Use these links to rapidly review the documentTABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS

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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 20-F

(Mark One)

|/ /                                         | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------- | ------------------------------------------------------------------------------------------------
|OR                                         
|/x/                                         | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934            
|For the fiscal year ended December 31, 2000
|OR                                         
|/ /                                         | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934        

For the transition period from N/A to N/A

Commission file number: 0 - 30676

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TRADER.COM N.V.(Exact name of the Registrant as specified in its charter)

TRADER.COM N.V.(Translation of Registrant's name into English)

The Netherlands(Jurisdiction of incorporation or organization)

Overschiestraat 61
1062 XD Amsterdam The Netherlands(Address of principal executive offices)

Securities
registered or to be registered pursuant to Section 12(b) of the Act.

|Title of each class                                      |  | Name of each exchange on which registered                                       
|-------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Class A Common Shares, nominal value euro 0.16 per share |  | NASDAQ Stock Market National Market and the Premier Marché of ParisBourse SBF SA

Securities
registered or to be registered pursuant to Section 12(g) of the Act.

| |  | /x/  None
| |  | ---------

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

| |  | /x/  None
| |  | ---------

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

39,625,217 Class A Common Shares, nominal value euro 0.16 per share
51,600,000 Class B Common Shares, nominal value euro 1.92 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.

|Yes /x/ |  | No / / |  | 
|------- |  | ------ |  | 

Indicate
by check mark which financial statement item the registrant has elected to follow.

|Item 17 / / |  | Item 18 /x/ |  | 
|----------- |  | ----------- |  | 

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TABLE OF CONTENTS



|FORWARD-LOOKING STATEMENTS
|--------------------------
|                          
|PART I                    
|ITEM 1                    
|ITEM 2                    
|ITEM 3                    
|ITEM 4                    
|ITEM 5                    
|ITEM 6                    
|ITEM 7                    
|ITEM 8                    
|ITEM 9                    
|ITEM 10                   
|ITEM 11                   
|ITEM 12                   
|                          
|PART II                   
|ITEM 13                   
|ITEM 14                   
|ITEM 15                   
|ITEM 16                   
|                          
|PART III                  
|ITEM 17                   
|ITEM 18                   
|ITEM 19                   

In this document, the "Company", "we", "us" and "our" refers to Trader.com N.V.

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FORWARD-LOOKING STATEMENTS

Some of the statements in this document are forward-looking within the meaning of Section 27A of the Securities Act of 1993 and Section 21E of
Securities Exchange Act of 1934. Forward-looking statements include statements regarding the intent, belief or current expectations of the Company or its officers with respect to various matters. When
used in this filing, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward looking
statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by any such statements.
Those factors include, but are not limited to, the information disclosed contained in the sections entitled "Item 4: Information on the Company's Business Operations "and "Item 5: Operating and
Financial Review and Prospects", including risks or uncertainties relating to our history of reported losses, the control of our company by a small group of shareholders, our highly competitive
industry, our ability to make and integrate acquisitions, our ability to obtain additional financing for acquisitions, political and economic conditions of the countries in which we operate including
Russia, the currencies in which we do business, our dependence on our management team, our workforce requirements, our content, our brands, our dependence on advertising including print and online
advertising, our ability to expand and the limited history of our online activities, our online strategy and execution of it and the expenditures required to implement it, the expansion of the
Internet and our dependence on the growth of Internet usage, as well as general economic and market conditions. These are factors, that could cause our actual results to differ materially from those
expressed or implied by those forward looking statements, include, but are not limited to, those addressed under the "Risk Factors" section of Item 3. and elsewhere in this filing.

These
forward-looking statements speak only as of the date of this filing. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any
forward looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward looking statement is
based.

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PART I

Item 1Identity of Directors, Senior Management and Advisors

Not applicable

Item 2Offer Statistics and Expected Timetable

Not applicable

Item 3Key Company Information

A.  Selected Financial Data

PRESENTATION OF FINANCIAL INFORMATION

We publish our Combined and Consolidated Financial Statements in euros, although the functional currency for our operations varies depending upon location.
Unless otherwise indicated, all references in this annual report to:



The
accompanying financial statements of the Group prior to January 1, 1999 have been restated from the U.S. dollar to the euro, which is the Group's reporting currency, as of
January 1, 1999. The financial statements have been recast in accordance with EITF D-71"Accounting Issues Relating to the Introduction of European Economic
and Monetary Union (EMU)".Prior year balances have been recast using the exchange rate between the euro and the U.S. dollar of E 1.00 to
$1.1669 as of January 1, 1999. Comparative financial statements depict the same trends as would have been presented if the Group had continued to present the financial statements in U.S.
dollars. However, the financial statements for the periods prior to January 1, 1999 will not be comparable to the financial statements of the other companies that report in euros and that
restated amounts from a currency different from the U.S. dollar. As a result of the Group's reporting currency restatement from the U.S. dollar to euro

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as of January 1, 1999, the high, low and average exchange rates are presented only for 1999 and subsequent interim periods. The closing rate on May 31, 2001 was
E 1.00 = $.8815.

Euro / U.S. Dollar Exchange RateHigh

Low

AverageYear ended December 31, 1999





1.0600Year ended December 31, 2000





.9203December 2000

.9428

.8564

January 2001

.9595

.9109

February 2001

.9445

.9013

March 2001

.9380

.8748

April 2001

.9091

.8698

May 2001

.9007

.8498

June 2001 (June 1June 15)

.8634

.8411




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SELECTED HISTORICAL FINANCIAL AND OTHER DATA

You should read the following selected historical financial data in conjunction with "Item 5. Operating and Financial Review and Prospects" and the
Combined and Consolidated Financial Statements, including notes thereto, found elsewhere in this document.

|                                                     |                                     | Predecessor Group |         | Trader.com N.V. |  
|---------------------------------------------------- | ----------------------------------- | ----------------- | ------- | --------------- | -
|
|
|Statement of Operations Data:                        |                                     |                   |         |                 |  
|Revenues                                             |                                     | E                 | 108,412 |                 | E
|Operating costs and expenses                         |                                     |                   |         |                 |  
|                                                     | Cost of revenues                    |                   |         | 53,910          |  
|                                                     | Selling, general and administrative |                   |         | 30,598          |  
|                                                     | Depreciation and amortization       |                   |         | 10,153          |  
|                                                     | Non-cash compensation expense       |                   |         |                |  
|                                                     | Write down of impaired assets       |                   |         |                |  
|                                                     |                                     |                   |         |                 |  
|Operating profit (loss)                              |                                     |                   | 13,751  |                 |  
|Other (income) and expenses                          |                                     |                   |         |                 |  
|                                                     | Interest and financing fees         |                   |         | 14,335          |  
|                                                     | Foreign exchange loss (gain)        |                   |         | (1,281          | )
|Income taxes:                                        |                                     |                   |         |                 |  
|                                                     | Current                             |                   |         | 1,636           |  
|                                                     | Deferred                            |                   |         | 1,037           |  
|                                                     |                                     |                   |         |                 |  
|Loss before minority interest and extraordinary item |                                     |                   | (1,976  | )               |  
|Loss before extraordinary item                       |                                     |                   | (2,439  | )               |  
|Net Loss                                             |                                     | E                 | (2,439  | )               | E
|Basic and diluted net loss per common share(1).      |                                     |                   | NA      |                 |  
|Common shares(1)                                     |                                     |                   | NA      |                 |  
|Balance Sheet Data (at end of period):               |                                     |                   |         |                 |  
|Cash and cash equivalents                            |                                     | E                 | 8,752   |                 | E
|Total assets                                         |                                     |                   | 221,260 |                 |  
|Long-term debt (including current portion)           |                                     |                   | 170,760 |                 |  
|Total shareholders' equity (deficit)                 |                                     |                   | 3,074   |                 |  
|Other Financial Data:                                |                                     |                   |         |                 |  
|Cash provided by (used in):                          |                                     |                   |         |                 |  
|                                                     | Operating activities                |                   | E       | 16,879          |  
|                                                     | Investing activities                |                   |         | (53,709         | )
|                                                     | Financing activities                |                   |         | 38,062          |  
|EBITDA(5)                                            |                                     |                   | 23,904  |                 |  
|Capital expenditures                                 |                                     |                   | 3,071   |                 |  
|Dividends paid(6)                                    |                                     |                   |        |                 |  
|Selected Statistical Data (at end of period):        |                                     |                   |         |                 |  
|Number of publications                               |                                     |                   | 164     |                 |  
|Number of web sites                                  |                                     |                   | 6       |                 |  
|Number of countries                                  |                                     |                   | 12      |                 |  

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The
selected historical combined statement of operations and other financial balance sheet data as of and for the years ended December 31, 1996 and December 31, 1997, as
of December 14, 1998 and for the period from January 1, 1998 through December 14, 1998 are derived from the audited combined financial statements of the Hebdo Mag companies
acquired on December 15, 1998. The combined and consolidated statement of operations and other financial balance sheet data as of December 31, 1998 and for the period from
December 15, 1998 through December 31, 1998, and as of and for the years ended December 31, 1999 and December 31, 2000 are derived from audited combined and consolidated
financial statements. These combined and consolidated financial statements have been prepared in accordance with U.S. GAAP. The combined and consolidated results of operations for the period after
December 14, 1998 and the year ended December 31, 1999 and December 31, 2000, are presented on a different cost basis than that for the periods before December 14, 1998
and, therefore, are not comparable. The information appearing under Selected Statistical Data is unaudited. Balances prior to January 1, 1999 were restated from the U.S. dollar (the prior
reporting currency) into euros using the exchange rate as of January 1, 1999 of E 1.00 to $1.1669.

B.  Capitalization and indebtedness

Not applicable

C.  Reasons for the offer and use of proceeds

Not applicable

D.  Risk Factors

We have a history of losses and anticipate that we will continue to report net losses, which may decrease the market value of our Class A Common Shares

We reported net losses of approximately E 72.1 million and E 172.1 million for
the years ended December 31, 1999 and December 31, 2000. We expect to continue to report net losses in the near future primarily
due to continued investment in our online activities. We anticipate that costs related to our online activities will continue to exceed our revenues from our online activities for at least 2001.

The terms of our indebtedness require us to achieve specified financial ratios and may restrict our operating and growth strategies

Our credit agreement contains financial covenants which require us to achieve a number of operating and financial ratios, including some covenants which will
require us to improve operating and financial ratios in the future. Our credit agreement contains specific covenants that include ratios of EBITDA (as defined in the credit agreement) to total net
cash interest payable, cash flow to total cash pay debt service, senior debt to EBITDA and total cash pay debt to EBITDA, as well as permitted capital expenditure and internet spending limits. Terms
and definitions of these ratios are outlined in the credit agreement and covenants are tested over predetermined periods. The breach of any of these covenants could result in a default under our
credit agreement. In addition, the lenders could elect to declare all amounts borrowed under the credit agreement, together with accrued interest, immediately due and payable. Our credit agreement
also contains a number of covenants that, among other things, restrict our ability to:



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Please
refer to the "Liquidity and the Capital Resources" section of Item 5 "Operating and Financial Review and Prospects" for additional information on our credit agreement.
Our ability to comply with either the financial covenants or the restrictive covenants may be affected by events beyond our control. Our credit agreement is secured by, among other things, the capital
stock of many of our subsidiaries. If we are unable to pay amounts due under the credit agreement, the banks can foreclose against their collateral. If the banks foreclose on their collateral, it is
unlikely that we would have any other material assets, or would receive sufficient proceeds from this foreclosure after repayment of all amounts due under the credit agreement that would be available
for the benefit of our other security holders, including the holders of our Common Shares.

Our leverage could prevent us from obtaining additional financing in the future, which could limit our growth and harm our business

We and our subsidiaries incurred significant indebtedness in connection with our acquisition of the Hebdo Mag companies. While our indebtedness was reduced by
E 365 million following our IPO, our current level of indebtedness could have a material adverse effect on our operations as it may impair our ability to obtain
additional financing in the future for acquisitions, capital expenditures, investments, working capital or general corporate purposes. As of December 31, 2000, we had approximately
E 165 million of outstanding consolidated long-term debt, representing approximately 26% of our total capitalization. Subject to the restrictions in
our debt agreements, we also may borrow more money from time to time, including reborrowing under facilities paid down with the proceeds from our initial public offering.

We may not raise sufficient additional funds for future growth, hindering the execution of our business plan and adversely affecting our business and prospects

We need significant additional funds in order to finance future acquisitions and develop new products and services. We may need to raise funds through
additional debt or equity financings, which may not be available on terms acceptable to us. If adequate funds are not available, we may be required to curtail our acquisitions or the development of
new products and services which may have a material adverse effect on our business and prospects.

A small group of controlling shareholders is able to control our management, affairs and policies and all matters requiring shareholder approval, including decisions concerning
potential changes of control

As of December 31, 2000, Ms. Blouin and Mr. MacBain indirectly own 34.5% of our Class A Common Shares (including vested options)
and 70.9% of our outstanding Class B Common Shares, representing in the aggregate 68.6% of our voting rights. As of December 31, 2000, CGIP owns, indirectly, 30.5% of our Class A
Common Shares and 29.1% of our outstanding Class B Common Shares representing in the aggregate approximately 29.3% of our voting rights. Each Class B Common Share has twelve votes,
compared to one vote for each Class A Common Share. Because of this dual-class structure, Ms. Blouin, Mr. MacBain and CGIP will continue to be able to control all
matters submitted to our shareholders even if they collectively come to own significantly less than 50% of our equity, including:



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Ms. Blouin,
Mr. MacBain and CGIP have entered into a shareholders agreement. In this agreement, they have agreed to vote their Class B Common Shares together on
matters coming before the general meeting of shareholders. This will have the effect of preserving the control that these shareholders have over our Company.

