YOC AG — Interim / Quarterly Report 2009

Nov 17, 2009

09 3rd interim Report

Berlin, 17. November

Contents

P. 02 YOC at a glance

P. 03

Letter to the Shareholders

P. 05

Consolidated interim management report

P. 18

Consolidated Interim Financial Statements

P. 29

Assurance by the legal representatives

P. 30

Financial Calendar

P. 31

Imprint

YOC at a glance

(in TEUR)	30/09/2009	30/09/2008	Change in absolute numbers	Change in %
Revenue and Earnings
Revenue	18.510	17,613	897	5.1%
Germany	1 5 , 5 6 7	15,085	482	3.2%
Other countries	2,943	2,528	415	16.4%
Mobile marketing segment	12 , 3 67	10,052	2 , 3 1 5	23.0%
Affiliate marketing segment	4,590	5 , 59 5	-1,005	-18.0%
Mobile B2C services segment	1,553	1,966	-413	-2 1.0 %
Total performance	1 8 , 7 3 8	17,717	1,021	5.8%
EBITDA	890	1,807	-917	-50.7%
EBITDA margin (in %)	5%	10%	-5%	n.a.
Adjusted EBITDA*1	1, 242	1,807	-565	-31.2%
Adjusted EBITDA margin (in %)	7%	10%	-3%	n.a.
EBITA*2	615	1,516	-901	-59.4%
Earnings after tax	135	669	-534	-79.9%
Earnings per share (diluted/basic in €)	0,08	0,38	-0,30	-79.9%
Balance sheet and cash flow statement
Balance sheet total	28,337	28, 250*3	87	0 . 3 1 %
Equity ratio (in %)	43.2%	43.4%*3	0.2%	n.a.
Cash and cash equivalents	2,003	4,529*3	-2,526	- 5 5 . 8 %
Operating cash flow	537	2,659	-2,122	-79, 8%
Employees
Average number of employees*4	162	127	35	27.6%
Number of employees on 30/06*4	177	148	29	19.6%
Total performance per employee (in EUR '000)	116	140	-24	-17.1%

*1 EBITDA adjusted to eliminate non-recurring expenses (uplisting to Prime Standard etc.)

*2 EBIT before amortisation due to purchase price allocations (EBIT adjusted to eliminate amortisation due to company acquisitions)

*3 On 31.12.2008

*4 On the basis of permanent employees

The figures have not been reviewed by an auditor.

Where rounded amounts and indicators are used, differences may occur because of commercial rounding.

The figures for the previous year have been adjusted in accordance with IFRS 3.62 (b) (iii).

Letter to the Shareholders

Dear Shareholders, Partners and Friends of the company,

In a difficult market environment, the YOC Group has succeeded in making major strategic advances, generating further sales growth, expanding its international market presence and uplisting YOC AG to the Prime Standard at Frankfurt Stock Exchange.

The fast sales growth achieved in recent years slowed down in the period between January and September because of the economic and financial crisis and the advertising budget cuts made as a result. Sales by the YOC Group increased by 5.1% from Euro 17.6 million in the first nine months of 2008 to Euro 18.5 million in the same period this year. EBITDA for this period amounted to Euro 0.9 million. Adjusted to eliminate non-recurring expenses – essentially costs incurred in connection with the uplisting to the Prime Standard – EBITDA totalled Euro 1.2 million (2008: Euro 1.8 million). EBITDA amounted to Euro 0.2 million in the third quarter. In spite of the difficult market environment, we managed to increase sales moderately by 6 per cent over the third quarter of 2008 to Euro 6.3 million.

We continue to see strong growth drivers for our industry. They include the increasing popularity of mobile phones, rising transmission speeds due to greater use of UMTS and the rapid success of smartphones with larger screens. More and more important roles are being played in this context by mobile phones as an advertising medium and by mobile marketing and mobile advertising in the marketing mix. Alongside the actual development of the market, we consider our leading position on the market and the steadily developing internationalisation of our operations to be a very good basis for further sales and earnings growth.

International digitisation of the media has increased considerably in the past year. One of the consequences of this is a shift in advertising budgets from classic communication channels to digital media, which is reflected in our company's increasingly broad customer portfolio too: in the past quarter, YOC succeeded not only in winning well-known customers from different industries and organisation but also in intensifying existing customer relationships. Some examples: we implemented the mobile

portal for the CDU general election campaign, the innovative mobile marketing campaign "Handy leer? Fanta her" for the Fanta brand and the iPhone application "Post mobil" for Deutsche Post AG.

And we are continuing to develop our operations internationally as well: following several successful acquisitions, we took over a Spanish company – Mobile Interactive Advertising Media S.L. – for the first time in September. Buying the spin-off from Nokia that is based in Madrid enables us to continue optimum expansion of our presence on the European market, while positioning ourselves as a prominent provider of mobile advertising on the Spanish market. Our strong European presence also enables us to improve our response to the increasingly exacting demands from our customers for European campaigns.

We were also able to report the establishment of the first independent mobile marketer in our industry in the third quarter. Not only the fast growth of the mobile advertising operations within the YOC Group but also the generally increasing significance of mobile advertising were the crucial reasons for this step. It distinguishes us clearly from other market players and at the same time makes a distinct separation between classic mobile marketing and the marketing operations of the YOC Group.

Various factors make us optimistic about the future: our attractive and steadily growing customer base, our outstanding position on the European market and our broad product portfolio form the basis for strong sales growth in the next financial years. The trend towards digital advertising will, above all, drive growth by the YOC Group, however.

