ACQUISITION OF TPI

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ACQUISITION OF TPI

• 28 April 2006

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Disclaimer

• This communication is made to and directed only
  at those persons having professional experience
  in matters relating to investments who fall
  within the definition of "investment
  professionals" in Article 19, or a person falling
  within Article 48(1), Article 49(2)(a) or Article
  50(1) of, The Financial Services and Markets Act
  2000 (Financial Promotion) Order 2005, (each a
  "Relevant Person") and this communication must
  not be acted on or relied on by any person who is
  not a Relevant Person.
• This communication is confidential and may not be
  reproduced, redistributed or passed on directly
  or indirectly to any other person or published in
  whole or in part for any purpose.
• No offer, invitation or inducement to acquire
  shares or other securities in Yell Group plc
  (Yell) is being made by or in connection with
  this communication.
• No part of this communication should form the
  basis of, or be relied on in connection with, any
  contract or commitment or investment decision
  whatsoever.
• The information communicated in relation to this
  document is not for publication or distribution
  in the United States of America, Canada,
  Australia, Japan or the Republic of South Africa
  or any other jurisdiction where such activity is
  unlawful.
• The information communication does not constitute
  an offer of securities for sale in the United
  States of America. The securities proposed to be
  offered in Yell pursuant to its cash box placing
  have not been and will not be registered under
  the Securities Act and may not be offered or sold
  in the United States of America except pursuant
  to an exemption from, or transaction not subject
  to, the registration requirements of the
  Securities Act.
• The statements contained in this document,
  particularly those regarding synergies,
  divestments, and growth are or may be forward
  looking statements and reflect management's
  current analysis and expectations, based on
  reasonable assumptions and on unaudited TPI
  management estimates. By their nature, forward
  looking statements involve risk and uncertainty
  because they relate to events and depend on
  circumstances that will occur in the future.
• Actual results may differ materially from the
  statements made depending on a variety of
  factors, including, but not limited to,
  fluctuation in the level of clients' commercial
  activity, adverse change in the economic climate,
  the price of paper, the loss of important
  intellectual property rights, the level of demand
  for new technology, a loss of key personnel, the
  regulatory environment in which Yell and TPI
  operate and whether Yell and TPI are successfully
  integrated. We urge you to read the Risk Factors
  and cautionary language in the annual report on
  Form 20-F of our subsidiary, Yell Finance B.V.,
  which was filed in June 2005 and is posted on our
  website, together with our press release and
  annual reports of Yell Group plc.
• Yell cannot predict such risks nor can they
  assess the impact, if any, of such risks on their
  business or the extent to which any risk, or
  combination of risks, may cause actual results to
  differ from those predicted in any forward
  looking statements. Accordingly, forward looking
  statements should not be relied upon as a
  prediction of actual results. Neither Yell, nor
  any other member of the Yell Group or affiliate,
  nor any adviser or person acting on their behalf,
  nor Deutsche Bank AG or Goldman Sachs
  International (together the "Banks"), shall
  undertake to revise any forward looking
  statements, whether as a result of new
  information future events or otherwise.
• Neither Yell, nor any other member of the Yell
  Group or affiliate, nor any adviser or person
  acting on their behalf, nor the Banks, shall
  (without prejudice to any liability for
  fraudulent misrepresentation) have any liability
  whatsoever for loss however arising, directly or
  indirectly, from the use of the information
  communicated in relation to this document.
  Neither Yell, nor any other member of the Yell
  Group or affiliate, nor any adviser or person
  acting on their behalf, nor the Banks, makes any
  representation or warranty, express or implied,
  as to the accuracy or completeness of the
  information communicated in relation to this
  document.