Ms. Blouin
and Mr. MacBain are married but legally separated and have filed for divorce. On October 27, 2000, Ms. Blouin resigned as the Company's
Co-Chief Executive Officer. Each of Ms. Blouin and Mr. MacBain have publicly announced that they have no present intention to sell their shares, but we cannot assure you that
they will continue to hold these shares, nor can we predict what the impact may be on the shareholders agreement or the control of the Company should one or both of them decide to sell their shares.

The
holders of the Class B Common Shares are able to convey control of the Company without the consent or participation of a majority of the holders of the Class A
Common Shares. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise benefit our business. The
holders of Class B Common Shares would in any case control the timing, terms and conditions of any change of control transaction.

The future impairment of our intangible assets may have a material adverse effect on our results of operations and financial condition

As of December 31, 2000, 75% of our total assets are goodwill and intangible assets. Intangible assets are reviewed for impairment whenever events or
circumstances indicate that the value allocated to them may not be recoverable. If the intangible assets on our balance sheet are determined to be impaired, our results of operations and financial
condition may be materially adversely affected.

The classified advertising publishing industry is highly competitive and if we are not able to compete successfully, our results of operations and financial condition will
suffer

The classified advertising publishing industry is highly competitive. In our local markets, we compete for both advertising revenues and readership with



We
also compete with online classified advertising businesses, such as America Online, Yahoo!, Excite and Autotrader.com and auction sites, such as Ebay. In addition, a number of
newspaper publishers in the United States have developed affiliations with companies, such as Classified Ventures that aggregate classified advertising information from regional and product-specific
web sites. These newspaper publishers and our other print and online competitors could take market share from us in any of our local markets, which would have a material adverse effect on our results
of operations and financial condition.

We may be unable to successfully complete acquisitions which would limit our growth and harm our business

Our growth historically has been fueled in part by strategic acquisitions, and we intend to continue to grow our business in this way. Our acquisition strategy
entails the following risks:



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In
particular, we have limited experience in identifying, competing for, valuing and integrating online properties, the acquisition of which may be more difficult to complete
successfully than acquisitions of print properties. If we are unable to identify and make acquisitions in accordance with our business plan or if we encounter difficulties in integrating the
operations of acquired businesses with our operations, our growth will slow or stop and our results of operations and financial condition will be adversely affected.

Political, economic and regulation developments in the countries in which we operate may adversely affect our cash flows

We operate in 20 countries and intend to develop or acquire operations in additional countries. International operations and expansion involve numerous
risks, such as



The
corporate structure put in place in connection with the acquisition of the Hebdo Mag companies and previous acquisitions in various countries were based on tax and other relevant
laws of foreign jurisdictions. Any changes in the tax or other relevant laws in the countries in which we conduct business or own assets, including changes in interpretations and applications of
existing tax laws and practices, could adversely affect the cash flows we are able to obtain from those countries.

Currency risks may negatively impact our reported financial results

Our reported results of operations are subject to currency translation risk because we conduct our operations through subsidiaries in many countries. The
financial condition and results of operations of each of our subsidiaries are reported in the relevant local currency and then translated into euros at the applicable currency exchange rate for
inclusion in our financial statements. We now report our financial results in euros, and, therefore, the appreciation of the euro against some of our operating currencies, such as the Australian
dollar, the Canadian dollar, the Hungarian forint, the Russian ruble and the U.S. dollar, will have a negative impact on our reported financial results. In the year ended December 31, 2000, we
generated approximately 68% of our revenues in countries that are outside of the euro zone.

In
addition, we incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency. We
attempt to reduce currency
transaction risk by matching cash flows and debt in the same currency, borrowing directly in foreign currency and entering into foreign exchange contracts for hedging purposes. However, we may not be
able to hedge this risk completely or at an acceptable cost.

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We depend heavily on our senior management team and key personnel and our failure to retain these individuals would have a material adverse effect on our business

We depend on the continued services of our senior management team in order to implement our business strategy. We have entered into an employment agreement
with Mr. MacBain. In addition, our executive officers and key employees at both the corporate and regional operating levels have employment agreements with our subsidiaries. Despite these
employment agreements, any personnel could leave us at any time or otherwise become incapable of performing their duties. The loss of or any diminution in Mr. MacBain's services or those of any
of the other members of our senior management could have a material adverse effect on our business and financial condition. We do not maintain key-man life insurance policies on
Mr. MacBain or any of our other employees.

Legal claims in connection with advertising content that we distribute may require us to incur significant costs, which could have a material adverse effect on our results of
operations and financial condition

The content we make available to customers through our print and online properties could result in claims against us based on a variety of theories, including
defamation, negligence, copyright or trademark infringement or obscenity. We may incur significant costs defending these claims. We may not be able to prevent the unlawful exchange of goods or
services through our print or online properties, and we may suffer civil or criminal liability for unlawful activities carried out by our customers through either our online or print properties. We
may have to spend substantial resources to reduce our exposure to liability for unlawful activities of our users. Any costs, including litigation costs, incurred as a result of this type of liability
or asserted liability could have a material adverse effect on our results of operations and financial condition.

We may fail to adequately maintain the strength of our existing brands and intellectual property, reducing demand for our services and harming business, results of operations
and financial condition

We may be unable to maintain the strength of our existing brands either in our print or online markets. For example, increased competition for online
classified advertising in any of our markets could undermine the strength of associated print publications in those local markets. In addition, we are susceptible to others infringing upon our
intellectual property rights with respect to our local brands
and may not be able to successfully protect our intellectual property rights in one or more of our local markets. Any of these or other events, to the extent they impair our ability to maintain the
strength of existing brands, could have a material adverse effect on our business, results of operations and financial condition.

Our results of operations and financial condition would be adversely affected by any material decline in the demand for advertising

In 1999 and 2000, 40% and 41%, respectively, of our print revenues were derived from commercial display advertising sales. Many factors can contribute to a
decline in the demand for advertising, including economic downturns and any decrease in the advertising budgets of businesses which purchase commercial display advertisements in our publications. In
addition, we believe the demand for commercial display advertising and for real estate and employment classified advertising and circulation are sensitive to economic downturns. Any material decline
in the overall demand for advertising or the demand for advertising in our publications would have a material adverse effect on our results of operations and financial condition.

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Russian political, economic or financial problems may adversely affect our results of operations and financial condition and may cause fluctuations in the value of our Russian
business

We generated approximately 11.4% and 13.8% of our revenues, and E 17.3 million and
E 21.8 million of our total operating (loss) before certain expenses, for the years ended December 31, 1999 and 2000 from our operations in Russia and the
newly independent countries (as set forth in footnote 23 of our Combined and Consolidated Financial Statements). Our Russian operations face significant economic, regulatory, political, legal
and tax risks which may have a material adverse effect on our Russian operations and, therefore, on our results of operations and financial condition as a whole.

Political
instability, including corruption and organized crime, could disrupt the direction and pace of economic reform, discouraging local investment and consumer spending and
reducing demand for our print and online advertising content. In addition, Russia lacks a fully developed legal system. Existing laws, including tax laws, are inconsistently applied, and it is
difficult to predict their effect on our business and operations. The value of our Russian business has fluctuated over time as a result of fluctuations in the economic and political conditions then
existing in Russia at the particular time. For example, in December 1998, an indirect interest of 51% in the Russian business we now own cost Mr. MacBain and Ms. Blouin
$3.0 million. In February 2000, we purchased an indirect interest of 88% in the Russian business for E 130.5 million. This fluctuation in value is
attributable to the difference in economic and political stability prevailing in Russia at the end of 1998 as compared to the beginning of 2000. There can be no assurance similar fluctuations in
valuation will not occur in the future.

The Russian government may limit or ban foreign exchange payments out of Russia, which could significantly reduce our cash available to service our indebtedness

In August 1998, the Russian government imposed a 90-day moratorium on some foreign exchange payments, which resulted in delayed transfers of
funds. Although the moratorium expired in November 1998 and some foreign exchange payments are again permitted, another moratorium could be imposed if the Russian government and the Russian
Central Bank anticipate further liquidity crises. In addition, the Russian economy remains in a depression, exacerbated by continuing political instability that may precipitate further economic
volatility.

The
Russian government's default on its obligations to make payments on its internal debt in August 1998 triggered a substantial decline in the value of the ruble and the
bankruptcy of a number of prominent Russian banks and businesses. The instability of the ruble and the institution of further restrictions on some foreign exchange payments, or another default on
Russia's sovereign debt could negatively affect our ability to convert rubles into foreign currency and to transfer foreign exchange payments out of Russia. Any future moratoria on foreign exchange
payments or other difficulties in converting rubles into foreign currency would harm our ability to transfer profits out of Russia and could have a material adverse effect on our financial condition
and results of operations.

Any fluctuations in the price or supply of paper or in printing expenses would cause our expenses to increase and could negatively affect our results of operations and
financial condition

Paper is our single largest raw material expense representing approximately 8% and 9% of our print revenues in 1999 and 2000, and along with printing, is one
of our most important operating expenses. We depend upon outside suppliers for all of our paper supplies, and we hold relatively small quantities of paper in stock. In addition, we rely on third
parties for most of our printing services. Our business is therefore subject to price increases and delays in receiving paper supplies or printing services. We cannot control the price at which we can
purchase paper or obtain printing services. The prices we have paid for paper have fluctuated widely, and a material increase in paper prices or

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printing costs could have a material adverse effect on our business, financial condition and results of operations.

Our online distribution efforts are subject to the same risks and uncertainties applicable to most online businesses

The online portion of our business is subject to a number of risks and uncertainties which are applicable to most other online businesses. Some of these risks
and uncertainties include, but are not limited to those provided below. Each of these risks may separately have a material adverse effect on our business.



The
initial establishment of our online distribution channels required significant expenditures. Due to the risks and uncertainties identified above, we may never be able to generate
enough revenue from our online distribution channels to recover such expenditures. In addition, we may be required to make additional expenditures in the future in order to expand our online
distribution channels or keep them technologically current.

Growth in the market for online classified advertising may harm our print business

As access to the Internet increases, consumers may use print publications less than they have historically to purchase and sell goods and services sold through
classified advertising. Historically, nearly all of our revenues are derived from print publications. For example, all our 1998 revenues, approximately 99% of our revenues for the year ended
December 31, 1999 and approximately 95% of our revenues for the year ended December 31, 2000 are derived from print publications. Over the long-term, consumers who use print
publications may migrate to using the Internet to effect transactions. The failure of our online operations to capture a substantial portion of any of this migration from print media will adversely
affect our results of operations and financial condition. In addition, increased online penetration and the resulting increase in the availability of free classified

14

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advertising opportunities may cause a decrease in the total revenues for classified advertising. A resulting decline in our advertiser or consumer base would adversely affect our results of operations
and financial condition.

Item 4.Information on the Company



Trader.com N.V. was incorporated under the laws of The Netherlands on November 19, 1998. Our headquarters and registered office is located at
Overschiestraat 61, 1062 XD Amsterdam, The Netherlands and our principal administrative offices are 7 rue Drouot, 75009 Paris, France. The phone number at our principal administrative offices is
(33) 1 53 34 51 00.

As
used in this Annual Report, references to the "Company", "Trader.com" or the "Group" are to the combined and consolidated results of affiliated entities subsequent to
December 14, 1998. References to "Predecessor Group" are to the combined results of affiliated entities prior to December 15, 1998.

Unless
otherwise indicated, the financial information contained in this Annual Report has been prepared on the basis of generally accepted accounting principles in the United States
("US GAAP"). Unless otherwise indicated, any reference in this Annual Report to Combined and Consolidated Financial Statements is to the Combined and Consolidated Financial Statements of Trader.com
N.V. and its Predecessor Group (including the notes thereto) included in this Annual Report.

Trader.com
N.V. (the "Company") is a global facilitator of consumer-to-consumer and business-to-consumer transactions through our print
and online classified advertising properties. As of December 31, 2000 we owned 282 leading publications and 52 websites in major metropolitan and regional markets in Australasia, Europe and
North and South America.

Our
branded classified advertising publications, websites and related specialized services have strong positions in niche markets in the following countries: Argentina, Australia,
Brazil, Belarussia, Canada, Colombia, France, Hungary, Italy, Kazakhstan, The Netherlands, Poland, Russia, Spain, Sweden, Switzerland, Taiwan, Turkey, Ukraine and the United States. We describe
Russia, Belarussia, Kazakhstan and Ukraine as either "Russia" or "Russia and the newly independent countries" throughout this report.

We
have increased revenues primarily by acquiring publications and segmenting existing markets. We have also increased revenues and cash flows from operations by implementing
operating practices that improve performance throughout our organization. From 1987 to 1989, we extended our business from the Montréal, Quebec area into Western and Eastern Canada by
acquiring 40 publications. Between 1990 and 1996, we expanded outside of Canada by acquiring publications in Europe and the United States. Our most important acquisitions in Europe during this period
wereLa Centrale(Paris, France) in 1990,Gula Tidningen(Stockholm, Sweden) in 1993 and Expressz(Budapest,
Hungary) in 1995. In the United States, we acquiredThe Trader Paperand Traders' Post(Indianapolis, Indiana and Nashville, Tennessee) in March 1995.
In June 1995, we acquired other publications in Canada
throughCanada Computer Paper.Since January 1, 1996, we have completed 42 acquisitions in 16 countries, including Secondamanoin Italy,Iz Ruk v Rukiin Russia both in December 1996,The
Melbourne Trading Postin
Australia in January 1998,Great Northern Wheels and Dealsin the United States in January 1999 andBargain
Finderin Canada in August 2000.