We would like to express our thanks to our shareholders as well as our business and sales partners for the trust they have placed in us.

Kind regards,

Dirk Kraus, Chief Executive Officer of the YOC AG

Consolidated interim management report

• Conception, planning and implementation of individual Mobile Marketing solutions
• Innovative Technologie-Plattform (wie z.B. Smartphone Apps., Mobile Video, QR-Codes etc.)
• CRM and CMS solutions

• Multi-channel permission marketing

• Advertising marketing network in Europe

• Inventory management for mobile media space
• Mobile AdServing solutions

• Mobile Ad Network

• of more than 400 international mobile portals

• Mobile banking solutions
• Mobile video solutions

Business development of the YOC Group in the third quarter of 2009

Sales increased by 5% to EUR 18.5 million. 67% were accounted for by the mobile marketing segment, 25% by the affiliate marketing segment and 8% by the mobile B2C services segment.

EBITDA amounted to EUR 0.9 million and the EBITDA margin was 5%.

EBITDA adjusted to eliminate non-recurring expenses – particularly for the uplisting to the Prime Standard – amounted to EUR 1.2 million.

Operating cash flow totalled EUR 0.5 million.

The YOC Group expanded its customer portfolio in the first nine months of the 2009 financial year by adding further well-known global brands, leading media companies and operators of popular websites.

The development of the individual segments is outlined in detail below:

mobile marketing

The YOC Group succeeded in confirming and strengthening its leading position on the market for mobile marketing in the third quarter of 2009. YOC adopted innovative mobile approaches to implement complex mobile marketing solutions for its existing customers like Coca-Cola and Deutsche Post. The first zero-rated mobile marketing campaign was carried out for the Coca-Cola brand Fanta, for example. The Group also obtained attractive new customers such as Intel. The particular focus in all campaigns was on new applications and technologies for the implementation of innovative mobile solutions. The trend towards mobile applications for the iPhone, the Blackberry and further smartphones is in addition being reflected to an increasing extent in the inquiries received from and requirements made by customers. Applications for various smartphones were therefore launched for Deutsche Post and Intel parallel to the mobile Internet presence.

Coca-Cola

YOC carries out the first mobile marketing campaign ever that is completely free of charge for the Coca-Cola brand Fanta in the third quarter of 2009. Bonus codes in the lids of several million Fanta bottles are a central feature of the promotion campaign. Customers of the participating operators Vodafone, T-Mobile and O2 are credited three free minutes or three free text messages when they text such a code to a special number free of charge. Coca-Cola also uses YOC Group technology to allow surfing free of charge on the Fanta mobile portal m.fanta.de. This is therefore a mobile marketing campaign for maximising customer loyalty and increasing sales that is unique anywhere in the world so far.

Innovative mobile marketing campaign for Coca-Cola Germany

Intel

In the third quarter of 2009, the technology manufacturer Intel opts for the first time for the innovative mobile channel and relies in this context on YOC's many years of experience and in-depth skills. Numerous applications for iPhone, Blackberry, Android and Nokia/Ovi are launched parallel to the implementation of a mobile Internet presence for Intel. All the participants in the campaign are identified via YOC's proprietary ad serving technology and are approached personally. YOC is responsible not only for technical implementation but also for developing the concept for the mobile portal and the advertising for it. This makes YOC one of the few mobile marketing service providers in the world that can act as a single, integrated source for supplying and implementing the entire range of mobile services.

Post mobil

Following the mobile portal and the iPhone web application, YOC expands the range of mobile services provided by Deutsche Post in the third quarter of 2009 by implementing the native iPhone application for the mobile brand portal as well, in order to give iPhone users optimised access to the mobile services available from Deutsche Post. The application includes not only existing content but also new elements, which explicitly support the innovative functions of the iPhone. The post office and letter box search function is, for example, extended to include GPS-based, automatic determination of the iPhone user's location. The success of the application is confirmed, among other things, by the excellent ranking in Apple's App Store as well as by six-digit download figures within a few weeks.

Application development for Intel

Deutsche Post's mobile portal as an iPhone app

3rd interim report 2009

mobile advertising

The YOC Group continued to register a large increase in page impressions with the mobile portals marketed in the third quarter of 2009. Significant traffic growth was also achieved, thanks in particular to the marketing of various mobile applications for the iPhone, the Blackberry and further smartphones. As a consequence of this development, advertising customers booked specific targeting options for smartphones to an increasing extent. To minimise wastage even more, a campaign was, for example, carried out for Siemens that focussed entirely on the "business" target group.

The provision of mobile banner displays to differentiated target groups is assuming an increasingly central role in mobile advertising. YOC implemented another successful campaign here for the CDU party in the general election in the third quarter, in which swing voters and loyal voters were the specific target group. YOC also took advantage of its extensive portfolio to support the new customer Intel in the introduction of the new claim "We make tomorrow possible" in a large-scale image campaign.

The YOC Group used the innovative "expandable ad" advertising format for the first time for Austrian Airlines. Clicking the classic mobile advertising banner rolls the expandable ad out across the whole of the screen of the mobile phone, without the user leaving the mobile portal originally visited. Another click on the expandable ad makes it act as a fully effective landing page. The YOC Group is the first mobile marketer in the German-speaking world that offers its customers this innovative new advertising format, which is further evidence of the company's development and innovation skills.

