSON RESPONSIBLE FOR THE REPORT
1129

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1. ACTIVITY REPORT AS AT 30 JUNE 2025

1.1 Overview

Solocal Group operates in the "Digital" sector and generated revenue of €164.1 million in the first half of 2025. This revenue breaks down as follows across the following offerings:

  • The Connect offer enables VSEs and SMEs to manage their digital presence on PagesJaunes and over the entire web (several dozen media in total including Google, Facebook, Bing, Tripadvisor, Instagram, etc.) in just a few clicks, in real time and autonomously, via a single mobile app, or a web interface. This offer also has a number of relational features to facilitate interactions between businesses and their customers, including instant messaging, appointment booking and Click & Collect.
  • Connect generated revenue of €39.0 million in the first half of 2025 and is sold on a subscription basis with auto-renewal.
  • The Booster offer enables businesses to augment their digital visibility beyond their natural online presence with a view to expanding market share locally. This offer includes the Ranking service and generated revenue of €95.9 million in the first half of 2025.
  • Solocal's Website range takes care of the creation and ranking of customers' websites. It is offered at various price points and is also sold on a subscription basis with auto-renewal. The Website range generated revenue of €29.2 million in the first half of 2025.

The Connect and Booster ranges are designed for VSEs/SMEs and are also available for large network accounts.

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1.2 Commentary on the results for the period ended 30 June 2025

Consolidated income statement for the periods ended 30 June 2025 and 30 June 2024

(In thousands of euros) Notes 30 June
2025
30 June
2024
Revenue
Net external expenses
Personnel expenses
Restructuring costs
5 164,092
(52,369)
(83,916)
(146)
163,799
(64,243)
(74,729)
(1,013)
EBITDA 27,661 23,813
Depreciation and amortisation
Gain (loss) on loss of control
(17,647)
-
(24,856)
-
Operating income 10,014 (1,043)
Financial income
Financial expenses
588
(4,056)
415
(33,058)
Net financial income (expense) 7 (3,468) (32,643)
Income before tax from continuing operations 6,546 (33,686)
Corporate income tax 6 (1,096) (350)
Net income from continuing operations 5,450 (34,036)
Net income from discontinued operations - -
Net income for the period 5,450 (34,036)

1.3 Order backlog analysis

Revenue

Revenue for the first six months of 2025 amounted to €164.1 million, up 0.2% versus the first half of 2024. On a like-for-like basis, i.e. excluding Regicom, which was integrated on July 31, 2024, it was down 13.3% at mid-year.

Order backlog

In millions of euros 30 June 2025 31 December 2024
Total order backlog – end of period 220.2 209.6

The Group's order backlog stood at €220.2 million at 30 June 2025 compared to €209.6 million at 31 December 2024.

1.4 EBITDA analysis

EBITDA came to €27.7 million in the first half of 2025, up €3.8 million compared to the first half of 2024. The EBITDA margin as a percentage of revenue was thus 16.9%, up 2.4 percentage points compared to H1 2024. Revenue was stable compared to the previous half-year, supported by the

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contribution of Regicom, in line with expectations. The margin improved as a result of better cost management and the absence of restructuring costs this year.

Net external expenses

External expenses amounted to €52.4 million in the first half of 2025, down 18% compared to the same period in 2024. This significant decrease occurred despite the integration of costs related to the integration of Regicom. It is mainly due to non-recurring effects that impacted the first half of 2024, in particular the implementation of a new information system that led to collection difficulties, as well as the optimization of certain expense items, namely savings in rental costs following the renegotiation of the Citylights 2 lease at the end of 2024.

Personnel expenses

Personnel expenses amounted to €83.9 million in the first half of 2025, up 12% mainly due to the integration of Regicom. On a like-for-like basis, they remained stable despite a decline in revenue. This stability is due to limited staff attrition, particularly in support functions. The maintenance of resources reflects the desire to preserve key skills. This control of headcount accompanies the ongoing transformation.

The Group had a workforce of 2,092 people as at 30 June 2025 (excluding long-term absence) including 35% in sales. The staff count was 2,159 on 31 December 2024.

Non-recurring items

Non-recurring items amounted to an expense of €0.1 million and do not require any comment on our part.

1.5 Analysis of the other items in the income statement

Operating income

The table below shows the Group's operating income in H1 2025 and H1 2024:

In millions of euros 30 June
2025
30 June
2024
Change
2025/2024
EBITDA 27.7 23.8 16.2%
As % of revenue 16.9% 14.5% 16.0%
Depreciation and amortisation (17.6) (24.9) -29.0%
Operating income 10.0 (1.0) 1,059.9%
As % of revenue 6.1% -0.6%

Depreciation and amortisation

Depreciation and amortisation amounted to €17.6 million in the first half of 2025, down 29% compared to the same period in 2024. This change is due to lower allocations to tangible fixed assets following the renegotiation of the Citylights lease at the end of 2024, which reduced office space, and lower allocations to intangible fixed assets following the accelerated depreciation of certain softwares at the end of 2024.

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Net income for the period

The table below shows the Group's operating income in H1 2025 and H1 2024:

In millions of euros 30 June 30 June Change
2025 2024 2025/2024
Operating income 10.0 (1.0) -1,059.9%
As % of revenue 6.1% -0.6%
Financial income 0.6 0.4 41.5%
Financial expenses (4.1) (33.1) -87.7%
Net financial income (expense) (3.5) (32.6) -89.4%
Income before tax 6.5 (33.7) -119.4%
Corporate income tax (1.1) (0.3) 213.2%
Net income for the period 5.5 (34.0) -116.0%

The consolidated result before tax was a profit of €6.5 million for the first half of 2025 compared to a loss of €(33.7) million for the first half of 2024. This result is mainly due to the decrease in financial expenses as a result of the financial restructuring. Interest expense amounted to €2.8 million compared to €13 million in the first half of 2024. Restructuring costs of €18.8 million were recognised in the first half of 2024.