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Agenda
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STRATEGIC RATIONALE

• John CondronCEO

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Transaction overview

• Agreement with Telefonica to acquire 59.9 of the
  share capital of TPI by way of an all cash public
  tender offer valuing TPI equity at 3,069m, with
  the assumption of 220m of net debt(a)
• Yell will launch tender offer for 100 of TPI
  share capital
• Values each TPI share at 8.50
• 4.9 discount to the current market price of
  8.94 (close of 27 April 2006)
• 22.3 premium to the 3 month average price of
  6.95 per TPI share prior to 18 January 2006(b)
• EV multiple of 15.0x reported year end 31
  December 2005 EBITDA
• Approvals needed from Spanish antitrust
  authorities and Yell shareholders
• Circa 350m being raised through equity,
  remainder of transaction financed through debt

(a) Net debt estimate at Q1 2006, inclusive of
dividend announced of 144.4m to be paid on 5 May
2006 (b) On 18th January, the Spanish stock
market regulator, CNMV, announced the requirement
for listed companies, that also allow their
controlling units to trade, to divide their
businesses to avoid conflicts of interest. This
generated rumours of a potential strategic sale
by Telefonica of its stake in TPI
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Acquisition rationale

• Expanding Yell into attractive growth markets
• Leading position in Spain
• Powerful brand recognition
• Good, experienced management
• Clear opportunities for revenue and profit uplift
  from back to basics strategy
• High cash conversion
• EPS accretive in first full year and return on
  capital in excess of 8.0 by the fourth full year

OUTSTANDING OPPORTUNITY
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TPI a high quality company

• Print
• Leading directory publisher in Spain - estimated
  market share of 90
• In Spain TPI publishes 182 directory titles (a)
  with a distribution exceeding 36 million(b)
• Latin America
• Leading market positions in high growth Latin
  American regions - No 1 in Peru and Chile
• New media
• Directory assistance and Internet products

(a) Number of titles published in Spain only.
Total of 262 titles including Latin American
operations. Source TPI company data (b) Source
Kelsey Group- Global Yellow Pages 2005
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The Spanish directories opportunity

• Potential in core Spanish market

Spain
UK
Europe(a)
(a) Defined as average of UK, Germany, France,
Italy and Spain (b) Growth rate for 2005 Source
Deutsche Bank economic research (c) Defined as
the probability of a representative individual to
use Print to look up a business in his/her area
per Kelsey Group report March 2006 (d) Defined as
percentage of population with access to directory
print publications - per Kelsey Group Global
Yellow Pages 2005 (e) Defined as percentage of
population with access to Internet - per Kelsey
Group report November 2005
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Opportunity for Yell grow usage

• Build usage Yellow Pages usage lower than rest
  of Europe Spain usage of 27 vs. 65 in UK(a)
• Refocus spend in AP on core products has
  historically declined with introduction of new
  products
• Improve comprehensiveness and scoping of
  directories
• Speed up distribution to enhance usage

TRANSFERRAL OF BEST PRACTICE
(a) Source Kelsey Group report March 2006
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Opportunity for Yell grow customer numbers
TPI declining customer base Yellow Pages
(a) Defined as percentage of population with
access to directory print publications - per
Kelsey Group Global Yellow Pages 2005 Source
TPI and Yell estimates
TRANSFERRAL OF BEST PRACTICE
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Opportunity for Yell grow ARPA

• Grow ARPA pricing - TPI 2005 yellow pages ARPA of
  963 vs. average 2004/2005 ARPA in Europe(a) of
  1,146 (UK(b) ARPA of 1,794)
• Refocus sales force on core products
• Reinvest in sales force recruitment and
  training
• TPI revenue per sales rep 20 lower than the UK
• Redesign discounting programme - discounts give
  away substantial proportion of revenue
• Simplify advert range

TRANSFERRAL OF BEST PRACTICE

• Europe is defined as the average of UK, Germany,
  France, Italy and Spain
• Represented by Yells UK business, assuming an FX
  rate 1.45
• Source Kelsey Group March 2006

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Internet opportunity

• Internet penetration

• Under-penetrated but growing online market
• Accelerated unbundling of internet from print,
  monetising strong internet brand and
  infrastructure
• Review and simplify pricing structure
• Incentivisation of sales force and specialised
  training
• Leveraging on experience from yell.com