Use of the innovative "expandable ad" advertising format for Austrian Airlines

Mobile advertising for the CDU party

The YOC Group succeeded in expanding its mobile ²⁰⁰⁹ advertising marketing portfolio again in the third quarter of 2009 by adding further high-quality national and international mobile portals. Exclusive marketing agreements were concluded in this context for such portals as BZ-Berlin, Motor-Talk, wetter.com iPhone App and Big FM iPhone App. The first purely "women's portal" – fem.com – joined the premium network too. With these marketing co-operation arrangements, the YOC Group strengthened the news and entertainment sectors of its mobile advertising product range with further well-known mobile portals and applications and expanded the most popular European off-portal mobile Internet marketing network.

YOC was able to continue growing internationally too. The premium publications The Sun and The Independent are strengthening the marketing network in Great Britain. Thanks to the takeover of Mobile Interactive Advertising Media S.L., YOC customers now have access to a prestigious range on the Spanish market too, with such premium publications as ELPAÌS.com, SPORT.es, TELVA.com and elmundo.es.

The primary achievement in the special marketing field was development of the portfolio of high-quality applications from the business segment – YOC has a unique portfolio here, consisting of services like the N24 iPhone application or the Handelsblatt Blackberry application. Together with our premium business and news range, corporate advertisers can now reach the decision-makers directly on their mobile phones. Companies like Cisco, Intel, IBM, Siemens, SAP and Datev have already used this YOC mobile advertising option in the past.

Examples from the YOC Group international marketing network

3rd interim report 2009

mobile internet

The steadily increasing internationalisation of the YOC Group is reflected in the implementation of the mobile portals too. In the third quarter, the Group managed to obtain a large number of new foreign customers, including the British publishing company News International, the French G+J subsidiary Prisma Presse and the Austrian newspaper Kronen Zeitung.

News portals were a central mobile Internet element in the third quarter as well. In addition to international newspapers like Kronen Zeitung, News of the World, The Sun, The Independent and The Telegraph, individual WAZ presentations were developed and implemented for mobile handsets. Portals of established customers like Die Zeit, Handelsblatt and Financial Times Deutschland were extended and optimised in order to satisfy the increasingly exacting demands made by mobile users.

Special interest sites promise to have tremendous market potential in future alongside the classic news portals. Niche concepts lead to attractive publications that have high-quality content ranges and communities and are very suitable for marketing as well. YOC succeeded in securing important new customers in this segment too and, among other projects, created a mobile website for the French offshoot of the educational magazine GEO in the third quarter, which gives users access to more than 200 mobile guide books.

With the mobile site for PistonHeads, a British online magazine for sports car enthusiasts, YOC also created the mobile portal via which the users can read the latest reports and be actively involved in the community any time and anywhere.

A complex technology platform is essential in order to implement sophisticated mobile portals efficiently. In view of this, our technologies for the realisation of mobile portals are optimised and updated on an ongoing basis. Our technology leadership on the market for mobile solutions, the market-leading quality of the portals we provide and the speed at which projects can be implemented will therefore continue to be the basis for further growth in the mobile Internet field in future.

http://mobil.geo.fr

http://mobile.thesun.co.uk

http://mobil.zeit.de

affiliate marketing

mobile B2C services

The third quarter of 2009 was dominated by activities to continue expansion of the business operations. belboon-adbutler GmbH also focussed in the third quarter on the obtainment of new partner programmes. Attractive partner programmes with well-known companies from the retail and service sectors are to act as growth drivers for the affiliate network in future as well.

In time for the online marketing trade fair dmexco, further new functions were provided in the network that help the sales partners (affiliates) to generate additional commission in the ongoing pay-per-sale business.

belboon-adbutler considers the move into international markets to be another strategic step to guarantee future growth, to improve the market position and to exploit further sales potential in the affiliate marketing field.

The YOC Group managed to generate small sales growth in the third quarter of 2009 in the mobile B2C services segment via the Moustik companies. This growth is attributable partly to the content partnerships established in recent months, the extensions to the sales channels and the focus on more efficient marketing opportunities.

Moustik concluded further premium game content partnerships in this quarter too, which will encourage developments on the German market and promise further growth for the future.

The technical integration process with the Belgian subsidiary Moustik Sprl. was finalised in the third quarter, as a result of which the quality of the platform was improved, while savings were made with external service providers at the same time. The different content management systems were standardised as well on conclusion of the integration process. This standardisation now enables efficient use to be made of all content in all the sales channel at the same time.

Further sales channels, as the mobile internet, were opened successfully in the last three months. They will have a positive impact on further sales growth in future. The focus in future is not only on addition to the content partnerships and portal optimisation but also on expansion of the sales channels.

YOC Share

Stock market upswing

The international stock markets were stimulated by the positive economic prospects in the third quarter of 2009. The main Deutsche Börse index DAX increased by 18% to 5,675 points over the past three months, for example. After the DAX temporarily fell to 3,589 points in early March, a restoration of investor confidence was apparent in the steady index uptrend until the end of September. The DAX rose 58% between its low in March and the end of the period under review. Like the DAX, the SDAX has risen steadily since March. The SDAX slipped to 2,149 points at the beginning of March and already reached 3,495 points again on 30. September. This represents an increase of 63%. Market players consider the substantial uptrend to be an initial positive sign that could indicate a recovery of the global economy and the end of the decline on the international markets.