In
May 2001, we completed the merger of our Australian subsidiary, Trader.com Australia Pty Limited (Trader.com Australia), with Trading Post Group, a publisher of a number of
classified advertising properties throughout Australia, including theSydney Trading Post. Consideration was in shares of Trader.com Australia and
A$60,000,000 in cash. Pro forma for the transaction, Trader.com Australia owns 69.9% of the merged entity, and the existing shareholders of Trading Post Group own

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the remaining 30.1%. The merger agreement includes liquidity rights granted to the existing shareholders of Trading Post Group that permits the put of their shares to Trader.com Australia at fair
market value at the time of exercise. The put option is exercisable in three tranches of up to 10%, 10% and 10.1% of the merged entity over three years beginning as early as the 18-month
anniversary of the closing of the transaction. There is no obligation of the existing shareholders Trading Post Group to exercise their put at that time nor is there any guaranteed value for the
shares at the time of the put. As of the date of the merger agreement, we estimate the fair market value of the remaining 30.1% of the merged entity to be approximately A$80,000,000.

In
1996, we commenced operations of our online distribution channel, the revenues for which have been growing. For the year ended December 31, 2000, online revenues were
E 17.2 million. Our print distribution channel is well established and has consistently generated positive cash flows. We have invested significantly in our
online activities in 2000 in the areas of sales, marketing and technology. We expect that our investment in our online activities, which has been accounted for primarily as cost of revenues and
selling, general and administrative costs will exceed our online revenue through at least 2001. As a result, we expect future results of operations will reflect reduced operating profit and possibly
operating losses. We expect that we will continue to report net losses for at least 2001.

Recent actions

In January 2001, we announced actions implemented to accelerate profitable growth that comprises an enhanced focus on two core segments, the
acceleration of our e-business transformation and a significant reduction in our cost structure. We will principally concentrate on the vehicle and real estate segments of the classified
and display advertising industry. This focus will accelerate the development of our successful online solutions, such as Power Pages, an online inventory listing solution for car dealerships and real
estate agents, to further cement our partnership with these local businesses on the Internet. Further, we have announced the elimination of non-core websites such as the international
vertical initiatives in employment, boats, luxury goods and heavy equipment.

The
acceleration of our e-business transformation includes the integration of our print and online local sales forces. Local print and online operations have also been
consolidated, streamlining marketing, production and customer service costs to produce a seamless operating environment. Each local market will fully leverage the brand capital of our market leading
local publications such asLa Centralein France,Buy & Sellin Canada and Segundamanoin Spain,
rather than investing in the development of new brands.

We
have also implemented a cost reduction program, reducing employee headcount by 275 people as of December 31, 2000. We expect this cost reduction program to generate
Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") savings of approximately E 18 million annually. As a result of the
cost-reduction measures, we have recorded a restructuring charge in 2000 of E 25.4 million. Of this amount,
E 10.7 million was for employee redundancy costs and has reduced consolidated EBITDA, a non-cash charge of
E 1.0 million relates to the consolidation of facilities and E 13.7 million relates to the write-down of
capitalized software costs for non-core websites.

In
addition, we expect to record additional charges in the first quarter of 2001 that will reduce consolidated EBITDA by approximately
E 3.2 million related substantially to the reduction of employee headcount due to the elimination of a layer of management in North America.

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B.  Business Overview

Our headquarters and registered office is located in Amsterdam, The Netherlands. We maintain principal administrative offices in Paris, France. Our operating
structure is designed to provide centralized control over financial management and acquisitions. We provide local managers with financial, sales, marketing, production and distribution responsibility
and the flexibility to react to varying local market conditions. Within each of our major metropolitan and regional markets, we have operations managers, sales and marketing teams, production and
printing groups and distribution managers.

Sales and Marketing

As of December 31, 2000, we had a sales force of approximately 1,900 individuals operating almost exclusively at the local level. We sell advertisements
in our print publications and on our websites through members of our direct sales force. Our websites and a limited number of our print publications have a more national reach, such as La Centralein
France andIz Ruk v Rukiin Russia, and in these cases we solicit national advertising
either directly or through national advertising agencies.

Our
local operations have a dedicated direct sales force focused on maintaining and developing existing accounts and acquiring new advertisers. In addition, we have a sales force
dedicated to selling advertisements to customers who walk into the publication's offices and to customers who purchase advertisements online or by mail, fax or telephone. The advertisements we sell
typically run for one to four editions and are generally published on a daily, weekly or monthly basis. We also target local businesses, such as car dealers, real estate brokers and local retailers.
Rates for advertising in and cover prices of our local publications are set by our local managers. All of our sales people have incentive-based compensation schemes.

Our
local sales forces are also instrumental in promoting our websites to existing advertisers in our print publications. We offer integrated print and online advertising to our
consumer advertisers.

Distribution of Print Publications

We distribute our products through a variety of channels, including independent wholesalers, magazine distributors, in-house distribution systems
and the Internet. Distribution channels vary from region to
region. In France, we use a cooperatively-owned service to distribute our publications, while in the rest of Europe, with the exception of Spain and Russia, we use third-party publication
distributors. Distribution contracts are typically negotiated at the regional level. While terms and conditions differ regionally, one distributor generally manages all of our publications for an
entire region and is paid a commission typically in the range of 30-50% of the cover price. In Australia, Canada, Russia, Spain and the United States, we have our own distribution system,
contracting with private individuals for delivery. Our publications are distributed to readers at newsstands, convenience and grocery stores and other retail points of distribution. Our ability to
distribute publications in an efficient and cost-effective manner is a key component of our operations. All of our publications have or share a circulation department dedicated to managing
the distribution process. Local distribution managers, through frequent contact with wholesalers, third-party distributors and retailers, closely monitor the flow of publications to ensure that an
adequate number of copies is available for sale or distribution, while minimizing the number of unsold or undistributed copies. In many regions, this process has been automated through the use of
planning software.

Production, Printing and Technology

Our page layout design for print publications is performed by desktop publishing systems with modern commercial software packages designed specifically for
this purpose. By using these systems, we are able to reduce the amount of labor and materials required to prepare advertisements for

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publication. In addition, the lead-time necessary to produce each edition is reduced. These digitally-formatted layouts can be transferred to printing facilities or uploaded to websites at
minimal added cost. This automated system is presently in place in Australia, parts of Canada, France, Italy, Spain and the United States.

Third-party
printers print a majority of our publications, although we own two printing facilities in Western Canada and two in Russia. Although printing contracts are negotiated at
the regional level, and thus are subject to some variation, we generally seek to establish long-term contracts with reliable and proven printers.

Paper Supply

In each of North America and Europe, we consolidate purchases of large quantities of paper to obtain volume discounts. Elsewhere in the world, we buy paper
either directly from paper manufacturers or from third party printers. In the absence of fixed price or discount arrangements, we purchase paper at market prices. In 2000, paper costs represented
approximately 9% of our print revenues, which we believe is significantly less than traditional newspapers. We generally do not have editorial content and, therefore, almost every page of our
publications generates revenue.

Intellectual Property

We have developed strong brand awareness for our products and services. Accordingly, we consider our trademarks, servicemarks and copyrights to be important
factors in our success and rely on trademark, servicemarks and copyright law, as well as licensing and confidentiality agreements, to protect our intellectual property. We generally register our
material trademarks and servicemarks in the key countries where the marks are used and actively pursue cases of infringement. All of our intellectual property is owned directly by our subsidiaries or
us.

Sources of Revenue

We have historically generated revenue from the following three principal sources, which vary in importance depending on the individual publication:



We
have categorized our print revenues in 2000 to reflect the distinctions between classified adsprivate and classified adsprofessional. As a result, certain
display advertisement revenues for 1999 and 1998 have now been reclassified as classified adsprofessional. We generate the remainder of our revenues from our online activities and other
sources, primarily third party services. We recognize revenues on all classified and display advertisements, including online classified, display and banner advertisements, during the period the
advertisements are run. Circulation revenues are recognized at the time the customer purchases the publication. We recognize service revenues, including (1) financing services on automobiles
and boats and (2) commissions on sales by our advertiser base, on a monthly basis as earned.

The
market for online classified advertising has a different revenue model than the market for print classified advertising. Typically, advertisers are charged a nominal fee or no fee
to place an advertisement on a website or are provided access to a website as a bundled sale with a related print

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publication. Incremental fees are charged for visual enhancements and prominent placement of the advertisement on the website. Advertisers of complementary products or services are also able to reach
a targeted audience by placing, for a fee, banner advertisements and reciprocal links on that website. Refer to "Item 5. Operating and Financial Review and Prospects" for a geographic and by
channel breakdown of revenues.

As
of December 31, 2000, we had 52 active websites. We continuously review the mix and targets of our websites as well as market developments to optimize their
attractiveness. In April 1999, we launchedtrader.com, our umbrella portal site that links our websites and provides additional information about
our products and services. Our portal site is designed to promote our corporate image and to provide exposure and to direct traffic to our local websites.

Our
online business model is based on generating revenue primarily through:



We
typically offer consumer advertisers a bundled product offering consisting of print and online advertisements. Over 30% of the advertisements in our print publications each month
are new. These new advertisements provide fresh content for our websites, which continue to draw users and attract advertisers. We also take advertisements directly online, providing new content for
our print publications.

New
online product offerings include "Professional Solutions" (or "Power Pages") which are online virtual showrooms that are sold to our professional customers along with listings in
our print publications. This multiple media offer increases overall sales efficiency for car dealers and real estate
agents. The bundled print and online package gives access to a broader audience and provides our professional customers the tools for price optimization and improved stock rotation.

"Make
Me An Offer" is a service that has been launched in Canada on www.BuySell.comand offers customers an alternative to fixed price
classified ads and auctions. The seller advertises his item with the logo "Make Me An Offer" attached. Buyers are enticed to bid for the item and, for a fee, the seller is able to complete the
transaction.

We
are deploying online auctions in our major countries and this concept has been successfully tested in the real estate sector in Spain. Segundamanohas partnered with a leading Spanish real-estate
company to offer auctions that bring together the expertise of a leading
auction house with the national reach ofwww.segundamano.es.

Prior
to 1999, our online business generated no revenues, and for the years ended December 31, 2000 and 1999, online revenues were
E 17.2 million and E 2.9 million, respectively. This represents approximately five percent and one percent of our total
revenues in 2000 and 1999, respectively.

We
sell value-added services and products through partnerships with third parties. In our major markets, we use our print publications, as well as internal and third party
telemarketing initiatives, to market a variety of related services on a commission basis, including consumer financing, insurance and warranty protection.

In
some of our markets, we act as a broker or referral service for providers of branded services or co-branded services. For example, in Canada, we have an agreement with
AIG Warranty Services

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Company to offer automobile warranty protection, and in France, we acquired an insurance broker, Garantie System, which sells and administers automobile warranty protection.

Based
on our operating experience, we believe that classified advertising publications that are not highly dependent on employment related classified advertising revenues are
typically in demand both in prosperous economic periods, when consumers seek to sell used items and upgrade to newer items, and economic downturns, when consumers seek less expensive alternatives to
fulfill their needs. Our print revenues in a particular country typically decrease during months of extensive holiday periods, and increase during those months just prior to and after these holiday
periods.

Operating Expenses

Costs of our print revenues consist of three main components: (1) salaries, including the costs associated with sales staff (salary and commissions),
production staff and some distributors; (2) printing costs and (3) paper costs. Costs of our print revenues also include non-salary costs associated with some distributors.
Costs of our online revenues consist of two main components: (1) salaries, including the costs associated with sales staff (salary and commissions) and production staff and
(2) technological costs related to website development.

Paper
and printing costs vary as a percentage of revenues as a result of fluctuations in the price of paper, renegotiations of contracts with third party printers, launching of new
publications, and increased revenue base due to price increases or new sources of revenues. In addition, paper and printing costs vary as a percentage of revenues in the different countries in which
we conduct business primarily as the result of variations in the quality of paper and printing used. Standard newsprint is sufficient for our generalist publications such asLa
Centralein France andIz Ruk v Rukiin Russia, which include black and white photos and few graphic enhancements. We use
glossy, high quality paper for our specialized publications, which include color photos and more elaborate style effects.

In
addition, the revenue model of each publication, for example, free advertisements versus paid advertisements and free circulation versus paid circulation, impacts the revenues
derived from a publication, which in turn creates variations in paper and printing costs as a percentage of revenues.

Selling,
general and administrative costs consist of salaries and costs of administrative and management personnel, marketing costs, facilities costs, headquarters costs and all other
costs not directly related to production or direct, local sales efforts.

Operating Margins

Our operating margins in the countries in which we conduct business depend primarily on the operating margins of our publications. The operating margin of any
publication depends primarily on its local competitive environment and its sources of revenue. A publication that faces little competition generally enjoys better operating margins than one that faces
strong competition from other sources of classified advertisements, such as classified advertising publications, newspapers or free circulation papers. A publication with multiple sources of revenue,
such as a publication that generates revenue from paid classified and display advertisements as well as from circulation revenue, generally enjoys better operating margins than one that only has one
or two sources of revenue. For example, we enjoy relatively high operating margins in France, Hungary and Russia primarily due to the market position and multiple sources of revenue of our largest
publications in those countries. Our operating margins are also generally lower in Italy, where we face strong competition from other sources of classified advertisements and we primarily offer free
advertisement publications, and in Spain, where we primarily offer free advertisement and free circulation publications.

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C.  Organizational Structure

The following is a list of the consolidated companies, with the percentage of Trader.com's ownership in parentheses:

Trader.com
N.V. and its wholly-owned subsidiary holding companies in The Netherlands:



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D.  Property, Plant and Equipment

At December 31, 2000, the total net book value of our property, plant and equipment was E 59.4 million, of which
E 26.7 million in office furniture, computers and equipment accounted for approximately 45%. We own real property in Budapest, Buenos Aires, Indianapolis,
Melbourne, Milan, Montréal, Moscow and Nashville, in addition to printing plants in Canada and Russia. All other office, warehouse and production space is leased on market terms. We
believe our properties are in good operating condition and that suitable or alternative space will be available on commercially reasonable terms as needed.