A corporate income tax expense of €(1.1) million was booked for the first half of the year compared to a tax expense of €(0.3) million for H1 2024.

The Group's consolidated net result was positive for the first half of 2025, at €5.5 million, compared to a loss of €(34.0) million for the first half of 2024.

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1.6 Consolidated cash flow presentation

Cash flow statement 30 June
2025
30 June
2024
In millions of euros
Recurring EBITDA 27.8 24.8
Non-monetary items included in EBITDA (3.2) 11.0
Net change in working capital 4.8 (21.7)
Of which change in receivables 1.6 (16.6)
Of which change in payables 2.3 2.4
Of which change in other WCR items 1.0 (7.5)
Lease expenses (IFRS 16) (5.9) (11.0)
Acquisition of tangible and intangible fixed assets (8.3) (9.5)
Recurring operating free cash flow 15.4 (6.5)
Non-recurring items (0.6) (4.2)
Financial income (expense) received (disbursed) (0.3) (1.7)
Corporate income tax refunded (paid) (0.5) 2.7
Other 0.0 (0.4)
Free cash flow 14.0 (10.2)
Increase (decrease) in borrowings (9.1) (2.0)
Other items (0.1) (0.0)
Net change in cash 4.9 (12.2)
Net cash and cash equivalents at beginning of period 70.9 55.7
Net cash and cash equivalents at end of period 75.8 43.6

The change in working capital amounted to €4.8 million in the first half of 2025 compared to €(21.7) million in the first half of 2024. This consumption of working capital stemmed from:

  • - A €1.6 million increase in accounts receivable due to weaker commercial activity;
  • - A €2.3 million rise in accounts payable, mainly driven by an increase in accounts payables;
  • - A €1.0 million rise in other receivables and payables.

Capital expenditure amounted to €8.3 million in the first half of 2025, down 13.2% compared to the first half of 2024.

Disbursed financial expenses stood at €(0.3) million in the first half of 2025. They consisted of the annual interest on the revolving credit facility, the annual interest on the line of credit with BPI France and the interest on Regicom's state-guaranteed loans, offset by investment income.

Consolidated free cash flow generated over the period stood at €14.0 million in the first half of 2025 compared to €(10.2) million in H1 2024.

The repayment of borrowings in the amount of €9.1 million concerns the partial repayment of the revolving credit facility (€7 million), the repayment of the BPI loan (€1.1 million) and Regicom's stateguaranteed loans (€1.0 million).

The net change in the Group's cash position was therefore positive at €4.9 million in the first half of 2025.

At 30 June 2025, the Group had net cash of €75.8 million compared to €43.6 million at 30 June 2024.

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1.7 Consolidated liquidity, capital resources and capital expenditure

The table below shows the Group's cash flows for the periods ended 30 June 2025 and 30 June 2024:

In millions of euros 30 June
2025
30 June
2024
Net cash from operations 27.0 9.6
Net cash provided by (used in) investing activities (8.3) (9.9)
Net cash provided by (used in) financing activities (13.7) (11.7)
Impact of changes in exchange rates on cash and cash equivalents (0.1) (0.0)
Net increase (decrease) in cash position 4.9 (12.1)

Net cash from operations amounted to €27.0 million for the first half of 2025 compared to €9.6 million for the first half of 2024.

Net cash provided by (used in) investing activities was €(8.3) million for the first half of 2025 compared to €(9.9) million for the first half of 2024.

Net cash provided by (used in) financing activities represented a net disbursement of €(13.7) million for the first half of 2025, consisting entirely of the repayment of borrowings and lease liabilities.

The table below shows the changes in the Group's consolidated net cash position and debt at 30 June 2025 and 30 June 2024:

Period
ended 30
June 2025
Year ended
31 December
2024
-
75,774
-
70,884
75,775 70,884
- -
75,775 70,884
21,349
7,000
5,895
1,687
48
21,349
14,000
8,064
840
49
35,979 44,302
33,307 36,332
69,286 80,634
20,887
48,399
19,723
60,911
(6,489) 9,750
9,750
(6,489)

The Group's gross financial debt was €36.0 million and consisted of the Mini Bonds maturing in 2029 (€21.3 million), the fully drawn revolving credit facility maturing in 2026 (€7 million), the Atout loan of €2.7 million maturing in 2026, the Regicom state-guaranteed loans of €3.2 million maturing in 2027 and accrued interest not yet due of €1.7 million. Available cash was €75.8 million.

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The impact of the application of IFRS 16 on net debt was €33.3 million at 30 June 2025, and corresponds to the reclassification of rental commitments as lease liabilities on the balance sheet.

As a result, the Group's net cash position was €6.5 million at 30 June 2025 compared to net debt of €9.8 million at 31 December 2024.

As at 30 June 2025, the Group was in compliance with the financial ratios stipulated in the financing documentation (Mini Bonds and RCF).

1.8 Capital expenditure

In millions of euros Period ended
30 June 2025
Period ended
30 June 2024
Internally developed software 8.1 9.3
Investments in intangible and tangible fixed assets 0.2 0.8
Right-of-use assets related to leases 1.6 4.4
Current investments 9.9 14.5

1.9 Outlook for 2025

Given the strategic progress already achieved and with H1 2025 performance in line with its operating plan, Solocal reaffirms its objective of stabilising revenue in 2025, supported by the full-year impact of Regicom's integration, and stepping up efforts to control costs with the aim of restoring the EBITDA margin to around 15%.

1.10 Subsequent events

None.

1.11 Assessment of the financial impact of environmental risks

As mentioned in the sustainability report, the risks related to environmental impacts were low for Solocal Group in 2025. The main key indicators of the 2024 commitments, as detailed in the sustainability report, are to optimise energy consumption and use of resources, while reducing the carbon impact of its operations.