YOC share:

share price increase in the 12-month period

The YOC share reached its high for the year so far in the third quarter: the share was trading at EUR 15.50 in early July. The share price decreased within the last three months, however, and settled at EUR 13.70 at the end of September. The YOC share price rose steadily by more than 14% over the past 12 months, however. By comparison with this, the SDAX only increased by about 2% in the past 12 months. During this period, the

YOC outperformed both the SDAX and the Prime All Share Index substantially at times. The YOC share has become considerably more attractive to international investors in particular since the successful uplisting to the Prime Standard at the end of April. Following Sal. Oppenheim, Deutsche Bank started coverage in June, recommending that the share is bought.

Investor relations activities intensified

YOC AG considers transparent financial market communication to be an important key to a sustained increase in corporate value. The company has therefore extended its investor relations activities in the current financial year. In the context of its investor relations programme, YOC AG took part in several events for investors and capital market players in the first nine months, which led to numerous discussions with investors and analysts. At these events, the YOC Group presented its business model, explained its strategic development plans and outlined its successful operating performance. YOC AG participated in the Frankfurt Equity Forum in the beginning of November. This event is in the meantime Europe's biggest equity financing platform, with more than 5,000 participants from the finance community, German and international companies, investors and analysts.

Development of the YOC Share and SDAX Performance Index

	YOC AG	SDAX Performance Index
01/10/2008	12,00 Euro*1	3,422.62 Pt
30/09/2009	13,70 Euro*1	3,495.48 Pt
Change	14,2%	2,1%

*1 Final price in XETRA trading

Asset position, financial situation and operating results

The YOC Group succeeded in generating slight corporate growth in the first nine months of the 2009 financial year, in spite of the economic and financial crisis. The strategy adopted by the company to become an international, full-service provider for use of mobile phones as an advertising, information and transaction medium is proving to be a decisive success factor and is helping the YOC Group to maintain its market position in times of economic crisis too.

Sales by the YOC Group in the 2009 financial year during the period from January to September 2009 increased by 5%, from EUR 17.6 million in the same period the previous year to EUR 18.5 million. Total performance was up 6% at EUR 18.7 million. Sales in the most important mobile marketing segment rose 23%, from EUR 10.1 million in 2008 to EUR 12.4 million in the period under review. The proportion of total Group sales accounted for by this segment therefore increased to 67%. Bluestar Mobile Ltd., which was acquired on 27. May 2009, contributed EUR 0.6 million to sales in the period under review. Sales in the affiliate marketing business segment decreased by 18% over the first three quarters of 2008 to EUR 4.6 million and contributed 25% of total Group sales. Mobile B2C services sales decreased by 21% in the first nine months of 2009 to EUR 1.6 million, which represents 8% of the total sales.

The most important market for the YOC Group in the new financial year continues to be Germany. The Group increased its sales on the domestic market by 3% in the first nine months of 2009, from EUR 15.1 million in the same period the previous year to EUR 15.6 million. This is attributable to the positive development of the core mobile marketing operations in Germany. Sales in Germany therefore accounted for 84% of total sales in the first nine months compared with 86% in the same period the previous year.

Sales generated internationally were up 16% over the same period the previous year from EUR 2.5 million to EUR 2.9 million, thus increasing their proportion of total sales. The most important international markets were Great Britain and Belgium, which contributed sales of EUR 1.4 million and EUR 0.9 million respectively. The remaining sales outside Germany were obtained in Austria (EUR 0.4 million) as well as in Spain, Switzerland, France and the Netherlands. YOC AG has made two acquisitions during the year: Bluestar Mobile Ltd. on 27. May 2009 and MIAM S.L. (Mobile Interactive Advertising Media) on 22. September 2009. They were therefore included in earnings for the time they belonged to the Group in the first three quarters of 2009.

Sales by segment Sales by regions

Material costs decreased by 6% from EUR 7.5 million to EUR 7.0 million in spite of higher sales. The increase in the gross profit margin is attributable mainly to the extremely positive development of the higher-margin mobile marketing segment.

The number of staff employed by the YOC Group increased because of the concerted expansion of the business operations in Germany and other countries. Due to internal and external growth, the Group added an average of 35 employees over the previous year to reach an average of 162. The Group had 177 employees on 30. September 2009. 5 additional employees were on maternal / parental leave. Personnel expenses rose to EUR 6.5 million due to the increase in staff.

The other operating expenses went up 22% from EUR 3.6 million in the first three quarters of the previous year to EUR 4.3 million. The percentage of total performance was higher than the figure of 20% in the previous year at 23%. Non-recurring expenses were incurred in the first nine months of the 2009 financial year that consist in particular of the costs of the segment change to the Prime Standard. The company primarily includes infrastructure expenses and advertising costs in the other operating expenses too.

The YOC Group generated an operating result before depreciation of EUR 0.9 million in the period under review following EBITDA of EUR 1.8 million in the first three quarters of 2008. The reduction in the EBITDA margin to 5% is attributable almost exclusively to the national and international expansion of the business operations and the non-recurring expenses incurred. After deduction of the costs for the change in the stock market segment and other non-recurring expenses, adjusted EBITDA were higher and were 31% lower than in the previous year at EUR 1.2 million. EBITDA in the mobile marketing segment decreased from EUR 0.6 million in the first nine months of 2008 to EUR 0.3 million. This development is also attributable to the above-mentioned reasons in spite of the higher sales. EBITDA in the affiliate marketing segment was down 37% at EUR 0.6 million because of the reduction in sales. EBITDA in the mobile B2C services segment amounted to EUR -0.01 million in the first three quarters of 2009. This is lower than in the same period the previous year.