In
September 2000, the Company entered into a sale and leaseback transaction for E 6.6 million of equipment. The future minimum lease
payments are based on the fixed interest rate in the lease agreement, which approximates 8.0%. Payments are due over 36 months and there are no significant final buy-out
requirements at the expiration of the lease term. At December 31, 2000, the present value of future minimum lease payments under these capital leases was
E 6.1 million. No losses have been incurred related to sale and leaseback transactions.

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Item 5.Operating and Financial Review and Prospects

A.  Operating Results

Revenues

Revenues for the year ended December 31, 2000 increased E 89.6 million, or 32%, to
E 372.9 million from E 283.3 million for the year ended December 31, 1999. This includes an increase of 19% for
organic growth, or E 53.8 million, related to our operations in existence in both periods. The 19% increase in organic growth includes a benefit of 6% related to
favorable exchange effects upon conversion of some of our revenues into our reporting currency, the euro. The remainder of the increase (E 35.8 million) is
related to acquisitions during 2000, or 40% of the growth in revenues. The increase from acquisitions was due primarily to increases of E 16.3 million in Canada,
E 3.0 million for Australia and E 7.0 million for newly integrated operations in Russia. The increase in our consolidated
revenues resulted from a growth in online revenues of E 14.3 million from E 2.9 million to
E 17.2 million and an increase in print revenues of E 75.3 million, or 27% versus 1999. We expect double-digit revenue
growth for the full year 2001.

The
year 2000 print revenue increase reflects growth in classified adsprivate of E 5.3 million (up 13%), an increase in classified
adsprofessional of E 14.7 million (up 42%), growth in display advertisements of E 33.6 million (up 30%), an
increase in circulation revenue of E 14.3 million (up 17%) and growth in services and other revenue of E 7.4 million (up
78%).

Components
of online revenue for the year ended December 31, 2000 include revenues from listing fees of E 8.3 million, professional
solutions (or Power Pages) of E 4.0 million, banner advertisement of E 3.7 million and services and other revenue of
E 1.2 million. Banner advertisement represents less than 1% of our consolidated revenues for 2000.

Revenues
for the year ended December 31, 1999 increased E 47.3 million, or 20%, to E 283.3 million
from E 236.0 million for the year ended December 31, 1998. This includes an increase of 14% for organic
growth, or E 33.5 million. The remainder of the increase (E 13.8 million) is related to acquisitions during 1999, or 29%
of the growth in revenues. The increase from acquisitions was due primarily to increases of E 6.1 million in Spain and Australia as 1998 acquisitions were
reflected for the full period in 1999 and of E 9.2 million from 1999 acquisitions, partially offset by a decrease of
E 1.5 million from a disposition and a discontinuation in the United States. The increase in our combined revenues for the year ended December 31, 1999
resulted from an increase of E 44.4 million in print revenues and the development of E 2.9 million of online revenues. The
increase in print revenues resulted from increases in classified adsprivate of E 7.9 million (up 24%), an increase in classified
adsprofessional of E 4.8 million (up 16%), growth in display advertisements of E 18.7 million (up 20%),
E 10.2 million in circulation revenues (up 14%) and E 2.8 million in service and other revenues. The increase in print
revenues includes increases in most countries, partly offset by a decrease of E 2.9 million in Russia. The base business contributed
E 33.5 million, or 71%, of the growth in revenues. Additional analysis of revenues by our major operating countries are as follows:



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See
also footnote 4 in the notes to the Combined and Consolidated Financial Statements for a source of revenue breakdown by geographic area.

Cost of revenues

Cost of revenues for the year ended December 31, 2000 increased by E 72.9 million, or 52%, to
E 213.3 million versus the year ended December 31, 1999. Cost of revenues increased due to a growth in the business, both organically and due to
acquisitions, and also increased by E 29.5 million related to the investment in our online activities. Total cost of revenues increased from 49.6% of total
revenues for 1999 to 57.2% of total revenues in 2000. The cost of revenues for print operations increased from 49.2% in 1999 to 51.7% in 2000 due primarily to higher paper and printing costs. Paper
and printing costs increased to 18.7% of print revenues for the year ended December 31, 2000 from 16.1% of print revenues in 1999.

Cost
of revenues for the year ended December 31, 1999 increased E 25.0 million, or 22%, to
E 140.4 million from E 115.4 million for the year ended December 31, 1998. Cost of revenues increased primarily
because of overall growth in our base business. Acquisitions, net of a discontinuation and a disposition, accounted for E 7.6 million of the increase and cost of
online revenues accounted for E 2.4 million of the increase. Total cost of revenues increased as a percentage of revenues to 49.6% for 1999 from 48.9% for 1998,
primarily due to increases in Hungary and Russia, partially offset by decreases in other countries. Paper and printing costs decreased to 16.1% of print revenues in 1999 from 17.2% of print revenues
in 1998.

Selling, general and administrativeother expense

Selling, general and administrative expenses for the year ended December 31, 2000 increased E 85.2 million, or
101%, to E 169.5 million from E 84.3 million for the year ended December 31, 1999. The increase reflects a
restructuring charge of E 10.7 million related primarily to employee redundancy costs and an increase in costs for our online activities of
E 49.4 million to E 60.9 million in the year ended December 31, 2000. Selling, general and administrative costs
increased as a percentage of revenues to 45.5% in 2000 from 29.8% for the year ended December 31, 1999. Excluding restructuring charges and expenses from our online activities, selling, general
and administrative costs increased as a percentage of our print revenues to 27.5% in 2000 from 26.0% for the year ended December 31, 1999 due to increased overall cost structure in our
corporate office and to increased costs in certain of our operations, such as Canada and France.

Selling,
general and administrative expenses for the year ended December 31, 1999 increased E 23.3 million, or 38%, from
E 61.0 million for the year ended December 31, 1998. Selling, general and administrative costs increased as a percentage of revenues to 29.8% for the year
ended December 31, 1999 from 25.9% for the year ended December 31, 1998. These expenses also included losses on the disposal of some U.S. operations of
E 2.4 million for 1998 and E 0.2 million for 1999 and fees from the acquisition of the Hebdo Mag companies of
E 2.2 million for 1998. Selling, general and administrative expenses for the year ended December 31, 1999 also included
E 11.5 million for online business activity. Excluding the above items and online activity, selling, general and administrative costs as a percentage of print
revenues increased to 26.0% for 1999 from 23.9% for 1998.

Operating Profit Before Certain Expenses (EBITDA)

SFAS No. 131,"Disclosures about Segment Information of an Enterprise and Related Information"requires
that we disclose geographical financial information on a basis consistent with that viewed internally by key management decision makers. As such, the key operating measure for our geographical
operating units (which are on a country level), including bonus remuneration, are operating profit before certain expenses such as interest, taxes, depreciation, amortization, non-cash

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compensation expense and write-down of impaired assets. We describe this key operating measurement as Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"). We have
reclassified certain expenses before 2000 to be consistent with the current year presentation. For a full reconciliation of our key operating metric with operating profit (loss), please see footnote 4
to the Combined and Consolidated Financial Statements.

Our
overall EBITDA in 2000 has decreased by E 68.4 million from E 58.5 million in 1999 to a negative
E 9.9 million in 2000, including a restructuring charge of E 10.7 million related primarily to employee redundancy costs.
Before restructuring costs, our consolidated EBITDA was a slightly positive E 0.8 million. This includes EBITDA from our print operations of
E 74.1 million, an increase of 6% versus 1999, offset by EBITDA losses from our online activities of E 73.3 million, an
increase of E 62.0 million from 1999.

In
addition, our overall EBITDA includes corporate expenses of E 54.1 million for the year ended December 31, 2000, including
E 6.9 million of corporate restructuring charges, of which E 16.1 million and
E 38.0 million relate to our print and online activities, respectively. Corporate expenses related to our print and online activities in 1999 were
E 12.2 million and E 6.0 million, respectively.

The
increase of E 3.9 million in corporate costs related to our print operations from E 12.2 million in
1999 to E 16.1 million in 2000 reflects E 1.9 million in restructuring charges in 2000 with the remainder related to the
higher costs associated with a dual-listed, publicly traded company. The increase of E 32.0 million in
corporate costs associated with our online activities from E 6.0 million in 1999 to E 38.0 million in 2000 includes
restructuring costs of E 5.0 million. In addition, selling, general and administrative expenses for online corporate expenses increased
E 19.1 million due to increases in salary costs, contract services and technological costs related to website development.

Excluding
restructuring charges of E 7.1 million, our online activities have generated losses of
E 73.3 million in 2000 as a result of our investment in marketing, salaries for sales force personnel and for the development of websites. Our recent
restructuring efforts include the integration of our print and online local sales forces. Local print and online operations have also been consolidated, streamlining marketing, production and customer
service costs to produce a seamless operating environment. We therefore expect to reduce costs related to our online activities in 2001.

Excluding
corporate expenses of E 16.1 million and restructuring charges, EBITDA from our print operations increased by
E 6.3 million from E 82.0 million in 1999 to E 88.3 million in 2000, or 8%.

As
of December 31, 2000 we implemented a cost reduction program, reducing employee headcount by 275 people, closing certain non-core websites and consolidating
facilities. We expect this cost reduction program to generate EBITDA savings of approximately E 18 million annually. Further, we expect our consolidated EBITDA
to reach E 50 million for the year ended December 31, 2001, excluding the impact of acquisitions.

EBITDA
for the year ended December 31, 1999 decreased E 1.0 million, or 1.7%, to E 58.5 million
from E 59.5 million for the year ended December 31, 1998. The development of our online activities accounted for a decrease of
E 11.3 million. This decrease was partially offset by acquisitions, which contributed E 2.9 million to EBITDA for the year
ended December 31, 1999, primarily as a result of (1) an increase of E 1.2 million in Spain and Australia as 1998 acquisitions were reflected for
the full period and (2) an increase of E 1.7 million from 1999 acquisitions, excluding online acquisitions included in the
E 11.3 million amount above. Additional analysis of EBITDA by our major operating countries are as follows:



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Although
EBITDA is not a measure of performance defined by U.S. GAAP, we present EBITDA because we believe that it is a widely accepted financial indicator of a company's ability to
incur and

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service debt. However, EBITDA (a) is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, operating profit or net earnings, as an
indicator of operating performance or cash flow from operations or as a measure of liquidity, (b) is not intended to represent funds available for dividends, reinvestment or other discretionary
uses and (c) should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP. Because all companies do not calculate EBITDA
identically, our presentation may not be comparable to similarly titled measures presented by other companies.

Selling, general and administrativeNon-cash compensation expense

Concurrent with our Initial Public Offering in April 2000, the share appreciation rights component of Units granted under our 1998 Equity Incentive Plan
automatically became exercisable options, subject only to vesting requirements. The impact of this change on our financial statements was to convert cash-based compensation expense to
non-cash compensation expense. We have, therefore, reclassified all non-cash charges related to all of our equity-related compensation as a separate line item in our statement
of operations. These non-cash charges relate to the calculation of compensation expense based on the difference between the exercise price of the various share options
(E 2.82 to E 3.57 per share option) and the deemed fair value (IPO price) of E 30.00 per share for
employees. Except for share options issued to replace terminated share appreciation rights, options issued subsequent to our IPO date under our 2000 Option Plan have been issued with exercise prices
equal to the fair market value of our shares on grant date. Therefore, no compensation expense related to share options issued at fair market value on grant date has been recorded as of
December 31, 2000 for these option grants in accordance with APB Opinion No. 25.

The
charge of E 52.1 million for the year ended December 31, 2000 has increased by E 12.0 million
from E 40.1 million in 1999. The increase is driven primarily by a charge of E 15.9 million as required by a new
accounting pronouncement related to the voluntary forfeiture of unvested options by our chief executive officer. This increase was reduced by other cancellations and forfeitures of unvested options
from both the 1998 Equity Incentive Plan and the 1999 Option Plan in 2000. These non-cash costs increased by E 36.2 million from
E 3.9 million for the year ended December 31, 1998 to E 40.1 million in 1999.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2000 increased E 26.0 million, or 73%, to
E 61.6 million from E 35.6 million for the year ended December 31, 1999. The increase was due to an increase of
E 10.0 million in amortization of goodwill and other intangibles from our recent acquisitions. In addition, an increase of
E 16.0 million in depreciation versus 1999 was primarily due to acquisitions in 2000 and to accelerated depreciation of our capitalized software costs.

Depreciation
and amortization for the year ended December 31, 1999 increased E 15.9 million, or 81%, to
E 35.6 million from E 19.7 million for the year ended December 31, 1998. The increase was due to (1) an
increase of E 15.0 million in amortization of goodwill and other intangibles from our acquisition of the Hebdo Mag companies on December 15, 1998 and from
new acquisitions and (2) an increase of E 0.9 million in depreciation primarily due to capital expenditures and new acquisitions.

Operating profit (loss)

Operating profit (loss) for the year ended December 31, 2000 decreased by E 120.7 million from an operating loss
of E 17.7 million in the year ended December 31, 1999 to an operating loss of E 138.4 million in 2000. The increase
in the operating loss was due to a restructuring charge of E 25.4 million related to reducing employee headcount, closing certain non-core websites
and consolidating facilities. In addition, the increase in the 2000 operating loss was related to an increase in

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losses related to our online business of E 62.0 million, an increase in depreciation and amortization of E 26.0 million
and an increase in non-cash compensation expense of E 12.0 million and partially offset by an increase in the results of our print business of
E 6.3 million.