The challenges of these commitments did not have a significant financial impact on the condensed consolidated financial statements for the year ended 30 June 2025.

1.12 Transactions with related parties

The senior executives considered to be related parties as at 30 June 2025 are Maurice Lévy, the members of the Board of Directors, and the members of the Executive Committee. The Group has no related party transactions other than those with its senior executives and Directors.

1.13 Information on the main risk factors and uncertainties

The main risks and uncertainties are described in section 2 "Risk factors" of the 2024 Universal Registration Document.

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From an operational viewpoint, the Group is continuing to implement its strategy, first by fostering the conditions for customer acquisition and development and secondly by introducing specific measures to reduce the level of churn. The Group is also continuing its efforts to manage and reduce its mainly fixed cost structure.

1.14 Definitions

Order backlog: The order backlog corresponds to the portion of revenue still to be recognised as at 30 June 2025 for the subsequent period, from order intake that has been validated and committed to by customers. For subscription products, only the current commitment period is considered.

Secured revenue: Revenue to be recognised in 2025 from order intake prior to 30 June 2025, without taking into account the possible renewal of these contracts.

EBITDA: EBITDA is an alternative performance indicator presented in the income statement in operating income before depreciation and amortisation. Recurring EBITDA corresponds to EBITDA before non-recurring items.

Order intake: Orders booked by the sales force that give rise to a service performed by the Group for its customers.

Churn: Number of customers lost during a given period.

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2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025

Consolidated income statement

(In thousands of euros, except data relating to shares) Notes Period
ended 30
June 2025
Period
ended 30
June 2024
Revenue
Net external expenses
Personnel expenses
Restructuring costs
5 164,092
(52,369)
(83,916)
(146)
163,799
(64,243)
(74,729)
(1,013)
EBITDA 27,661 23,813
Depreciation and amortisation
Gain (loss) on loss of control
(17,647)
-
(24,856)
-
Operating income 10,014 (1,043)
Financial income
Financial expenses
588
(4,056)
415
(33,058)
Net financial income (expense) 7 (3,468) (32,643)
Income before tax from continued activities 6,546 (33,686)
Corporate income tax 6 (1,096) (350)
Net income from continued activities 5,450 (34,036)
Net income from discontinued activities - -
Net income for the period 5,450 (34,036)
Consolidated earnings per share for the period
based on a weighted average number of shares
- basic
- diluted
11
11
0.16
0.15
(0.26)
(0.26)

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Consolidated statement of comprehensive income

(In thousands of euros) Notes Period
ended 30
June 2025
Period
ended 30
June 2024
Net income for the period carried forward 5,450 (34,036)
Reserves for actuarial gains and losses relating to
retirement benefits:
- Gross amount
9 1,328 5,545
- Deferred tax
- Amount net of tax
-
1,328
-
5,545
Translation differences on foreign operations (92) 85
Other comprehensive income, net of tax 1,236 5,630
Total comprehensive income for the period, net of tax 6,686 (28,406)
Total comprehensive income for the period attributable to:
- Solocal Group shareholders
- Non-controlling interests
6,686
-
(28,406)
-

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Consolidated statement of financial position

(In thousands of euros) Notes Period
ended 30
June 2025
Year ended
31 December
2024
Assets
Net goodwill 4 98,778 98,778
Net intangible fixed assets 4 41,686 45,311
Net tangible fixed assets 4 4,569 4,810
Right-of-use assets related to leases 4 28,965 31,841
Other non-current financial assets 3,417 4,382
Deferred tax assets 6 3,154 2,983
Total non-current assets 180,568 188,105
Net trade accounts receivable 5.2 48,720 53,182
Other current assets 5.3 14,845 16,426
Current tax receivables 237 235
Prepaid expenses 5,894 2,269
Other current financial assets - -
Cash and cash equivalents 7 75,775 70,884
Total current assets 145,471 142,995
Total assets 326,039 331,101
Equity and liabilities
Share capital 11 357 339
Issue premium - 1,108,021
Retained earnings (13,359) (1,121,380)
Net income for the period attributable to shareholders 5,450 -
Other comprehensive income (30,893) (32,129)
Treasury shares (5,487) (5,489)
Equity attributable to SoLocal Group
shareholders (43,931) (50,638)
Non-controlling interests - -
Total equity (43,931) (50,638)
Non-current financial liabilities 7 24,739 33,009
Long-term lease liabilities 7 25,331 27,902
Employee benefits - non-current 9 50,531 51,902
Provisions - non-current 9 1 1
Deferred tax liabilities 6 - -
Total non-current liabilities 100,601 112,814
Current financial liabilities 7 11,240 11,293
Short-term lease liabilities 7 7,976 8,430
Provisions - current 9 40,659 43,698
Contract liabilities 64,238 65,915
Trade accounts payable 10 65,052 57,499
Employee benefits - current 9 22,808 21,731
Other current liabilities 56,300 60,077
Current tax liabilities 1,096 281
Total current liabilities 269,369 268,925
Total equity and liabilities 326,039 331,101

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Consolidated statement of changes in equity