• Europe defined as average of Switzerland,
  Denmark, Netherlands, Finland, UK, Germany,
  Austria, Italy, Belgium, France and Spain
• Source Eurostat 2004

TRANSFERRAL OF BEST PRACTICE
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Latin America

• Small but growing business
• Latin American assets represent 21 of TPI
  revenues and 13 of EBITDA
• Robust growth and market leading positions
• Already de-risked and separately managed
• Align with Yells best operational, marketing and
  sales practice

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TPI integration plan

• Sharing of best practice led by senior Yell team
  to re-focus business
• Strong track record of US integration and
  transferral of best practice
• Support for strong local management through
  secondment of Yell people
• Expect to be substantially integrated by calendar
  year end 2007

REALISING THE OPPORTUNITY
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FINANCIAL IMPACT

• John Davis CFO

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Financial impact

• Accelerated core Spanish Yellow Pages and
  Internet revenue replacing low yielding non-core
  revenue over time
• TPI 2005A EBITDA margin of 33.7 rising to 40.8
  by 2008/2009
• Full run rate cost synergies of 15m (22m) in
  second full year (2008/2009)
• Earnings accretive from first full year
  (2007/2008)
• Return on capital in excess of 8.0 by the fourth
  full year(a)
• Yell Groups growth characteristics unchanged
• 90 financed by debt, with leverage below 5.5x
  net debt / EBITDA in 2006/2007, with rapid
  de-leveraging thereafter
• Capacity to continue to fund US growth
• Dividend policy maintained

(a) No benefit taken for potential tax
amortisation of intangibles and goodwill
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A more diversified group
Yell
Combined
Latam 3
Spain 17
US 47
UK 33
Yell
Combined
Latam 3
Spain 20
US 41
UK 36
Margin 30.9
Margin 31.8
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TPI growth potential
Notes Financials shown in Euros, sourced from
Yell estimates. 2005 based on reported number
and shows partial year revenues for Italian DA
business (mid year market entry) Estimates of
March year end financials for TPI based on TPI
December year end financials for comparability
to Yell in terms of revenue recognition
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Synergies

• 22m (15m) cost synergies realised by 2008/2009,
  driven by economies of scale and increased
  purchasing power, and fully realised from
  renegotiation of supplier contracts and
  consolidation of IT operations
• operations paper, print and press (13m)
• IT order processing (7m)
• head office (2m)
• limited synergies prior to this due to existing
  contracts run down
• Overall cost base held but redirected towards
  top-line print revenue growth, no additional
  investment
• Additional 4 margin uplift from revenue
  initiatives

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Financing

• Draw down from new 4.65bn fully underwritten
  senior bank facility
• Refinance existing Yell senior bank facility,
  buyback and redeem high yield bonds
• Finance the acquisition of TPI
• Equity placing of approximately 350m
• Future acquisition headroom (un-utilised
  revolving credit facility of 400m available) for
  future US growth opportunities no limitation to
  fund growth in Yell North American operations
• Attractive rates low cost of debt

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Summary

• Expanding Yell into an alternative growth market
• Clear opportunities for revenue and profit uplift
• Transferral of best practice
• Funding maintains flexibility - supports strategy
  of growing Yells footprint in the US
• Maintain dividend policy
• Return on capital in excess of 8.0 by the fourth
  full year

AN OUTSTANDING EUROPEAN GROWTH OPPORTUNITY
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EXPECTED TRANSACTION TIMETABLE

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Expected transaction milestones and timetable to
completion
Launch of tender offer for outstanding TPI share
capital and acceptance period begins
Early June 2006
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• Investor Relations Jill Sherratt 44 (0)118 950
  6984
• www.yellgroup.com
• Yell, Queens Walk, Oxford Road, Reading,
  Berkshire RG1 7PT
• Trade mark of Yell Limited