Operating
profit (loss) for the year ended December 31, 1999 decreased E 51.5 million, or 152%, to a negative
E 17.7 million from E 33.8 million for the year ended December 31, 1998. The development of the
online business accounted for a decrease of E 11.3 million and a disposition in the United States contributed
E 0.5 million to this decrease. These decreases were partially offset by acquisitions, which contributed E 2.9 million to
operating profit for the year ended December 31, 1999, primarily as a result of (1) an increase of E 1.2 million in Spain and Australia as 1998
acquisitions were reflected for the full period and (2) an increase of E 1.7 million from 1999 acquisitions, excluding online acquisitions included in the
E 11.3 million amount above. Operating profit (loss) improved in most of our operations, partially offset by increased corporate expenses.

Other (income) and expenses

Other (income) and expenses for the year ended December 31, 2000 decreased E 15.5 million, or 38%, to
E 25.2 million from E 40.7 million for the year ended December 31, 1999, primarily due to lower interest expense
related to the payment of debt and shareholder notes and the conversion of the mezzanine note into shares at the IPO date. In addition, the reduction of interest and financing fees reflects the
benefit of E 4.7 million for the unwinding of interest rate swaps, offset by the write-off of a portion of capitalized financing fees related to our
previous credit agreement.

Other
(income) and expenses for the year ended December 31, 1999 increased E 19.3 million, or 90%, to
E 40.7 million from E 21.4 million for the year ended December 31, 1998, primarily due to higher interest expenses
related to the financing under the credit facility, and shareholder notes.

Income taxes

Income taxes for the year ended December 31, 2000 decreased E 2.9 million, or 31%, to
E 6.5 million from E 9.4 million for the year ended December 31, 1999, primarily due to a decrease in earnings
before income taxes related to the increase in our online losses. Income taxes for the year ended December 31, 1999 decreased E 9.1 million, or 49%, to
E 9.4 million from E 18.5 million for the year ended December 31, 1998, primarily due to a decrease in earnings
before income taxes, partially offset by an increase in non-deductible expenses such as non-cash compensation and interest expense.

Minority interest

During the years ended December 31, 2000 and 1999, there were minority interests primarily inJ'Annonce(France),Via Via(The Netherlands) and all of our publications in Russia and Taiwan. Minority interests for the year ended December 31, 2000
decreased by E 2.1 million primarily as a result of the acquisition of minority interests in Russia, effective January 1, 2000 and increased losses
related to our online activities in other countries. Minority interest for the year ended December 31, 1999 increased E 0.7 million, or 20%, to
E 4.2 million from E 3.5 million for the year ended December 31, 1998, due to a decrease of minority interests in
Italy and Russia resulting from the purchase in June 1998 of (1) the remaining 20% minority interest inSecondamanoin Italy and
(2) an additional 20% minority interest in Russia.

Net Loss

The Company's net loss under U.S. GAAP increased by E 100.0 million from
E 72.1 million in 1999 to E 172.1 million in 2000. The increase was driven by primarily by the increase in online losses
of E 62.0 million, restructuring charges of E 25.4 million, the increase in depreciation and amortization of
E 26.0 million and the increase in non-cash compensation expense of E 12.0 million. The decrease in interest
and financing fees of E 18.2 million, the improvement in our print operations of E 6.3 million and the reduction in taxes
of E 2.9 million partially offset the increase in net loss.

35

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Inflation

Except in Hungary, Turkey and Russia, we believe that inflation has not had a material impact on our results of operations for the years ended
December 31, 2000 and 1999. While inflation in Hungary has in the past been significant, we have generally been able to increase our prices or reduce our costs so as to largely offset the
effects of inflation in that country. As a result, we believe that inflation in Hungary has not had a material adverse impact on our results of operations in Hungary expressed in euros.

In
Russia, inflation has in recent years been significant, and changes in inflation have at times been abrupt. For example, in August 1998, Russia devalued its currency
following which Russia experienced a significant increase in inflation. In the months immediately following the devaluation, we were unable to make adjustments in our business that completely offset
the impact of the devaluation and the increase in inflation. As a result, our results of operations expressed in euros were materially adversely affected. By December 1999, we had been able to
increase our prices, reduce our costs and make other adjustments in our business to enable us to return to more traditional levels of profitability. For 2000, our pricing in local currency has
increased in excess of local inflation.

Our
Turkish operations were acquired in July 2000 through our acquisition ofDe Partikulierand results for the six months since
acquisition date represent a minor portion of our year 2000 results.

Our
financial statements relating to our Russian and Turkish operations are presented in accordance with the relevant provisions of SFAS No. 52 "Foreign
Currency Translation" as applied to entities operating in highly inflationary environments. Inflation may have a material adverse impact on our results of operations in the
future.

Inflation
in Russia, Hungary and Turkey from 1997-2000 as reported by the International Monetary Fund has been as follows:

1997

1998

1999

2000Hungary

18.3
%
14.3
%
10.0
%
9.8
%Russia

14.7
%
27.7
%
85.8
%
20.8
%Turkey

85.7
%
84.7
%
64.9
%
54.9
%


B.  Liquidity and Capital Resources

Historically, our working capital requirements have been minimal, and cash flow from operations has been sufficient to finance our operations. Acquisitions
have been financed primarily with borrowings, principally bank borrowings. As a result of our Initial Public Offering (IPO), our prepayment of E 63.2 million for
the 12% subordinated shareholder note reduced interest expense by E 7.6 million per year and the conversion of the mezzanine notes into Class A Common
Shares reduced interest expense (previously paid in the form of additional senior subordinated mezzanine notes and not in cash) by E 17 million per year.
Further, the repayment of approximately E 158.9 million of indebtedness under our credit agreement with a portion of the IPO proceeds reduced interest expense we
would have incurred by approximately E 9.0 million in 2000, as such committed lines remained available but undrawn for the majority of 2000. We generated a
significant amount of cash as a result of our IPO and have used this cash to make acquisitions and to invest in and develop our online activities, including substantially increasing our marketing,
sales and advertising expenditures and enhancing our technology. Amounts available under our credit agreement can be used for Internet investments, working capital and to finance print acquisitions.
We had E 130 million of cash and available borrowings under our credit agreement as of December 31, 2000.

The
Company's net debt has decreased from E 458 million as of December 31, 1999 to E 149 million
as of December 31, 2000. Our shareholders' equity as of December 31, 1999 was a negative E 3.3 million and was a positive
E 465.0 million as of December 31, 2000. The effect of the IPO on the financial statements of our company was to strengthen our capital structure by the
repayment of debt, increasing our shareholder's equity and to provide proceeds that have allowed us to

36

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continue investing in the development of our online activities and the acquisition of additional print publications.

Management
believes that the Company generates sufficient working capital and has access to adequate committed lines of credit to meet its presently anticipated needs for working
capital.

While
the expenditures relating to our online activities have impacted our results of operations for financial statement purposes, these expenditures have not affected our ability to
incur debt or to comply with the covenants in our credit agreement. These covenants permit us to grow our online activities without adversely affecting borrowing capacity if we fund the growth from
sales of equity or cash flow from our online operations. The covenants effectively limit our ability to fund the growth of our online activities with cash flow from our print operations.

Credit Agreement

We entered into a supplemental agreement on May 25, 2001 amending our credit agreement. Our credit agreement consists of term loan facilities, an
acquisition facility and a revolving credit facility and provides for approximately E 270 million of secured loans as of the end of December 31, 2000 as
set forth below. Some of our subsidiaries may borrow in the following five tranches:



The
Tranche B facility and the Tranche C facility were drawn in full on December 15, 1998 and remain outstanding as December 31, 2000. We had
E 11.1 million in borrowings against the Tranche D facility and E 15.1 million in borrowings against the Tranche E
facility as of December 31, 2000. Subject to compliance with specified conditions precedent, the Tranche A facility is available for financing the development of our online business and until
certain conditions are satisfied is available only up to a maximum of E 30 million, the revolving credit facility may be drawn from time to time for working
capital and general corporate purposes and the Tranche E facility is available until December 31, 2001 for financing permitted acquisitions.

The
credit agreement is guaranteed by our Company and substantially all of our subsidiaries and is secured by pledges of the shares of substantially all of our subsidiaries. The
guarantees from some of the subsidiaries are limited to comply with local law requirements.

In
addition to paying interest on outstanding principal under the credit agreement, we are required to pay a commitment fee to the lenders under the revolving credit agreement in
respect of the unutilized commitments at a rate of 1.25% per annum on the undrawn uncancelled amount of the Tranche A and E facilities as well as a commitment fee at a rate of 0.75% per annum on the
undrawn uncancelled amount of the Tranche D loan facility, through each of these Tranches' availability period.

37

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We will also pay a fee of up to 2.25% per annum on the face value of any documentary credits issued under the revolving credit facility plus, in the case of any letter of credit, a fronting fee to the
bank issuing the letter of credit at 0.125% per annum on the face amount of the letter of credit. An annual agency fee must also be paid. In addition, we recently paid our lenders a fee of
E 1,350,000 in connection with the supplemental agreement dated May 25, 2001.

We
are subject to apply the following proceeds as mandatory prepayments, with certain exceptions:



We
also have the right to prepay the loans under the credit agreement, without penalty, in whole or in part. Amounts applied as prepayments of the revolving credit facility may be
reborrowed. Amounts prepaid in respect of the term loan facilities may not be reborrowed. All amounts outstanding under the credit agreement are required to be repaid on a change of control or a
listing of shares representing more than 20% of our voting rights.

Subject
to some exceptions, covenants include (but are not limited to) restrictions on changes of business, liens, indebtedness, dividend payments, investments, joint ventures,
inter-company debt and transactions between group members and issuances of share capital. We are required to comply with the covenants set forth in our credit agreement and compliance with these
covenants is tested over pre-determined periods that are generally fiscal quarters. As of December 31, 2000, we were in compliance with these covenants. Under our amended credit
agreement, the most restrictive financial covenants to which we are subject are:



We
are currently in discussions with our lenders, at their request, to amend these covenants. It is expected that these covenants will become more restrictive as a result of this
amendment.

Events
of default include, subject to limited exceptions, non-payment of principal when due, non-payment of interest, fees or other amounts, material
inaccuracy of representations and warranties, and violation of covenants (subject, in the case of some covenants, to a 14 business day grace period after notice).

Cash Flows

Our cash flows from operations decreased by E 67.6 million from E 24.6 million in
the year ended December 31, 1999 to a negative E 43.0 million in 2000. This decrease was primarily driven by online losses of
E 73.3 million, or a change of E 62.0 million from 1999 to the year ended December 31, 2000 and by cash
restructuring charges of E 4.9 million. Excluding online losses of E 11.3 million in 1999 and
E 73.3 million in 2000 and the restructuring charge of E 4.9 million in 2000, cash flow from operations decreased slightly
by E 0.7 million from E 35.9 million in 1999 to E 35.2 million in 2000. Net cash

38

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provided by operating activities for the year ended December 31, 1999 decreased E 16.4 million to E 24.6 million
from E 41.0 million for the year ended December 31, 1998, primarily due to increased interest expense and increased online and corporate costs.

Our
cash flows used in investing activities increased by E 117.9 million from E 51.7 million in 1999 to
E 169.6 million in the year ended December 31, 2000. The increase was partly attributable to our payment of
E 18.2 million for the cost method investment in Anuntis in Spain and for a call option on the acquisition of Avis and Revier Markt in Germany, which was
reported as cash paid for investments and other assets. Cash paid for property, plant and equipment has also increased in 2000 and includes amounts paid for capitalized software costs related to our
online technology development of E 18.9 million. The increase in cash paid for acquisitions includes amounts paid for the acquisitionof
Vancouver Buy & Sellfor E 22.7 million,Sydney Buy & Sellfor
E 11.1 million, andBargain Finderfor E 20.8 million.

Net
cash used in investing activities was E 51.7 million for the year ended December 31, 1999. Additionally, investing activities
included capital expenditures of E 10.0 million during the year ended December 31, 1999 for computer hardware and for development of online systems and
websites. Cash paid for acquisitions in 1999 include the amounts paid for the acquisition of BC Autotrader in Canada for E 19.2 million and Trueque in Spain for
E 6.0 million.

Our
cash flows from financing activities in the year ended December 31, 2000 was impacted primarily by our IPO in April 2000. Net cash proceeds from our IPO were
E 352.3 million, proceeds from issuance of redeemable and convertible shares in January 2000 were E 27.5 million
and we received cash from the exercise of warrants for our common shares. Cash payments on borrowings reflect the payment on our previous credit agreement of
E 233.3 million and the payment of our shareholder notes of E 63.2 million concurrent with the IPO. The payment of our
previous credit agreement was accompanied by an immediate drawn down of E 74.4 million on our amended and restated credit agreement.

Net
cash provided by financing activities of E 35.6 million during the year ended December 31, 1999 included
E 39.2 million of additional capital stock and redeemable preferred shares issued and E 13.2 million of additional
borrowings net of repayments.

C.  Research and development, patents and licences, etc.

Given the nature of our business, we have historically had insignificant expenditures on research and development.

D.  Trend information

For information about our future operating results and capital resources, see Items 5A "Operating Results" and 5B "Liquidity and Capital Resources".

39

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Item 6.Directors, Senior Management and Employees

A. and C.  Directors, senior management and Board practices

MANAGEMENT

Supervisory Board

Our management is entrusted to the management board under the supervision of the supervisory board. The supervisory board, which is comparable to the
non-executive directors on a U.S. board of directors, advises the management board and is responsible for supervising the policies pursued by the management board and the general course of
our affairs and our business. In addition, some actions taken by resolution of the management board require the prior approval of the supervisory board. See "Management Board." In
fulfilling their duties, members of the supervisory board must act in the best interests of Trader.com N.V. and its business.