(In thousands of euros)
Number of
shares in
circulation
Share
capital
Issue
premium
Income
and
reserves
Actuarial
difference
s
Translatio
n reserve
Deeply
subordinate
d perpetual
notes
(TSSDI)
Treasur
y
shares
Group
equity
Non
controllin
g
interests
Total
equity
131,472,76
5
Balance at 1 January 2024 131,907 1,042,01
0
(1,411,068
)
(34,870) (637) - (5,384) (278,042
)
- (278,042
)
Total comprehensive income for the period
Other comprehensive income, net of tax
119,936 3,343 35 119,936
3,378
119,936
3,378
Total comprehensive income for the period, net
of tax
- - 119,936 3,343 35 - - 123,314 123,314
(97,174,357
)
(431,629)
Share-based payments
Capital transactions
Mandatory convertible bonds (MCB)
Purchases/sales of treasury shares
Other
(131,568
)
66,011 164,753 5,000 (105) -
104,196
-
(105)
-
-
104,196
-
(105)
-
33,866,779 Balance at 31 December 2024 339 1,108,02
1
(1,126,380
)
(31,527) (602) 5,000 (5,489) (50,638) - (50,638)
33,866,779 Balance at 1 January 2025 339 1,108,02
1
(1,126,380
)
(31,527) (602) 5,000 (5,489) (50,638) - (50,638)
Total comprehensive income for the period
Other comprehensive income, net of tax
5,450 1,328 (92) 5,450
1,236
5,450
1,236
Total comprehensive income for the period, net
of tax
- - 5,450 1,328 (92) - - 6,686 6,686
Share-based payments (1,108,021 - -
1,870,806 Capital transactions
Mandatory convertible bonds (MCB)
18 ) 1,108,021 18
-
18
-
787 Purchases/sales of treasury shares
Other
2 2
-
2
-
35,738,372 Balance at 30 June 2025 357 - (12,909) (30,199) (694) 5,000 (5,487) (43,932) - (43,932)

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Consolidated cash flow statement

(In thousands of euros) Notes Period
ended 30
June
2025
Period
ended 30
June
2024
Profit (loss) for the period 5,450 (34,036)
Depreciation, amortisation and impairment of fixed assets and goodwill
Change in provisions
Fair value items
Share-based payments
Capital gains or losses on asset disposals
17,484
(3,161)
-
-
161
24,768
12,030
7,733
-
62
Interest income and expenses
Tax charge for the period
7
6
2,586
1,116
11,688
361
Decrease (increase) in trade accounts receivable
Decrease (increase) in other receivables
Increase (decrease) in contract liabilities
Increase (decrease) in trade accounts payable
Increase (decrease) in other payables
Change in working capital
3,275
2,372
(1,677)
2,331
(1,665)
4,636
(13,421)
446
(3,593)
10,686
(8,074)
(13,955)
Interest paid and interest rate effect of derivatives, net
Corporate income tax refunded (paid)
Other cash inflows (outflows) of which restructuring
(251)
(469)
(601)
(1,689)
2,659
-
Net cash from operating activities 26,951 9,620
Acquisitions and disposals of tangible and intangible fixed assets
Acquisitions of equity interests net of cash acquired and disposals of equity
interests
4 (8,263)
-
(9,941)
-
Net cash from (used in) investing activities (8,263) (9,941)
Increase (decrease) in capital
Increase (decrease) in borrowings
Movements in own shares
18
(9,104)
-
-
(2,000)
-
Repayment of lease liabilities
Other cash from financing activities
(4,656)
-
(9,731)
(10)
Net cash from (used in) financing activities (13,742) (11,741)
Impact of changes in exchange rates on cash (55) (14)
Net increase (decrease) in cash and cash equivalents 4,891 (12,076)
Net cash and cash equivalents at beginning of period 70,884 55,694
Net cash and cash equivalents at end of period 7 75,775 43,619

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Notes to the condensed consolidated financial statements for the period ended 30 June 2025

Note 1 – Basis for the preparation of the consolidated financial statements

Solocal Group is a European company with a Board of Directors subject to the provisions of Book II of the French Commercial Code, as well as to all of the other legal provisions that apply to French commercial companies.

The Company has its registered office at 204 Rond-Point du Pont de Sèvres, 92100 Boulogne-Billancourt (France). The Company operates in the local digital marketing and communications sector. It was formed in 2000 and Solocal Group shares have been listed on the Paris stock exchange (Euronext) since 2004 (LOCAL).

The Group's consolidated financial statements for the period ended 30 June 2025 and the notes thereto were prepared under the responsibility of Maurice Lévy, Chairman and CEO of Solocal Group, and were approved by Solocal Group's Board of Directors on 30 July 2025.

The condensed consolidated financial statements are presented in euros rounded to the nearest thousand.

1.1 Accounting methods and principles

In accordance with European Regulation (EC) No 1606/2002 of 19 July 2002 on international accounting standards, the Group's consolidated financial statements were prepared in accordance with the principles established by the IASB (International Accounting Standards Board), as adopted by the European Union. The texts of these standards are available on the European Union's EUR-Lex online portal at the following address:

http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02008R1126-20160101

1.2 IFRS standards

These condensed consolidated financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34 "Interim Financial Reporting".

As at 30 June 2025, the Group did not apply any new standards or interpretations early.

1.3 Other information

Seasonal variations

The Group's activities are not subject to significant seasonal effects.

Estimates and judgements

In preparing the condensed consolidated financial statements for the period ended 30 June 2025 in accordance with IFRS, the Group's management is required to make estimates and judgements that may affect the amounts recognised in assets and liabilities on the date the financial statements are prepared, and have a corresponding impact on the income statement.

Estimates:

Estimates are intended to provide a reasonable assessment of the latest reliable information available on an uncertain item. They are revised to reflect changes in circumstances, new information available

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and the effects of experience. Changes in estimates are booked prospectively.

Judgements:

Judgements are the result of analytical processes aimed at characterising items, transactions or situations. The revision of a judgement constitutes a change of estimate recognised prospectively, unless the revision is a correction of an error.

Management has based its estimates on past experience and on a set of other assumptions deemed reasonable in the circumstances to determine the values to be used for the Group's assets and liabilities. The use of different assumptions could have a significant impact on these valuations.

The items subject to estimates in the first half of 2025 are of the same nature as those described in the consolidated financial statements as of December 31, 2024. Management revises these estimates when it identifies new events to be taken into account or in the event of a change in the circumstances on which these assumptions were based.