EBITDA by Segment	30/09/2009	30/09/2008
Mobile Marketing	295	629
Affiliate Marketing	606	969
Mobile B2C Services	-11	209
Total	890	1,807

The operating result (EBIT) decreased from EUR 1.2 million in the previous year to EUR 0.2 million for the abovementioned reasons. Both the EBT at EUR 0.01 million (previous year: EUR 0.9 million) and earnings after tax at EUR 0.1 million (previous year: EUR 0.7 million) were therefore lower than in the previous year. The cash flow from operating activities amounted to EUR 0.5 million in the first nine months of 2009. The cash and cash equivalents totalled EUR 2.0 million (previous year: 4.5 Mio. Euro) at the end of the first nine months of 2009 and were therefore lower than the figure on the balance sheet date of 31. December 2008, mainly because of the repayment of loans and the agreed payment of earn-outs. Group equity was almost the same as on 31. December 2008 at EUR 12.3 million. Whereas the earnings after tax generated in the first nine months of 2009 increased the revenue reserves, the balance of the treasury shares purchased and the sale of some treasury shares in connection with the acquisition of MIAM S.L. (Mobile Interactive Advertising Media) reduced shareholders' equity, so that it remained almost unchanged in total.

Risk Report Prospects

As an international service company, the YOC Group operates in a dynamically developing market, which naturally involves specific company and industry risks as well as financial risks. Market and competitive risks, technological risks, liability risks, personnel risks, planning risks, organisational risks, financial risks and treasury risks are the main examples here. The risk policy adopted by the YOC Group is determined by the aim to achieve sustained growth and an increase in corporate value. Necessary risks are deliberately accepted after considering the potential risks involved in achieving the potential returns.

Our Group-wide, forward-looking risk controlling system enables risks and opportunities to be recognised and calculated at an early stage, so that efficient control can be guaranteed and company performance can be maximised.

There was no major change in the risk situation outlined in the 2008 annual report in the first nine months of 2009. An assessment of all the known facts and circumstances suggests that there are no major risks at the present time. We draw attention in addition to the "Prospects" section, which is designed to provide an overview of future developments.

There was a slightly positive development in the sales by the YOC Group in the first nine months of the 2009 financial year compared with the previous year. Mobile marketing campaigns for such companies as Coca-Cola, Deutsche Post and Kraft Foods were, for example, already commissioned and carried out in the first nine months of the current year. Innovative mobile solutions were implemented for such new customers as Intel and Austrian Airlines. Successful progress was also made in further expansion of the international marketing network of the YOC Group.

YOC is expecting the positive trend to continue in the mobile marketing field, leading to increasing market volume. Some of the reasons YOC sees for this are the steady improvement in the efficiency of mobile terminals, the introduction of inexpensive flat rates by network operators and the decisions taken by marketing and media managers in response to the efficiency and measurability of mobile marketing activities. YOC is confident that the burdens and risks of the current financial and economic crisis will be more than made up for by the above-mentioned positive trend.

3rd interim report 2009

Consolidated Interim Financial Statements

Income Statement (unaudited)

in Euro (condensed)	30/09/2009	30/09/2008
Sales	18,510,2 13	17,612,938
Inventory movements (finished and unfinished products)	-236,019	0
Own work capitalised	303,500	70,000
Other operating income	160, 340	33,586
Total performance	18,738,033	17,7 16,523
Material costs	6,980,928	7,455,053
Personnel expenses	6,520,859	4,890,01 6
Other operating expenses	4,3 45,875	3,564,7 5 3
Operating result before depreciation	890, 37 1	1,806,701
Depreciation	653,682	57 5 , 2 27
Operating result	236,689	1,23 1,474
Financial income	61,497	113,856
Financial expenses	295,377	395,644
Financial result	-233,881	-281,788
Earnings before tax	2,808	949,686
Taxes	-132,105	280, 20 1
Earnings after tax	134,913	669,484
Earnings per share (diluted/undiluted)	0,08	0,38
Number of shares in 2009/2008: 1,750,000

Statement of comprehensive income (unaudited)

in Euro (condensed)	30/09/2009	30/09/2008
Period earnings after tax	134,913	669,484
Unrealised gains on foreign-currency transactions	9,976	2,962
Miscellaneous earnings	9,976	2,962
Comprehensive income	144,889	672,446
Proportion of comprehensive income accounted for by minority interests	0	0
Proportion of comprehensive income accounted for by shareholders of YOC AG	144,889	672,446

Consolidated interim financial statements

Income Statement (unaudited)

in Euro (condensed)	Q3 2009	Q3 2008
Sales	6,289,806	5,958,646
Inventory movements (finished and unfinished products)	-127,01 9	0
Own work capitalised	103,500	70,000
Other operating income	56,787	3,986
Total performance	6,323,073	6,032,632
Material costs	2,478,285	2,558,323
Personnel expenses	2,275,168	1,7 1 5,963
Other operating expenses	1,398,570	1,1 8 1 ,423
Operating result before depreciation	1 71,050	576,923
Depreciation	242,9 1 1	203, 8 6 1
Operating result	-71,861	373,062
Financial income	-6,804	27,697
Financial expenses	99,788	84,7 0 1
Financial result	-106,593	-57,004
Earnings before tax	-178,454	3 16,059
Taxes	-170,934	52,404
Earnings after tax	-7,520	263,655
Earnings per share (diluted/undiluted)	0,00	0,15
Number of shares in 2009/2008: 1,750,000