The
supervisory board consists of not less than five members. The number of supervisory board members is determined by the general meeting of shareholders acting by majority vote.
There are eleven supervisory board members. The general meeting of shareholders, acting by majority vote, appoints members of the supervisory board. Members of the supervisory board serve until the
end of the next annual general meeting of shareholders after their election, and may be re-appointed. If no supervisory directors are appointed at the annual general meeting of
shareholders, the terms of the existing supervisory directors continue until the general meeting of shareholders appoints supervisory directors. The supervisory board may nominate candidates to fill
vacancies in the supervisory board. These nominations are not binding on shareholders. Holders of 25% or more of the voting power in the general meeting of shareholders may also nominate candidates to
fill supervisory board vacancies. These nominations are also not binding on shareholders. The supervisory board must include at least two non-affiliated members, meaning persons who are
not party to any financial, business or other
relationship with us that would interfere with the exercise of independent judgment. The supervisory board has established audit and compensation committees, each of which has at least three members.

The
supervisory board elects one of its members to serve as Chairman. The Chairman or any two members of the management board may call a meeting of the supervisory board. The
supervisory board must meet no less frequently than once each calendar quarter. Resolutions of the supervisory board generally require a majority of votes cast at a meeting where a majority of the
members of the supervisory board is present or represented. Resolutions of the supervisory board in respect of the following matters require more than 75% of the votes cast at a meeting where a
majority of the members of the supervisory board is present or represented:



A
member of the supervisory board must retire at or before the annual general meeting of shareholders held in the year in which he or she reaches the age of seventy-two.
In addition to appointing members of the supervisory board, the general meeting of shareholders, acting by majority vote,



40

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As
of December 31, 2000, the list of supervisory directors is as follows:

Name

Age

PositionErnest-Antoine Seillière

63

ChairmanRoland Berger(2)

63

MemberShelby Bonnie

36

MemberArnaud Fayet(1)(2)

59

MemberJean-Marc Janodet(1)(2)

66

MemberGeorge Mallinckrodt(1)

70

MemberJaime de Marichalar

38

MemberBarry Nalebuff

42

MemberRené Rijntjes

49

MemberDonald Sobey

66

MemberChristiaan Antonius Van Den Berg

51

Member


---

Ernest-Antoine Seillièrehas served as a member of our supervisory board since December 1998.
Mr. Seillière is President and CEO of CGIP and Marine-Wendel, the main holding companies within the Wendel Group. Mr. Seillière joined the Wendel Group in
1976. Prior to that time, Mr. Seillière was a member of the French diplomatic corps. Mr. Seillière is also vice-chairman of the board of Cap
Gemini, and vice-chairman of the supervisory board of bioMérieux-Pierre Fabre, a Director of Valeo, Société
Générale and Eridania Beghin-Say, a member of the supervisory boards of Oranje-Nassau Groep, Peugeot S.A. and Hermès International S.A., and
President of the MEDEF, the French Business Confederation.

Roland Bergerhas served as a member of our supervisory board and our compensation committee since April 2000.
He founded Roland Berger & Partners GmbH in 1967 and has worked for it since that time. Prof. Berger received his degree in business from Ludwig-Maximilians-Universitat in Munich, Germany in
1962. He is a member of various supervisory boards and consultant groups. These include Vice-Chairman of the Association of Management Consulting Firms (AMCF), President of the
Fédération Européenne des Associations de Conseils en Organisation (FEACO) and President of the Bundesverband Deutscher Unternehmensberater e.V. (BDU).

Shelby Bonniehas served as a member of our supervisory board since April 2000. He has served as CNET's Vice
Chairman since May 1999 and its Chief Executive Officer since March 2000. Mr. Bonnie also served as CNET's Chief Financial Officer from July 1993 until December 1997
and its Chief Operating Officer from December 1997 until May 1999. From 1990 until joining CNET in 1993, Mr. Bonnie was a Managing Director of Tiger Management Corporation, a New
York based investment management firm. From 1992 to 1993, Mr. Bonnie also served as a General Partner of Lynx Capital, where he was responsible for oversight of a $90 million private
equity fund.

Arnaud Fayethas served as a member of the supervisory board and the audit committee of Trader.com N.V. since
December 1998. He has served as chairman of the compensation committee since April 2000. Mr. Fayet has been a member of CGIP's executive committee since 1995. Prior to that time
he served as Director General, Executive Vice President and member of the board of management of Carnaud and Carnaudmetalbox. Mr. Fayet is also a Director of AOM Participations,
bioMérieux SA, Valeo, Wheelabrator Allevard and Stallergènes. Mr. Fayet is an engineering graduate of the Ecole Centrale.

41

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Jean-Marc Janodethas served as a member of the supervisory board, the audit committee and the compensation
committee since April 2000. Mr. Janodet is Chief Financial Officer of CGIP and a member of CGIP's executive committee. Mr. Janodet has been employed by the Wendel Group since
1960. Mr. Janodet is a member of the board of directors of Marine Wendel, Valeo and bioMérieux Alliance and a member of the supervisory board of Banque NSMD and Oranje-Nassau
Groep. Mr. Janodet graduated from the Ecole Supérieure de Commerce de Paris.

George W. Mallinckrodt KBEhas served as a member of our supervisory board and audit committee since
April 2000. He has been the President of Schroders plc since 1995 and is also on its Board of Directors. Prior to becoming President, Mr. Mallinckrodt served as Chairman and Chief
Executive Officer of J.Henry Schroder Bank & Trust Company, New York, and President and Chief Executive Officer of Schroder Incorporated, New York, for 15 years. He has worked for
Schroder in a variety of positions since 1954.

Jaime de Marichalarhas served as a member of our supervisory board since April 2000. He has been the Managing
Director/Senior Advisor at Credit Suisse First Boston (Madrid) since 1998. Prior to becoming Managing Director, he worked for four years in asset management, corporate banking and capital markets at
Credit Suisse First Boston (Paris). Mr. de Marichalar is the Chairman of Fundacion Winthertur in Spain and a member of the board of directors of Credit Suisse Hottinguer in Paris.

Barry Nalebuffhas served as a member of our supervisory board since April 2000. He is the Milton Steinbach
Professor at Yale School of Management where he has been a professor since 1989. Before Yale, he taught at Harvard and Princeton. Mr. Nalebuff serves on the board of directors of Bear Stearns
Financial Products and Connecticut Citizenship Fund. Mr. Nalebuff graduated from the Massachusetts Institute of Technology. He is a Rhodes Scholar and received his doctorate in economics at
Oxford University.

René Rijntjeshas served as a member of our supervisory board since April 2000. He is a founder
and shareholder of TMF Netherlands B.V. and is a member of the management boards of a number of multinational companies and financial institutions. Mr. Rijntjes received a law degree from the
University of Utrecht.

Donald Sobeyhas served as a member of our supervisory board since April 2000. He has been the Chairman of
Empire Company Limited since 1985, the President since 1969 and on the board of directors since 1963. He is also on the Board of Directors for a number of Canadian companies.

Christiaan Antonius Van Den Berghas served as a member of our supervisory board since June 2000. He is a
Managing Director at TMF Netherlands B.V. He previously held various executive positions with VSB-AMEV-Fortis, BMW and ABN Amro.

Our
controlling shareholders have entered into a shareholders agreement pursuant to which they have agreed, among other things, to use their best efforts:



The
supervisory directors designated by Ms. Blouin, Mr. MacBain and Mr. Teyssonnière are Mr. Bonnie, Mr. de Marichalar,
Mr. Nalebuff, Mr. Rijntjes, Mr. Sobey and Dr. Van Den Berg. The supervisory directors designated by CGIP are Mr. Seillière, Mr. Fayet and
Mr. Janodet.

Audit Committee.The responsibilities of the Audit Committee include reviewing our annual and interim financial
statements and taking steps to ensure that an independent accounting firm reviews our

42

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financial statements prior to our filing them with the Securities and Exchange Commission or other regulatory bodies. The Audit Committee recommends to our shareholders the selection of an independent
accounting firm and approves the fees and other compensation to be paid to our accounting firm. The Audit Committee also:



The
activities and responsibilities above constitute a general description of the terms of reference of the Audit Committee which are not limited to solely those outlined above. The
Audit Committee also meets annually with the Management Board, the CFO and the independent accountants in separate sessions.

Compensation Committee.The Compensation Committee establishes and reviews overall policy and structure with respect to
compensation matters, including the determination of compensation arrangements for our supervisory directors, executive officers and key employees. The Compensation Committee is also responsible for
the administration and award of options to purchase shares pursuant to our option schemes.

Management Board

The management board is responsible for the management of our business under the supervision of the supervisory board. Any two members of the management board,
acting jointly, are authorized to represent us by entering into contracts on our behalf or by taking other action which binds us. The management board must obtain prior approval from the supervisory
board for:



The
general meeting of shareholders has delegated to the management board the right to issue, subject to the approval of the supervisory board, equity securities and to exclude
preemptive rights associated with any of these issuances for a five year period ending in 2005.

The
management board consists of not less than two managing directors. The number of management board members is determined by the supervisory board. The general meeting of
shareholders, acting by majority vote, appoints members of the management board. There are currently three managing directors. Managing directors serve for an indefinite term.

The
general meeting of shareholders may also suspend or remove any managing directors. The supervisory board may also suspend any managing director, but if the general meeting of
shareholders

43

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does not remove a suspended managing director within three months of suspension, the suspended managing director may resume his seat on the management board.

The
supervisory board determines the compensation and other terms and conditions of employment of the members of the management board.

As
of December 31, 2000, the list of managing directors is as follows:

|Name                         |  | Age |  | Position with the Company             |  | Appointed
|---------------------------- |  | --- |  | ------------------------------------- |  | ---------
|John H. MacBain              |  | 43  |  | Chief Executive Officer and President |  | 1998     
|Eric Teyssonnière de Gramont |  | 62  |  | Vice Chairman                         |  | 1998     
|Ruud Waals                   |  | 44  |  | Member of the Management Board        |  | 2000     

John H. MacBainis a founder of our company and has served as the president and chief executive officer since the
inception of the Hebdo Mag companies. He became our sole chief executive officer in October 2000. He is a Rhodes scholar and received an M.B.A. from Harvard Business School and an M.A. in law
from Oxford University.

Eric Teyssonnière de Gramontjoined us in 1989 and has served as vice chairman since 1993. He received
an executive business degree from Stanford Graduate School of Business and the Institut d'Etudes Politiques de Paris.

Ruud Waalshas served as a member of our management board since January 2000. He joined us in
January 2000 as Senior Legal and Tax Manager. Mr. Waals was a corporate attorney with The Larmag Group until he joined us. Prior to 1994, he was a tax advisor at KPMG Meijburg &
Co. Mr. Waals received his masters degree in tax law from the University of Leiden.

Executive Officers

As a legal matter, our executive officers support the management board in its management of the company. In practice, our executive officers and the management
board work closely together in managing the company and its business.

As
of December 31, 2000, the list of executive officers is as follows:

Name

Age

Position with the CompanyDidier Breton

48

Chief Operating OfficerRobert Fetherstonhaugh

46

Deputy ChairmanFrançois Jallot

45

Chief Financial OfficerLouis Kyle

44

Vice President Best PracticesBjorn Lindberg

44

Vice President OperationsElizabeth Pauchet

38

General CounselClaude Schwab

44

Vice President Operations


Didier Bretonjoined us as our chief operating officer in June 2000. Prior to joining us, he was President of
the Infrastructure & Systems Division at Bull. He has extensive executive experience in managing international operations at companies such as Hewlett Packard and Valeo. He holds an MBA from
the Institut Superieur des Affaires.

Robert Fetherstonhaugh,our deputy chairman, joined us in 1998. For ten years prior to joining us, he held several
positions of leadership at the accounting firm of KPMG in Montréal, Canada, including audit partner from 1989 to 1994, managing partner of the high technology practice from 1995 to 1996
and managing partner of the financial institutions group from 1997 to 1998. He is a chartered accountant.

44

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François Jallotjoined us as our chief financial officer in 1997. From 1993 to 1996, he was the
international finance director for Cerruti. Mr. Jallot received a business degree from Ecole Supérieure de Commerce de Paris and an M.B.A. from the Wharton School of the
University of Pennsylvania.

Louis Kylejoined us as our president, Internet in 1998. He is currently employed as our Vice-President,
Best Practices. From April 1994 to September 1995, Mr. Kyle was the Group Publisher of PC Direct and PC Expert magazines at Ziff Davis France. From September 1995 until he
joined us, Mr. Kyle was the Directeur Général Adjoint for PC Direct and PC Expert magazines and the ZD Net online service at Ziff Davis France.

Bjorn Lindberghas been our vice president, operations since 1997. Mr. Lindberg was the president from 1990 to
2000 of Gula Tidningen, a classified advertising publication in Sweden that we acquired in 1993. Mr. Lindberg received an M.B.A. from Stockholm School of Economics and Business Administration.

Elizabeth Pauchethas served as our general counsel since 1996. From October 1989 to July 1996,
Ms. Pauchet was an associate in the New York and Paris offices of the law firm Davis Polk & Wardwell. Ms. Pauchet received a J.D. from Yale Law School.

Claude Schwabjoined us as our vice president, operations in 1996. Prior to 1996, Mr. Schwab was the commercial
director of the Division Confiserie KJS France of Kraft General Foods from 1990 to 1993
and director of a food category of Philip Morris from 1994 to 1996. Mr. Schwab received a business degree from Ecole Supérieure des Sciences Economiques et Commerciales.

B.  Compensation

The aggregate amount of compensation that we paid to our principal executive officers and managing directors as a group, which included 10 persons in all, for
services rendered in all capacities during 2000 was approximately E 2.4 million.