1.4 Key events during the period

None.

1.5 Going concern

Given the cash position of €75.8 million, the latest business forecasts, and the absence of any significant debt maturities over the next 12 months, the condensed consolidated half-year financial statements for 2025 have been prepared on a going concern basis.

1.6 Presentation of consolidated financial statements

The Group presents its income statement by nature.

EBITDA is an alternative performance indicator corresponding to operating income before depreciation and amortisation.

Note 2 – Notes to the consolidated financial statements

2.1 Alternative performance indicators

In order to monitor and analyse the Group's financial performance and that of its various activities, the management of the Group uses alternative performance indicators, i.e. financial indicators not defined under IFRS. A reconciliation with the aggregates of the IFRS consolidated financial statements is presented in this note.

2.1.1 Order backlog and sales

The order backlog corresponds to the sales that have been validated and committed to by customers as of the balance sheet date. For subscription products, only the current commitment period is taken into account.

Order intake refers to orders taken by the sales force, including subscription renewals, and which are expected to result in the provision of a service by the Group to its customers. Order intake is net of cancellations.

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As at June 30, 2025, Regicom's backlog is included.

In millions of euros Period ended
30 June 2025
Year ended
31 December
2024
Total order backlog – beginning of period 209.6 194.1
Order intake 188.5 307.6
Cancellations (13.8) (12.8)
Revenue (164.1) (318.3)
Regicom's order backlog 39.2
Total order backlog – end of period 220.2 209.6

The order backlog as at 30 June 2025 will be converted into revenue according to the following schedule:

H2 2025 2026 2027 2028 2029 Total
Revenue conversion 117.9 82.0 12.5 5.9 2.1 220.2

2.1.2 EBITDA

For the six months to 30 June 2025, the Group's EBITDA stood at €27.7 million, representing 16.9% of its revenue. For the same period last year, the Group's EBITDA was €23.8 million (14.5% of revenue).

2.1.3 Gross margin

In millions of euros Period ended 30
June 2025
Period ended 30
June 2024
Change
Revenue 164.1 163.8 0.2%
Payroll 5.8 6.9 -15.9%
External expenses 18.0 12.0 50.0%
Total variable cost 23.8 18.9 25.9%
Gross margin 140.3 144.9 -3.3%

2.1.4 Working capital requirement

In millions of euros Period ended
30 June 2025
Period ended
30 June 2024
Change
+ Net trade accounts receivable 48.7 47.7 1.0
+ Other current assets 16.2 20.3 (4.1)
+ Prepaid expenses 5.9 5.1 0.8
- Contract liabilities (64.2) (71.1) 6.8
- Trade accounts payable (66.6) (62.4) (4.2)
- Other current liabilities (77.8) (79.2) 1.4
Working capital requirement (surplus) (137.8) (139.6) 1.8

{18}------------------------------------------------

2.1.5 Investments recognised during the period

In millions of euros Period ended
30 June 2025
Period ended
30 June 2024
Internally developed software 8.1 9.3
Investments in intangible and tangible fixed assets 0.2 0.8
Right-of-use assets related to leases 1.6 4.4
Current investments 9.9 14.5

2.2 Information by segment

In accordance with IFRS 8 "Operating segments", segment information is presented in accordance with the Group's internal reporting used by senior management to measure the financial performance of the segments and allocate resources.

The Group has only one operating segment, the "Digital" segment, which generated revenue of €164.1 million in the first half of 2025.

2.2.1 By product line

The table below presents a breakdown of the main aggregates by product line.

Revenue by product line

In millions of euros Period ended
30 June 2025
Period ended
30 June 2024
Change
Connect 39.0 44.7 -12.8%
Booster 95.9 90.4 6.1%
Websites 29.2 28.7 1.7%
Total revenue 164.1 163.8 0.2%

Regicom's revenue has been broken down into the three offers. Management has chosen to analyse sales by product line in its revenue reporting.

2.2.2 By geographical region

Revenue is presented based on the geographical location of the customers. Assets employed are presented by region in net value.

In millions of euros Period ended 30 June
2025
Period ended 30 June
2024
Revenue 164.1 163.8
- France
- Other
164.1
-
163.8
-
Assets 327.5 291.0
- France 325.8 288.3
- Other 1.6 2.8

{19}------------------------------------------------

3.1 Control analysis

Subsidiaries which are controlled by the Group, directly or indirectly, are fully consolidated.

Companies not controlled by the Group but over which it exercises significant influence are consolidated using the equity method. In 2024, the Group did not hold any non-controlling interests in companies over which it exercised significant influence.

Material inter-company transactions and balances are eliminated in consolidation.

When assessing the level of control or significant influence exercised, account is taken of the existence and effect of any exercisable or convertible potential voting rights at the end of the period.

Note 4 – Impairment of fixed assets

As at 30 June 2025, the Group has not identified any indication of impairment or reversal of impairment and has not recognised any impairment losses or reversals of impairment losses previously recognised on tangible and intangible fixed assets.

Note 5 - Order intake

5.1 Revenue

Revenue from the Group's operations is recognised differently according to the nature of the service and therefore the type of product. Total revenue for the first half of 2025 amounted to €164.1 million, versus €163.8 million in the first half of 2024.

Revenue is recognised as the services are provided, in accordance with IFRS 15. With the exception of our Websites range, for which we identify two performance obligations, all other products are subject to only one obligation.

The Solocal Group's offers are grouped into two broad service categories:

  • Products related to digital services:
  • ✓ The Connect offer and the priority ranking product (included in the Booster offer) available for a renewable period of 12 to 48 months;
  • ✓ The residual Booster offer available for a renewable period of 3 to 12 months or on a campaign basis.
  • Websites which are developed to be made available to customers for an initial period of 12 to 48 months.