Statement of comprehensive income (unaudited)

in Euro (condensed)	Q3 2009	Q3 2008
Period earnings after tax	-7,520	263,655
Unrealised gains on foreign-currency transactions	405	1,784
Miscellaneous earnings	405	1,784
Comprehensive income	-7,115	265,439
Proportion of comprehensive income accounted for by minority interests	0	0
Proportion of comprehensive income accounted for by shareholders of YOC AG	-7,115	265,439

Consolidated Balance Sheet (unaudited)

in Euro (condensed)	30/09/2009	31/12/2008
Assets
Non-current assets	20,014,523	16,841,3 17
Tangible assets	649,300	624,040
Goodwill	10,449,040	8,957,053
Intangible assets	7,6 1 7,072	6,510,046
Financial assets	1,000	1,000
Deferred tax assets	1,298,1 1 1	749,1 7 8
Current assets	8,322,547	11,408,928
Inventories	0	236,019
Downpayments made	285 ,1 7 1	88,2 1 5
Trade receivables	5,794,225	4,944,706
Other assets	110,049	223,681
Tax receivables	129,833	47,733
Securities	0	1,339,74 1
Cash and cash equivalents	2,003,269	4,528,833
Total assets	28,337,071	28,250,245

Consolidated Balance Sheet (unaudited)

in Euro (condensed) 30/09/2009 31/12/2008 Shareholders' equity and liabilities Equity 12,2 55,568 12,251,098 Subscribed capital 1,750,000 1,750,000 Capital reserve 9,100,489 9,100,489 Revenue reserve 1,5 42,409 1,397,521 Currency translation balance -46,109 3,088 Treasury shares - 9 1 , 2 2 1 0 Non-current liabilities 4,1 1 4 ,444 2,669,721 Provisions 48,200 48,200 Bank loans and overdrafts 1,550,340 837,000 Miscellaneous liabilities 664,63 1 1 4 5 ,6 18 Deferred taxes 1,8 5 1, 273 1,638,903 Current liabilities 11,967,059 13,329,426 Downpayments received 1,359,337 1, 225,1 28 Trade payables 1,507,422 1,546,348 Bank loans and overdrafts 4,632,000 5,086,046 Miscellaneous liabilities 3,880, 534 5,070,1 3 3 Tax payables 516,840 1 4 9,1 9 3 Provisions 70,926 252,578 Total equity and liabilities 28,3 37,071 28,250,24 5

Consolidated Cash Flow Statement (unaudited)

in Euro (condensed)	30/09/2009	30/09/2008
Earnings for the period after tax	134,9 1 3	669,484
Depreciation	653,682	575,227
Taxes recognised in the income statement	-132,1 0 5	280,201
Interest recognised in the income statement	233,88 1	281,788
Other non-cash expense and income	-80,487	6,686
Cash-Earnings	809,884	1,813,386
Outflows from asset disposals	13,438	0
Inflows from the sale of marketable securities	0	1,210,5 42
Inventory movements	236,0 19	0
Movements in receivables, downpayments and other assets	-375,784	-674,1 9 8
Movements in payables, downpayments and other liabilities	781,920	712,5 62
Movements in provisions	-216,652	24,600
Interest received	61,497	113,856
Interest paid	-249,825	-395,644
Taxes paid	-523,266	-145,73 8
Cash flow from operating activities	537,232	2,659,366
Outflows from asset disposals	1,339, 74 1	0
Acquisition of equity interests	-3,7 7 7,668	-1,368,048
Investments in tangible/intangible assets	-492,943	-178,967
Outflows for development costs	-300,000	-70,000
Cash-Flows from investing activities	-3,230,870	-1,6 17,0 1 5
Loan repayment	-700,000	0
Loan obtainment	959,294	202,000
Acquisition of treasury shares	- 9 1 , 22 1	0
Cash-Flows from financing activities	168,073	202,000
Net increase / decrease in cash and cash equivalents	-2,525,564	1,244,3 5 1
Cash and cash equivalents at the beginning of the reporting period	4,528,833	3,360,2 3 1
Cash and cash equivalents at the end of the reporting period	2,003,269	4,604,583

Statement of changes in consolidated equity (unaudited)

in Euro (condensed)	Share capital	Capital reserves	Revenue reserves	Currency translation balance	Treasury shares	Total
On 31/12/2008	1,750,000	9,100,489	1,397,521	3,088	0	12,251,098
Period earnings after tax			134,913	-49,1 9 7		85,715
Unrealised profits			9,976			9,976
Comprehensive income			144,889	-49 ,1 97		95,691
Acquisition of treasury shares					- 9 1 , 2 2 1	- 9 1 , 2 2 1
On 30/09/2009	1,750,000	9,100,489	1,542,410	-46,109	- 9 1 , 2 2 1	12,255,568

in Euro (condensed)	Share capital	Capital reserves	Revenue reserves	Currency translation balance	Treasury shares	Total
On 31/12/2007	1,750,000	9,100,489	964 ,79 9	2,585	0	11,817,873
Changes in valuation principles			-75,8 6 1			-75,8 6 1
Corrected shareholders' equity	1,750,000	9,100,489	888,938	2,585	0	11,742,012
Period earnings after tax			666,5 2 2			666,522
Unrealised profits				2,962		2,962
Comprehensive income			666,5 2 2	2,962		669,484
Acquisition of treasury shares						0
On 30/09/2008	1,750,000	9,100,489	1,555,460	5,547	0	12,411,496

The figures have not been reviewed by an auditor. Where rounded amounts and indicators are used, differences may occur because of commercial rounding.