In
2000, we paid members of the supervisory board approximately E 217,000 in the aggregate in compensation for services rendered. In addition, in 2000
we granted initially to each supervisory director options to purchase 20,000 Class A Common Shares at E 30 per share, which will vest over five years. We
reimburse the members of the supervisory board for out-of-pocket expenses they incur in connection with the exercise of their duties. We do not have any service contracts with
directors which provide for benefits upon termination of employment.

Options
to purchase shares have been granted to executive officers under our 1998, 1999 and 2000 plans in accordance with their terms for vesting and exercise as follows, taking into
account forfeitures and cancellations:

Plan

Exercise Price

Number of Executives

Number of Options1998

EE
2.82
3.57

7
1

1,105,272
22,5001999

E
3.57

1

258,4922000

EE
7.06
17.26

7
3

420,000
263,000Total

2,069,264


Executive Employment Agreements

In January 2000, Mr. MacBain entered into amended and restated employment agreements with Trader.com Management (Services) B.V. These agreements
consist of an agreement with Mr. MacBain and a separate agreement with his wholly owned personal services corporation. These agreements

45

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provide for Mr. MacBain or personal services corporation to render services to the subsidiaries of Trader.com N.V. for an initial five year term which commenced December 15, 1998 and
automatically extends for additional twelve month periods unless terminated by either party by written notice. Pursuant to these agreements, Mr. MacBain is entitled to receive directly or
indirectly an annual cash compensation equal to E 100,000 and his personal services corporation received a one-time grant of options to purchase 861,639
Class A Common Shares at an exercise price of E 3.57 per share pursuant to Trader.com N.V.'s 1999 Option Plan. In addition, he is entitled to use two company
vehicles. The agreements provide for a severance benefit if we terminate Mr. MacBain's employment without cause or if he terminates his employment with good reason (which includes a change of
control). The severance
benefit is the annual cash compensation described above for a period of 18 months following the termination date. The agreements provide for the indemnification of Mr. MacBain to the
extent permissible under applicable law. Mr. MacBain's agreements, as well as similar agreements signed by Louise T. Blouin and her wholly owned personal services corporation, contain
confidentiality provisions and noncompete provisions for a period of three years after the first date Ms. Blouin and Mr. MacBain cease to hold a majority of the voting rights of all
shares of Trader.com N.V.

In
January 2001, Mr. MacBain publicly announced that he would voluntarily forego any compensation for the years 2001 and 2002 and he would forego any further vesting of
his options to purchase Class A Common Shares. As of such announcement, Mr. MacBain had vested options to purchase 258,492 Class A Common Shares.

In
October 2000, Louise T. Blouin resigned as Chairman and Co-Chief Executive Officer, terminating both her employment agreement with Trader.com Management
(Services) B.V. and the separate agreement with her personal services corporation. The Company paid her E 2.5 million and the Supervisory Board agreed to
nominate her for election to the supervisory board. Upon resignation, 558,147 outstanding but unvested options granted to Ms. Blouin under the 1999 Option Plan were forfeited.

D.  Employees

As of December 31, 2000, we had over 4,700 full time equivalent employees (excluding independent contractors) in 20 countries. Many of our employees in
Argentina, Australia, Brazil, Canada, France, Italy, Spain and Sweden are represented by local labor unions or benefit from national collective bargaining agreements. No work stoppages have had
adverse effects on operations in the past three years. We consider our relationships with our employees to be satisfactory.

We
had approximatively 3,100 and 2,500 employees in 17 and 14 countries as of December 31, 1999 and 1998, respectively.

E.  Share ownership

1998 Equity Incentive Plan

Our 1998 Equity Incentive Plan, as amended, provided for the grant of "Share Rights" to key employees of the Group or its subsidiaries and other individuals
who render service to the Group or its subsidiaries upon approval by the Supervisory Board. Share Rights represent the following:



46

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Under
the terms of the Plan, 4,800,000 Class A Common Shares were authorized for issuance upon exercise of Share Rights. Following the IPO, 10% of all outstanding options
vested immediately. Each Unit represented either an option to purchase three Class A Common Shares or a SAR representing 2.25 Class A Common Shares. Upon the completion of the IPO, all
Units were converted into options to purchase 3 Class A Common Shares. The 1998 Equity Incentive Plan is closed to further grants.

At
December 31, 2000, options to purchase 3,050,648 shares have been granted under the 1998 Equity Incentive Plan at exercise prices ranging from
E 2.82 to E 3.57. These options expire 10 years after the date of grant.

Each
unit or option granted is subject to a five year vesting schedule pursuant to which the unit or option vests 20% upon the first, second, third, fourth and fifth anniversary of
the grant date. At the IPO date, 10% of the option grant which otherwise would have vested in year five became immediately vested. Further, upon each of the first and second anniversaries of the
completion of an "acquisition", 50% of all options and units then unvested and held by persons who remain employees of Trader.com
N.V. or the surviving or acquiring entity become immediately vested in full. For purposes of the 1998 Equity Incentive Plan, "acquisition" means:



1999 Option Plan

Our 1999 Option Plan provides for the grant of options to purchase a maximum of 1,723,278 Class A Common Shares. No further options are available for
grant under the 1999 Option Plan because all of the options under the plan were granted to Ms. Blouin and Mr. MacBain at an exercise price of E 3.57.
These options expire 10 years after grant.

Each
option granted is subject to a four year vesting schedule pursuant to which the option vests 20% upon the date of grant and 20% upon the first, second, third, and fourth
anniversary of the grant date. At the IPO date, 10% of the option grant which otherwise would have vested in year four became immediately vested.

Upon
Ms. Blouin's departure as an employee of Trader.com in October 2000, Ms. Blouin had vested options to purchase 258,492 Class A Common Shares. The
remainder of Ms. Blouin's unvested options to purchase Class A Common Shares were forfeited upon her departure and, as such, no further options will vest for Ms. Blouin. In
January 2001, Mr. MacBain publicly announced that he had voluntarily forfeited his then unvested options to purchase Class A Common Shares, leaving him with vested options to
purchase 258,492 Class A Common Shares.

2000 Option Plan

Our 2000 Option Plan provides for the grant of options to purchase a maximum of 5,000,000 Class A Common Shares. As of December 31, 2000, options
to purchase 2,429,288 Class A Common Shares have been granted under this plan at a weighted average exercise price of E 13.41. These options expire
10 years after grant.

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The 2000 Equity Incentive Plan is administered by a committee appointed by our supervisory board. Subject to the provisions of the equity plan, this committee has the authority to
determine the terms of the options, awards and opportunities to make direct purchases of shares, including the authority to:



Each
option granted is subject to a five year vesting schedule pursuant to which the option vests 20% upon the each anniversary of the grant date. Further, upon each of the first and
second anniversaries of
the completion of an "acquisition", 50% of all options then unvested and held by persons who remain employees of Trader.com N.V. or the surviving or acquiring entity shall become immediately vested in
full. For purposes of the 2000 Option Plan, "acquisition" has substantially the same definition as in the 1998 Equity Incentive Plan.

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Item 7Major Shareholders and Related Party Transactions

A.  Major Shareholders

The following table sets forth information as of December 31, 2000 regarding the beneficial ownership of our outstanding capital shares.

|                                                                |  | Class A(1)
Common
Shares |  | Class B(1)
Common
Shares |  |            |  |     
|--------------------------------------------------------------- |  | ------------------------ |  | ------------------------ |  | ---------- |  | ----
|
|
|MacBain Group(2)                                                |  | 13,887,340               |  | 34.5                     |  | 36,562,119 |  | 70.9
|Compagnie Générale d'Industrie et de Participations(3)          |  | 12,294,184               |  | 30.5                     |  | 15,037,881 |  | 29.1
|All directors and executive officers as a group (20 persons)(4) |  | 773,015                  |  | 1.9                      |  |           |  |    

---

As
of December 31, 2000, 590,000 of the Company's Class A Common Shares and none of the Class B Common Shares were held in the United States of America.

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Shareholders Agreement

On February 18, 2000, we entered into a shareholders agreement, which was amended and restated in its entirety as of March 16, 2000, with the
holders of all of our Class B Common Shares (which are two subsidiaries of CGIP and Floscule B.V., a Dutch corporation indirectly owned and controlled by Ms. Blouin and
Mr. MacBain and in which Mr. Teyssonnière has an indirect interest) and with CGIP, Ms. Blouin, Mr. MacBain and Mr. Teyssonnière
relating to the election of our supervisory directors, the transferability of the Class B Common Shares and other matters.

Under
the shareholders agreement, the holders of Class B Common Shares have agreed that if either holders of Class B Common Shares affiliated with Ms. Blouin,
Mr. MacBain and Mr. Teyssonnière or holders of Class B Common Shares affiliated with CGIP hold a majority of the Class B Common Shares,
then the holders of Class B Common Shares will vote all of their Class B Common Shares and otherwise use their best efforts:



The
Shareholders Agreement restricts the transfer of Class B Common Shares as follows:



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The
Shareholders Agreement provides that if Ms. Blouin, Mr. MacBain, or Mr. Teyssonnière transfer any interest in Floscule or any other entity
owned by Ms. Blouin, Mr. MacBain, Mr. Teyssonnière and their families that holds Class B Common Shares, that entity must convert all Class B Common
Shares into Class A Common Shares and Class C shares it holds unless: the purchaser is an unaffiliated third party, the transfer is of 100% of that entity, the transfer represents the
indirect transfer of Class B Common Shares representing more than 50% of all of the votes that may be cast at a general meeting of shareholders, and the purchaser agrees to acquire any and all
Class A Common Shares and Class B Common Shares at the same time as it acquires the applicable entity pursuant to an offer made by the purchaser to all of our shareholders and for a
price per Class A common share that is equal to the highest implied price per Class B Common Shares paid by such purchaser by means of its purchase of the entity owned by
Ms. Blouin, Mr. MacBain, Mr. Teyssonnière and their families that holds Class B Common Shares.

Any
Class C shares resulting from a conversion of Class B Common Shares into Class A Common Shares must be transferred to us by the holder for no consideration.

The
shareholders agreement provides that, if the holders of Class B Common Shares affiliated with Ms. Blouin, Mr. MacBain and
Mr. Teyssonnière hold a majority of the Class B Common Shares, and if Ms. Blouin, Mr. MacBain and Mr. Teyssonnière wish to sell all of
their Class B Common Shares to a purchaser, they have the option to require CGIP and its subsidiaries to sell all of their Class B Common Shares to the same purchaser at the same price.
If CGIP and its subsidiaries hold a majority of the Class B Common Shares, then they will have this right.

The
shareholders agreement provides that, if the holders of Class B Common Shares affiliated with Ms. Blouin, Mr. MacBain and
Mr. Teyssonnière hold a majority of the Class B Common Shares and wish to sell all of their Class B Common Shares to a purchaser, but the Class B Common
Shares proposed to be
sold do not represent more than 50% of all of the votes that may be cast at a general meeting of shareholders, then CGIP and its subsidiaries have the right to sell their shares to the purchaser at
the same price. If CGIP and its subsidiaries hold a majority of the Class B Common Shares, then the holders of Class B Common Share affiliated with Ms. Blouin, Mr. MacBain
and Mr. Teyssonnière will have this right.

Registration Rights

On February 18, 2000, we entered into a registration rights agreement providing our shareholders who are affiliated with CGIP, Ms. Blouin and
Mr. MacBain with the right in some circumstances to cause their shares to be registered for sale under the Securities Act of 1933 ("The Securities Act").

Beginning
September 27, 2000, the shareholders affiliated with CGIP, acting together, and Floscule B.V. (a Dutch Corporation indirectly owned and controlled by
Ms. Blouin and Mr. MacBain and in which Mr. Teyssonnière has an indirect interest) may each demand that we file one registration statement under the Securities Act
that registers Class A Common Shares. We would only be obligated to register shares if the aggregate gross proceeds of the public offering were at least
E 47.0 million.

If
we propose to register any of our securities under the Securities Act, either for our own account or for the account of any of our security holders, the shareholders affiliated
with CGIP, acting together, and Floscule B.V. are each entitled to notice of this registration and to include their Class A Common Shares in this registration. In the event of a
registration pursuant to an underwritten public offering of

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our Common Shares, however, the underwriters will have the right, subject to specified conditions, to limit the number of shares included in the registration.

Once
we have qualified to use a registration statement on Form F-3 to register securities under the Securities Act, the shareholders affiliated with CGIP, acting
together, and Floscule B.V. have the right to request that we file a registration statement on Form F-3 or any successor thereto for a public offering of all or any
portion of their Class A Common Shares, as long as the reasonably anticipated aggregate price to the public of the offering would not be less than
E 9.4 million ($10 million).

In
general, we will bear all fees, costs and expenses of registrations (other than applicable underwriting discounts and selling commissions). In addition, we have agreed to indemnify
the shareholders affiliated with CGIP and Floscule B.V. against, and provide contribution with respect to, liabilities relating to any registration.