5.2 Trade accounts receivable

The breakdown of the gross value and impairment of trade accounts receivable is as follows:

{20}------------------------------------------------

In millions of euros Period ended 30
June 2025
Year ended 31
December 2024
Gross trade accounts receivable 95.1 98.4
Expected credit losses (46.4) (45.2)
Net trade accounts receivable 48.7 53.2

Trade accounts receivable were due as follows:

Due
In thousands of euros Total Not yet
due
<90 days <139
days
<159
days
+160
days
Gross trade AR 95,1 23,6 9,2 1,9 1,6 58,8
Expected credit losses (46,4) 0 (0,2) (1,1) (0,5) (44,6)
Net trade AR 30 June 2025 48,7 23,6 9,0 0,8 1,1 14,2

The Group's trade receivables portfolio does not present a significant concentration risk.

In accordance with the Group's accounting rules and methods, a trade receivables review was carried out to identify those that show a risk of non-recovery. Impairments of trade accounts receivable, presented under "Expected credit losses", were recognised in the financial statements on a case-bycase basis according to the age of the receivables, historical statistics or information provided by the credit agencies.

Bad debt losses remained low, with a net impairment rate to revenue of 2.6% in 2025 and 2024.

5.3 Other current assets

Other current assets mainly include VAT receivable at 30 June 2025.

In millions of euros Period ended 30 June
2025
Year ended 31
December 2024
VAT receivable 11.1 10.3
Advances, instalments and credit notes from
suppliers 1.1 0.8
Other current assets 2.7 5.3
Total 14.8 16.4

5.4 Contract liabilities

Liabilities on the balance sheet mainly consist of net advances received from the customer in cases where the related service has not yet been rendered but has already been billed. These are sales of products that are subsequently recognised as revenue based on the length of time they have been online.

Contract liabilities amounted to €64.2 million at 30 June 2025 compared to €65.9 million at 31 December 2024.

{21}------------------------------------------------

6.1 Group tax proof

The corporate income tax for the year is calculated by applying the effective tax rate at the end of the financial year to the pre-tax income.

The reconciliation of the theoretical tax, calculated on the basis of the statutory tax rate in France, and the effective tax is as follows:

(In thousands of euros) Period ended
30 June
2025
Period ended
30 June
2024
Pre-tax net income from business 6,546 (33,686)
Statutory tax rate in France 25.83% 25.83%
Theoretical tax (1,690) 8,699
Earnings from companies not consolidated for tax purposes &
foreign subsidiaries
- -
Foreign subsidiaries - differences in tax rates 21 -
Share-based payments - -
Corporate value added contribution (after tax) (250) (244)
Non-recognition of deferred tax during the period - (8,806)
Depreciation of deferred taxes - -
Other non-taxable/non-deductible items 824 -
Effective tax (1,096) (350)
Of which current tax (CVAE excluded) (930) (21)
Of which CVAE (337) (329)
Of which deferred tax 171 -
Effective tax rate (excluding deferred tax) 19.3% -1.0%
Effective tax rate 16.7% -1.0%

6.2 Deferred taxes in the balance sheet

(In thousands of euros) Period ended 30 Year ended 31
June 2025 December 2024
Retirement benefits 13,459 13,471
Employee profit-sharing 173 173
Non-deductible provisions 180 148
Tax loss carryforward 31,461 31,558
Financial expenses 11,655 11,655
Other differences 4,172 4,148
Impairment of deferred tax assets related to tax loss (39,314) (39,314)
carryforwards
Subtotal deferred tax assets 21,786 21,838
Other differences (5,546) (5,769)
Depreciation recognised for tax purposes (13,087) (13,087)
Subtotal deferred tax liabilities (18,633) (18,856)
Total net deferred tax assets (liabilities) 3,154 2,982

{22}------------------------------------------------

Note 7 – Cash, debt and financial instruments

7.1 Financial assets and liabilities

Financial assets include held-to-maturity assets, loans, receivables and cash and cash equivalents. Financial liabilities include borrowings, other financing, bank overdrafts and payables.

Financial assets and liabilities are measured and recognised in accordance with IFRS 9 "Financial Instruments".

7.2 Net financial income (expense)

Net financial income (expense) breaks down as follows:

(In thousands of euros) Period ended
30 June
2025
Period ended
30 June
2024
Interest and similar items on financial assets 588 415
Financial income 588 415
Interest on financial liabilities
Other financial expenses & fees
Accretion cost(1)
(2,797)
(99)
(883)
(20,722)
(11,449)
(883)
Financial expenses (3,778) (33,055)
Foreign exchange gain (loss) (278) (4)
Net financial income (expense) (3,468) (32,643)

(1)Accretion cost corresponds to the increase, during the financial year, of the current value of pension commitments.

{23}------------------------------------------------

7.3 Cash and cash equivalents and net debt

Net debt corresponds to total gross debt less cash and cash equivalents.

(In thousands of euros) Period
ended 30
June 2025
Year ended
31 December
2024
Cash equivalents
Cash
-
75,774
-
70,884
Gross cash 75,775 70,884
Bank overdrafts - -
Net cash 75,775 70,884
Nominal value of bond issues Nominal value of revolving credit facilities drawn Other borrowings Accrued interest not yet due on loans Other Current and non-current financial liabilities 21,349
7,000
5,895
1,687
48
35,979
21,349
14,000
8,064
840
49
44,302
Long-term and short-term lease liabilities 33,307 36,332
Gross debt 69,286 80,634
Of which current
Of which non-current
20,887
48,399
19,723
60,911
Net debt (Net cash) (6,489) 9,750
Net debt (Net cash) of consolidated group (6,489) 9,750

Cash and cash equivalents

At 30 June 2025, the gross cash position stood at €75.8 million versus €70.9 million at 31 December 2024.