Annex (unaudited)

General information and accounting and valuation principles

In accordance with § 290 II of the German Commercial Code (HGB), YOC AG is required to prepare consolidated financial statements and has exercised the exemption option provided by § 315a of the HGB to compile its accounts in accordance with the International Financial Reporting Standards (IFRS).

The condensed and unaudited consolidated interim financial statements of YOC AG have been prepared in accordance with the stipulations of International Accounting Standard (IAS) 34. The standards and interpretations that are mandatory in the European Union as of 1. January 2009 have been applied in preparation of the consolidated interim financial statements.

The consolidated interim financial statements should be read in connection with the audited IFRS consolidated financial statements for the year that ended on 31. December 2008.

The accounting and valuation principles applied in these consolidated interim financial statements correspond fundamentally to those that were applied in the IFRS consolidated financial statements for the year that ended on 31. December 2008.

The consolidated interim financial statements have not been audited or reviewed by the auditor of the annual financial statements.

Acquisitions

YOC AG acquired 100% of the shares in Bluestar Mobile Limited, London, Great Britain, on 27. May 2009. Bluestar Mobile Ltd. is a mobile marketing and mobile Internet provider in Great Britain and the United States of America (USA). The acquisition costs of EUR 1.929 million (GBP 1.695 million) include incidental acquisition costs of EUR 81,000 (GBP 71,000). Purchase price allocation has to be carried out in accordance with IFRS 3 "Business Combinations" as a result of the acquisition. In the interim financial statements for the period that ended on 30. September 2009, Bluestar Mobile Ltd. has been included in

the quarterly financial statements on the basis of provisional purchase price allocation that can be adjusted within one year.

The following table shows the provisional purchase price allocation for Bluestar Mobile Ltd. at the time of acquisition.

Provisional allocation of purchasing costs Blustar Mobile Ltd. (in TEUR)	Historical book values
Non-current assets	1,211
Intangible assets	1,203
Tangible assets	8
Deferred taxes	0
Current assets	463
Receivables and other assets	380
Cash in hand and at bank	83
Liabilities	730
Provisions	0
Payables	393
Deferred taxes	337
Net assets	944

Total purchase price	1.940
Net assets	944
Remaining goodwill	996

YOC AG acquired 100% of the shares in Mobile Interactive Advertising Media S.L., Madrid, Spain, for a provisional purchase price of EUR 0,35 million on 22. September 2009. Mobile Interactive Advertising Media S.L. is a provider of mobile advertising services in Spain. Since the purchase of the shares in the company was shortly before the qualifying date for the

quarterly financial statements, it has not been possible to carry out purchase price allocation in accordance with IFRS 3 yet. The company has therefore been included in the consolidated financial statements initially on the basis of provisional purchase price allocation, taking the historical book values into account. This allocation can be adjusted within one year.

The following table shows the provisional purchase price allocation for Mobile Interactive Advertising Media S.L. at the time of acquisition.

(in TEUR)

Total purchase price	350
Net assets	-212
Remaining goodwill	562

Britain, and of Mobile Interactive Advertising Media S.L. Madrid, Spain, leads in connection with the provisional purchase price allocations to an increase in goodwill of about EUR 1.55 million to about EUR 10.5 million.

Provisional allocation of purchasing costs Mobile Interactive Advertising Media S.L. (in TEUR)	Historical book values
Non-current assets	0
Intangible assets	0
Tangible assets	0
Initial consolidation of Bluestar Mobile Ltd., London, Great Deferred taxes	0
Current assets	266
Receivables and other assets	259
Cash in hand and at bank	7
Liabilities	478
Provisions	0
Payables	478
Deferred taxes	0
Net assets	-212

Consolidated Interim Financial Statement

26YOC AG 3rd interim report 2009

Companies consolidated

The companies consolidated in the YOC Group increased at the end of the third quarter of 2009 not only due to the acquisition of Bluestar Mobile Ltd., London, Great Britain, and Mobile Interactive Advertising Media S.L., Madrid, Spain, but also due to the addition of further companies (YOC Central Eastern Europe GmbH, Vienna, Austria, YOC Mobile Advertising GmbH, Berlin, Germany and ubiyoo GmbH, Berlin, Gemany).

Information about related parties

No business transactions were carried out with related parties.

Miscellaneous events

Purchase of treasury shares

YOC AG acquired 10,000 of its own shares in the first half of the 2009 financial year. 2,000 of them were used to acquire Mobile Interactive Advertising Media S.L.

Changes in corporate status and name

Sevenval AG changed its corporate status and name to Sevenval GmbH with effect from 3. September 2009.

YOC Management Incentive Programm

The YOC Management Incentive System approved at the last shareholders' meeting on 15. July 2009 was implemented as planned in the third quarter.

Loans

In May 2009, YOC AG obtained a loan of EUR 1.300 million as part of the funding arrangements for buying Bluestar Mobile Ltd., London, Great Britain. The loan was paid out with an amount of EUR 1.248 million and involves quarterly repayments of EUR 65,000 until 30. June 2014. The annual interest rate is 6.60%.