Change in liabilities from financing activities

(In thousands of euros) Year ended 31 Cash flows Non-cash variations Period ended
December
2024
In Out Capital
transactions
Changes in scope Interest Fair value IFRS 16 Debt issue
expenses
Other 30 June 2025
Bond issues 22,113 - - - - 907 - - - - 23,020
Revolving credit facility 14,004 - (7,000) - - (4) - - - - 7,000
Other bank borrowing 8,136 - (2,104) - - (120) - - - - 5,912
Lease liabilities 36,332 - (4,656) - - - - 1,631 - - 33,307
Other 49 - - - - - - - (1) 48
Total Liabilities from financing activities 80,633 - (13,760) - 783 - 1,631 - (1) 69,286
Vd-d 21 Vd-d 21
Year ended 31
December
2023
In Out Capital
transactions
Changes in scope Interest Fair value IFRS 16 Debt issue
expenses
Other Year ended 31
December
2024
Bond issues December In
-
Out Interest Fair value IFRS 16 Other _ December
Bond issues
Revolving credit facility
December
2023
transactions scope expenses December
2024
December
2023
205,053
- - (200,602) scope
-
10,682 - - expenses
6,979
= December
2024
22,113
Revolving credit facility December
2023
205,053
33,141
- (20,025) (200,602) scope
-
10,682 -
-
-
-
6,979
884
December
2024
22,113
14,004
Revolving credit facility Other bank borrowing December
2023
205,053
33,141
6,999
- (20,025)
(3,764)
(200,602) -
-
-
4,826
10,682
4
74
-
-
-
-
-
6,979
884
-
-
-
December
2024
22,113
14,004
8,136

{24}------------------------------------------------

Financial commitments:

As at 30 June 2025, the Group was in compliance with the financial ratios stipulated in the financing documentation (Mini Bonds and RCF).

RCF:

The revolving credit facility was partially repaid in the amount of €3.5 million on 30 June 2025. The remaining facility, which is fully drawn, is therefore €7 million.

Financial instruments in the balance sheet

Period ended 30 June 2025 Breakdown by instrument
category under IFRS 9
Breakdown by level under IFRS 13
(In thousands of euros) Carrying
amount
Fair value
recognised
in profit or
loss
Amortised
cost
Level 1 and
cash
Level 2 Level 3
Other non-current financial assets 3,417 293 3,124 - 3,417 -
Net trade accounts receivable 48,720 - 48,720 - 48,720 -
Other current financial assets - - - - - -
Cash equivalents - - - - - -
Cash 75,774 - 75,774 75,774 - -
Financial assets 127,912 293 127,618 75,774 52,137 -
Non-current financial liabilities 24,739 - 24,739 21,349 3,390 -
Current financial liabilities
Trade accounts payable
11,240
66,552
-
-
11,240
66,552
-
-
11,240
66,552
-
-
Financial liabilities 102,531 - 102,531 21,349 81,182 -
Year ended 31 December 2024 Carrying
amount
Fair value
recognised
in profit or
loss
Breakdown by instrument
category under IFRS 9
Amortised
cost
Level 1 and
cash
Level 2 Breakdown by level under IFRS 13
Level 3
(In thousands of euros)
Other non-current financial assets 4,382 293 4,089 - 4,382 -
Net trade accounts receivable 53,182 - 53,182 - 53,182 -
Other current financial assets - - - - - -
Cash equivalents - - - - - -
Cash 70,884 - 70,884 70,884 - -
Financial assets 128,449 293 128,155 70,884 57,565 -
Non-current financial liabilities 33,009 - 33,009 21,349 11,660 -
Current financial liabilities 11,293 - 11,293 - 11,293 -
Trade accounts payable 57,499 - 57,499 - 57,499 -

Financial liabilities 101,801 - 101,801 21,349 80,452 -

Period ended 30 June 2025
(In thousands of euros) Par
value
(In thousands of euros) Par
value
Current Non-current
Up to
1 year
1-2
years
2-3
years
3-4
years
4-5
years
+5
years
Total
Non
current
Total
Mini Bonds
Atout bank loan
State-guaranteed loans
Revolving credit facility (RCF)
21,349
2,713
3,182
7,000
-
2,222
1,998
7,000
-
491
472
-
-
-
712
-
21,349
-
-
-
-
-
-
-
-
-
-
-
21,349
491
1,184
-
21,349
2,713
3,182
7,000
Loans 34,244 11,220 963 712 21,349 - - 23,023 34,244
Accrued interest not yet due on loans
Other
Lease liabilities
1,687
48
33,307
16
4
7,976
-
-
6,300
-
-
5,533
1,671
-
4,972
-
4,970
-
44
3,556
1,671
44
25,331
1,687
48
33,307
Current financial liabilities and derivatives 69,286 19,216 7,263 6,245 27,992 4,970 3,600 50,069 69,286

{25}------------------------------------------------

Year ended 31 December 2024
(In thousands of euros) Par
value
Par Current Non-current
(In thousands of euros) value
Total
Up to 1-2 2-3 3-4 4-5 +5 Non
1 year years years years years years current Total
Mini Bonds 21,349 - - - - 21,349 - 21,349 21,349
Atout bank loan 3,889 2,222 1,667 - - - - 1,667 3,889
State-guaranteed loans 4,175 1,990 1,473 712 - - - 2,185 4,175
Revolving credit facility (RCF) 14,000 7,000 7,000 - - - - 7,000 14,000
Loans 43,412 11,212 10,140 712 - 21,349 - 32,200 43,412
Accrued interest not yet due on loans 840 76 - - - 764 - 764 840
Other 49 4 - - - - 45 45 49
Lease liabilities 36,332 8,430 9,407 2,116 1,244 1,001 14,134 27,902 36,332
Current financial liabilities and derivatives 80,634 19,722 19,547 2,828 1,244 23,114 14,179 60,911 80,634

Note 8 – Financial risk objectives, policy and management, capital management

The Group's objective is to optimise its financial structure, the principal assessment criterion being financial leverage (ratio of net debt to EBITDA), in order to reduce the cost of its capital while maintaining the financial flexibility needed to fulfil its development plan.

In view of its financial structure, the Group is exposed to interest rate risk, liquidity risk and credit risk.

Note 9 – Provisions and other liabilities

In accordance with IAS 37 "Provisions, Contingent Liabilities and Contingent Assets", a provision is recognised when, at the end of the period, the Group has an obligation towards a third party resulting from a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Changes in provisions for employee benefits and provisions for risks and litigation were as follows:

(In thousands of euros) Opening
balance
Charge for
the year
Reversal for
the year
(provision
unused)
Reversal for
the year
(provision
used)
Changes in the
scope of
consolidation,
reclassifications
and other
Closing
balance
Restructuring provisions 1,302 - - - - 1,302
Provisions for social disputes(*) 22,985 743 (902) (1,891) - 20,934
Other provisions for risks 19,415 - - - (992) 18,423
Total provisions 43,702 743 (902) (1,891) (992) 40,659
- of which non-current
- of which current
-
43,702
-
743
-
(902)
-
(1,891)
-
(92)
-
40,659

(*) The allocation for the year covers various social and tax disputes that have been individually analysed by the Company and its advisors and covered in accordance with the estimated level of risk.

On May 15, 2025, the CNIL fined SOMS, a subsidiary of Solocal Group, €0.9 million. The group is looking into its different options.

At 30 June 2025, the Group recorded total provisions of €40.7 million for all disputes in which it is involved (ongoing legal proceedings with suppliers and partners and ongoing arbitration and administrative proceedings). This compares with €43.7 million at 31 December 2024. The Group considers that disclosure of the amount of any provisions set aside for each ongoing dispute would be seriously prejudicial to its interests.

{26}------------------------------------------------

Retirement benefits and similar commitments

In accordance with IAS 19, defined benefit plans are actuarially valued using the projected unit credit method. According to this method, each period of service gives rise to an additional unit of benefit entitlement, and each of these units is measured separately to value the final obligation, using demographic assumptions (staff turnover, mortality, retirement age, etc.) and financial assumptions (future increase in salary by category).

Actuarial gains and losses relating to post-employment benefits are recognised for the full amount in other comprehensive income, which was a net positive deferred tax impact of €4.6 million at 30 June 2025.

The discount rate used to measure the commitments at 30 June 2025 was 3.60% in accordance with actual market conditions (iBoxx AA10+ rate). The discount rate was identical on 31 December 2024.

Total provisions of €47.2 million were recorded in the balance sheet at 30 June 2025 compared to €48.5 million at 31 December 2024.

Note 10 – Trade accounts payable

At 30 June 2025, the trade accounts payable were due in less than one year. Trade accounts payable bear no interest and in principle are payable between 30 and 60 days.

Note 11 – Equity and earnings per share

10.1 Share capital

The share capital of Solocal Group comprises 35,739,853 shares, each with a par value of €0.01, i.e. a total amount of €357,398.53 (before deduction of treasury shares).

At 30 June 2025, 2,423,008,116 share warrants had been exercised, resulting in the creation of 2,423,008 new shares. Therefore, 163,873,371 share warrants remain outstanding, potentially giving rise to the creation of 163,873 new shares if the warrants are exercised.

10.2 Earnings per share

The Group discloses both basic earnings per share and diluted earnings per share. The number of shares used to calculate diluted earnings takes into account the conversion into ordinary shares of dilutive instruments outstanding at the end of the period (options not yet exercised, free shares). If the basic earnings per share are negative, diluted loss per share represents the same amount as the basic loss.

Treasury stock deducted from consolidated equity is not taken into account in the calculation of earnings per share.

{27}------------------------------------------------

Period
ended 30
June 2025
Period
ended 30
June 2024
Weighted average
Share capital 34,737,800 131,910,171
Treasury shares from liquidity contract (3,591) (428,012)
Number of basic shares 34,734,209 131,482,159
Free share plans 182 682,800
Potential shares (exercise of share warrants) 969,713 -
Number of diluted shares 35,704,103 132,164,959
Additional information (simple average)
Number of existing basic shares at 30 June 34,802,576 131,477,462
Number of existing diluted shares at 30 June 35,902,037 132,173,762
Consolidated earnings per share for the period
based on a weighted average number of shares
- basic 0.16 (0.26)
- diluted 0.15 (0.26)

Note 12 – Information on related parties

Senior executives considered to be related parties as at 30 June 2025 are the members of the Board of Directors including the Chief Executive Officer and the members of the Executive Committee. Solocal Group has no related party transactions other than those with its senior executives and Directors.

Note 13 - Disputes, contingent assets and liabilities

There were no changes during the first half of 2025.

Note 14 – Contractual commitments not recognised/contractual commitments and off-balance-sheet commitments

There were no new significant commitments during the first half of 2025.

Note 15 – Subsequent events

There are no significant events to report between the balance sheet date and the date of the Board meeting.

Note 16 – Consolidation scope

There were no changes in the scope of consolidation in the first half of 2025.

{28}------------------------------------------------

3. STATEMENT BY THE PERSON RESPONSIBLE FOR THE REPORT

"I certify that, to the best of my knowledge, the condensed consolidated financial statements for the past six months have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings in the consolidation taken as a whole, and that the interim activity report in Part 1 of the report includes a fair review of the major events that have occurred during the first six months of the year, of their impact on the interim financial statements and of the main transactions between related parties, as well as a description of the principal risks and uncertainties for the remaining six months of the financial period."

Boulogne-Billancourt, 31 July 2025 Maurice Lévy Chairman and CEO