YOC AG repaid loans of EUR 700,000 on 7. July 2008.

Variable purchase prices of about EUR 2.5 million due in the context of the acquisitions of Brutus Media GmbH, Sevenval AG and adbutler GmbH were paid according to plan.

Uplisting Prime Standard

The YOC share has been listed in the Prime Standard segment of the Frankfurt Stock Exchange since 30 April 2009.

	Fully consolidated companies	Shares in %	Held via No.	Since
Germany
1	YOC AG, Berlin	-	-	-
2	Moustik GmbH, Berlin	100%	1	01/02/2007
3	Brutus Media GmbH, Regensburg	100%	1	31/07/2007
4	Sevenal AG, Cologne	100%	1	25/09/2007
5	belboon-adbutler GmbH, Hiddenhausen	100%	1	12/03/2008
6	YOC Mobile Advertising GmbH, Berlin	100%	1	11/03/2009
7	ubiyoo GmbH, Berlin	100%	1	24/08/2009
Other countries
8	YOC Ltd., London, Great Britain	100%	1	01/01/2007
9	Moustik Sprl., Brussels, Belgium	100%	1	01/02/2007
10	Bluestar Mobile Ltd., London, Great Britain	100%	1	27/05/2009
11	YOC Central Eastern Europe GmbH, Wienan, Autria	100%	1	01/06/2009
12	Mobile Interactive Advertising Media S.L. ,Madrid, Spain	100%	1	22/09/2009

Segment Report

in EUR	Mobile Marketing	Affiliate Marketing	Mobile B2C Services	Consoli dation	YOC-Group
01/01/2009 - 30/09/2009
External sales	12,366,538	4,590,107	1,553,568	-	18,510,213
Internal sales	448,015	22,083	571,188	-1,041,286	-
Total sales	12,814,553	4,612,190	2,124,756	-1,041,286	18,510,213
Own work capitalised	163,500	140,000	-	-	303,500
Inventory movements	-236,019	-	-	-	-236,019
Other operating income	149,317	11,023	-	-	160,340
Total performance	12,443,336	4 ,741 ,13 0	1,553,568	-	18,738,034
Material costs	3,160,856	3,540,572	279, 500	-	6,980,928
Personnel expenses	5,866,696	485,087	169,076	-	6,520,859
Other operating expenses	3,121,253	108,947	1,115,675	-	4,345,875
EBITDA	294,531	60 6 , 524	-10,683	-	890, 372

01/01/2008 - 30/09/2008

External sales	10,051,898	5,594,556	1,966,484	-	17,612,938
Internal sales	391,432	24,502	643,371	-1,059,305	-
Total sales	10,443,331	5,619,057	2,609,855	-1,059,305	17,612,938
Own work capitalised	-	70,000	-	-	70,000
Inventories	-	-	-	-	-
Other operating income	20,438	13,021	127	-	33,586
Total performance	10,072,336	5,677,577	1,966 ,611	-	17,716,523
Material costs	2,835,198	4 , 2 5 7,1 8 7	362,668	-	7,455,053
Personnel expenses	4,396,156	341,628	152,232	-	4,890,016
Other operating expenses	2,212,375	110,060	1,242,318	-	3,564,753
EBITDA	628,607	9 6 8 ,701	209,393		1,806,701

The figures have not been reviewed by an auditor. Where rounded amounts and indicators are used, differences may occur because of commercial rounding. The figures for the previous year have been adjusted in accordance with IFRS 3.62 (b) (iii).

EBITDA can be reconciled to earnings after tax as follows:

Profit (in TEUR)	30/09/2009	30/09/2008
EBITDA	890	1.807
Depreciation	-653	- 5 76
Financial Result	-234	-282
Taxes	132	-280
Earnings after tax	135	669

TEUR 15.567 of the external sales were accounted for by Germany (previous year: TEUR 15.085). TEUR 2.943 of the external sales were generated in other countries (previous year: TEUR 2.528).

Assurance by the legal representatives

in accordance with § 37y of the German Securities Trading Act (WpHG) in connection with § 37w Paragraph 2 No. 3 of the German Securities Trading Act

We confirm to the best of our knowledge that the consolidated financial statements comply with the accounting principles which have to be applied in interim financial reporting and communicate a true and fair picture of the Group asset position, financial situation and operating results, that the consolidated management report presents the development of the business, including the business results and the situation of the Group, in such a way that a true and fair picture is communicated and that the main opportunities and risks of the probable development of the Group in the rest of the financial year are outlined.

Berlin, November 17th 2009

Dirk Kraus, CEO of YOC AG

Alex Sutter, CSO of YOC AG

Jan Webering, COO of YOC AG

Dr. Jürgen Wolff, CFO of YOC AG

Financial Calender

09/03/2010

Publication of the provisional annual results for 2009

21/04/2010

Press conference about the annual financial statements

18/05/2009

Publication of the report about the 1st quarter of 2010

08/06/2010

Annual shareholders' meeting

12/08/2010

Publication of the report about the first half of 2010

10/11/2010

Publication of the report about the 3rd quarter of 2010

Provisional dates. An updated version can be found at www.yoc.com

Imprint

Publisher and overall concept YOC AG Karl-Liebknecht-Str. 1 10178 Berlin

t: +49 (0) 30 / 72 61 62-161 f : +49 (0) 30 / 72 61 62-222 e: info@yoc.com

www.yoc.com

Design and Production YOC AG

Reprinting only allowed with the approval of YOC AG.