52

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Convertible Preferred Shares

From February 1999 to January 31, 2000, pursuant to our Acquisition Line and Mezzanine Agreement, we issued preferred shares to entities
controlled by CGIP, Ms. Blouin and Mr. MacBain which were convertible into our Class A Common Shares at prices deemed beneficial to the holder of the preferred shares. The
Acquisition Line and Mezzanine Agreement were terminated at the time of our IPO. For financial reporting purposes, the difference between the fair value of the underlying Class A Common Shares
at the time of issuance and the conversion price was deemed to be a non-cash dividend. The following table describes the issuances of convertible preferred shares, the number of
Class A Common Shares into which they were converted in April 2000 on the effective date of our IPO, the effective price per Class A Common Share and the deemed dividend amount.

|Date as of Which
Shares Were Issued |                     | Number of
Convertible
Preferred
Shares
Issued |        | Class A
Common
Shares
Upon
Conversion |            | Deemed Fair
Value per
Class A
Common Stock |  | Effective
Price per
Class A
Common
Stock |  | Deemed
Dividend
Amount
(E000's)
|----------------------------------- | ------------------- | --------------------------------------------- | ------ | ------------------------------------- | ---------- | ------------------------------------------ |  | ---------------------------------------- |  | -------------------------------
|February 22, 1999                   |                     | 3,375                                         |        | 1,089,273                             |            | E2.82                                      |  | E2.82                                    |  |                               
|August 5, 1999                      |                     | 6,075                                         |        | 1,738,293                             |            | E24.50                                     |  | E3.26                                    |  | E36,921                        
|August 27, 1999                     |                     | 17,061                                        |        | 5,179,260                             |            | E24.50                                     |  | E3.12                                    |  | 110,733                        
|December 31, 1999                   |                     | 3,825                                         |        | 1,046,817                             |            | E30.00                                     |  | E3.65                                    |  | 27,584                         
|                                    |                     |                                               |        |                                       |            |                                            |  |                                          |  |                                
|                                    | Total 1999          |                                               | 30,336 |                                       | 9,053,643  |                                            |  |                                          |  |                                
|January 31, 2000                    |                     | 20,625                                        |        | 5,644,584                             |            | E30.00                                     |  | E3.65                                    |  | 148,735                        
|                                    |                     |                                               |        |                                       |            |                                            |  |                                          |  |                                
|                                    | Total 1999 and 2000 |                                               | 50,961 |                                       | 14,698,227 |                                            |  |                                          |  |                                

The
deemed fair value of the underlying Class A Common Shares is (a) the exercise price for the issuance in the period ended March 31, 1999,
(b) E 24.50 per Class A common share for the period ending September 30, 1999 and (c) E 30.00 per
Class A Common Share for subsequent periods.

On
our Combined and Consolidated Statement of Operations for the applicable period, the deemed dividends increase the net loss available to common shareholders. The deemed dividends
have no impact for any reporting period after the period in which the preferred shares are issued because we record the entire amount of the applicable dividend in the period of issuance. On our
Combined and Consolidated Balance Sheets, the deemed dividends are added to additional paid-in-capital and accumulated deficit and, as a result, have no net impact on our
shareholders' equity (deficit).

B.  Related party transactions

Reacquisition of the Russian Business

In December 1999, Trader.com entered into a memorandum of understanding with entities controlled by Ms. Blouin and Mr. MacBain and in
which Mr. Teyssonnière has an indirect interest, CGIP (including subsidiaries of CGIP), members of local Russian management and entities controlled by local Russian management
relating to the purchase of the 88% interest in Pronto Moscow LLC, as well as other classified advertising assets in the Ukraine. We signed the definitive agreement and closing thereunder occurred on
February 18, 2000 with effectiveness from January 1, 2000.

We
acquired this interest by purchasing 100% of the capital stock of Mirabridge International B.V. indirectly from CGIP and Beachcave Corporation NV, an entity controlled by
Ms. Blouin and Mr. MacBain and in which Mr. Teyssonnière has an indirect interest, for an aggregate purchase price of
E 130.5 million. The purchase price consisted of the assumption of indebtedness in the form of a promissory note to Marianda AG, a nominee of local Russian
management, the issuance of newly created Class C Redeemable Preferred Shares indirectly to Beachcave and the issuance of newly created Class D Redeemable Preferred Shares indirectly to
CGIP.

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The Class C Redeemable Preferred Shares and Class D Redeemable Preferred Shares ranked on a parity with one another and were senior to all other classes of our shares
upon a liquidation. They received E 2,789 as a 12% dividend-in-kind from January 1, 2000. Following the IPO, the Class C
Redeemable Preferred Shares and Class D Redeemable Preferred Shares automatically converted into 3,813,135 Class A Common Shares, inclusive of the dividend-in kind. Following
the IPO, indebtedness to Marianda was also automatically converted into 609,633 Class A Common Shares.

Prior
to our purchase of Mirabridge, Mirabridge owned 71% of Pronto Moscow and was wholly-owned by Beachcave. As a first step in the transactions that resulted in our purchase of
Mirabridge:



After
our purchase of Mirabridge, local Russian management continues to own 12% of Pronto Moscow.

The
purchase price paid by Trader.com for the Russian business was the result of negotiations between Ms. Blouin, Mr. MacBain, CGIP and entities controlled by management
of the Russian business that sold a 17% interest in that business to Mirabridge immediately prior to Trader.com's purchase of Mirabridge. This transaction was unanimously approved by our supervisory
board, including representatives of holders of over 99% of our capital stock.

We
accounted for our reacquisition of the Russian business as a common control transaction because, at the time of the acquisition, Ms. Blouin and Mr. MacBain controlled
both the Company and Mirabridge. From December 1996 to June 1998, our predecessor financial statements consolidate the results of Pronto Moscow at 51% with 49% recorded as a minority
interest. From July 1998 to December 14, 1998, because of their common management, our predecessor financial statements consolidate at 51% and combine at 20% the results of Pronto Moscow
with 29% recorded as a minority interest. From December 15, 1998 to December 31, 1998 and from January 1, 1999 to December 31, 1999, because Ms. Blouin and
Mr. MacBain controlled both the Company and Mirabridge, our financial statements combine the results of Pronto Moscow at 71% with 29% recorded as a
minority interest. Commencing in January 2000, we are consolidating the results of Pronto Moscow at 88% with 12% recorded as a minority interest. As a result of the common control transaction
in 2000, we do not recognize goodwill above the amount already recorded on the books of Mirabridge and, instead, we have recorded a distribution to shareholders of
E 92.7 million which is accounted for as a deemed dividend.

In
December 1998, Mirabridge sold to Francois Jallot, our Chief Financial Officer, Elizabeth Pauchet, our General Counsel and Robert Fetherstonhaugh, our Deputy Chairman,
contractual economic interests aggregating less than 1.0% of Mirabridge's 71% interest in Pronto Moscow. In December 1999, Mirabridge distributed its obligation under these economic interests
to Beachcave. As a result of our purchase of Mirabridge, Beachcave has disbursed to these executive officers a proportionate interest of the consideration received in the transaction described above
and these contractual economic interests have terminated.

Shareholder Notes

On December 15, 1998, in connection with the acquisition of the Hebdo Mag companies, our subsidiary, Trader.com International B.V., issued Subordinated
Loan Notes to an entity indirectly owned by Ms. Blouin and Mr. MacBain and in which Mr. Teyssonnière has an indirect interest for

54

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approximately E 63.2 million. Proceeds from the initial public offering were used to fully repay all principal and accrued interest on these Notes. Interest was
payable on a semi-annual basis at 12%.

Additionally,
in connection with the acquisition of our business in December 1998, CGIP and two entities controlled by it acquired for approximatively
E 126.7 million in cash (1) Senior Subordinated Mezzanine Notes of Trader.com N.V. with 12% capitalizable interest and (2) warrants to purchase up
to 10,320,000 of our Class A common shares at an exercise price of E 2.82 per share.

The
holders of the warrants had the right to acquire Class A Common Shares based on vesting at a rate of 107,500 shares per month for the first four years. Upon completion of
the IPO, all unvested warrants terminated and were no longer exercisable and the Mezzanine Notes converted into 4,881,651 Class A Common Shares at the initial public offering price of
E 30 per share.

Total
interest and expenses charged by shareholders for the year ended December 31, 2000 amounted to E 5,464,000.

Miscellaneous

René Rijntjes is a shareholder in and a managing director of TMF Management BV, a Dutch company which provided accounting and administrative
services to the Company in 2000. The aggregate fees charged for these services amounted to E 2,022,785 in 2000.

Gemini
Consulting S.A., in which CGIP (one of our principal shareholders) has an indirect ownership interest, conducted a strategic business development study for our French
subsidiary, Trader.com France S.A. in 2000. We paid Gemini Consulting E 236,000 in connection with this study.

As
of December 31, 2000, other receivables included related party receivables of E 608,000 outstanding from Louise T. Blouin and
E 288,000 outstanding from John H. MacBain, principally in relation to use of corporate aircraft since 1998. Payments in the amount of
E 350,000 were received in 2000 and of E 293,000 in 2001 from Mr. MacBain for payment in full.

During
the year ended December 31, 2000, our company and an entity controlled by Louise T. Blouin and John H. MacBain leased all of the office space in the same building
pursuant to separate leases negotiated on market rate terms.

On
April 20, 1998, one of our subsidiaries granted two non-interest bearing loans to Robert Fetherstonhaugh, our deputy chairman, in the principal amounts of
approximatively E 119,000 and E 75,000. The loans were forgiven at a per diem rate over a five year period calculated from the date of
grant. Full payment of the remaining balance was made in June 2001.

Item 8Financial Information

A.  Consolidated Statements

Please see Item 18 "Financial Statements" for our Combined and Consolidated Financial Statements.

Legal Proceedings

From time to time we are, and expect to continue to be involved in legal proceedings arising in the ordinary course of business. We believe there is no
litigation pending that, if determined adversely to us, would have a material adverse effect on our business, financial condition or results of operations.

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Dividend Policy

We have not, to date, paid any dividends on our shares of capital stock. We intend to retain future earnings for funding growth, and therefore, we do not
expect to pay any dividends in the foreseeable future. In addition, our credit agreement prohibits us from paying dividends.

B.  Significant Changes

None

Item 9Market Listing

A and C.  Listing and Market details

Our Class A Common Shares have been listed on the NASDAQ Stock Market National Market under the symbol "TRDR" and on thePremier
Marchéof ParisBourse SBF SA, under the SICOVAM code "5729" since our initial public offering. The following table sets forth the low and high sales prices of
the shares as recorded on the NASDAQ Composite Tape in U.S. dollars and the high and low price in euros for the ParisBourse SBF SA for the quarters and months indicated.

|                                    |  | NASDAQ
Stock Market National Market
Price per Class A
Common Share
(in U.S. dollars) |  | ParisBourse SBF SA
Price per Class A
Common Share
(in euros)
|----------------------------------- |  | ------------------------------------------------------------------------------------ |  | ------------------------------------------------------------
|
|First Quarter 2000 (March 31, 2000) |  | 28.56                                                                                |  | 18.6875                                                     
|Second Quarter 2000                 |  | 19.875                                                                               |  | 10.75                                                       
|Third Quarter 2000                  |  | 16.75                                                                                |  | 10.125                                                      
|Fourth Quarter 2000                 |  | 9.75                                                                                 |  | 4.3125                                                      
|December 2000                       |  | 6.4375                                                                               |  | 4.3125                                                      
|January 2001                        |  | 8.00                                                                                 |  | 4.75                                                        
|February 2001                       |  | 7.875                                                                                |  | 7.00                                                        
|March 2001                          |  | 7.0625                                                                               |  | 5.25                                                        
|April 2001                          |  | 6.312                                                                                |  | 5.010                                                       
|May 2001                            |  | 5.900                                                                                |  | 5.10                                                        

B.  Plan of distribution

Not applicable

D.  Selling shareholders

Not applicable

E.  Dilution

Not applicable

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F.  Expenses of the issue

Not applicable

Item 10Additional Information

A.  Share capital

Not applicable

B.  Memorandum and articles of association

No change from previous disclosures. Refer to Exhibit 1.1 of filed Form F-1.

C.  Material contracts

See Items 5.B. "Liquidity and Capital Reserves", 6.B. "Compensation", 7.A. "Major Shareholders" and 7.B. "Related Party Transactions".

D.  Exchange Controls

There are currently no limitations imposed by Dutch law or by our Articles of Association on the right of non-resident holders to hold or vote the
Class A Common Shares. Additionally, there are currently no Dutch laws, decrees or regulations that restrict the export or import of capital, including but not limited to Dutch foreign exchange
controls, or that affect the remittance of dividends, interest or other payments, to non-resident holders of Class A Common Shares, except as otherwise set forth in "Certain Tax
Considerations".

E.  Certain Tax Considerations

The discussion below is a general description of the Dutch and U.S. dividend withholding tax and income tax considerations material to your investment in our
Class A Common Shares. The discussion does not take into account your individual circumstances and does not purport to discuss all of the possible tax consequences of your purchase, ownership
and disposition of our Class A Common Shares and is not intended as tax advice. Therefore, you are urged to consult your own tax advisor with respect to the tax consequences of an investment in
our Class A Common Shares, including the application of state, local, foreign and other tax laws.

Material Dutch tax considerations for non-residents of The Netherlands

The following is a summary of the material Dutch tax consequences of a purchase, ownership and disposition of our Class A Common Shares, which is based
on Dutch tax laws in force and in effect as of the date hereof and is subject to changes in Dutch laws, including changes that could have retroactive effect. This summary does not purport to be a
comprehensive description of all Dutch tax considerations that may be relevant to a decision to acquire, hold and dispose of our Class A Common Shares.

Dividend Withholding Tax

Dividends and other revenue from our Class A Common Shares (including amounts received as a result of a direct or indirect repurchase or redemption of
shares or a partial liquidation of the company, in each case to the extent such amounts exceed our average paid-in capital as recognized for Dutch income tax and dividend withholding tax
purposes) which are distributed by us are generally subject to dividend withholding tax at a rate of 25%.

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Share dividends are also subject to Dutch dividend withholding tax unless they are distributed out of our paid-in capital as recognized for Dutch dividend withholding tax
purposes. Share dividends by means of a distribution of our Class A Common Shares which are not distributed out of our paid-in capital which is recognized as such for Dutch dividend
withholding tax purposes, are generally subject to Dutch dividend withholding tax at 25% of the nominal value of such shares.

In
general, when we make a distribution to our shareholders, we are required to remit all amounts withheld as Dutch dividend withholding tax to the Dutch tax authorities. However,
under certain
circumstances we may be allowed to reduce the amount that we are required to remit to the Dutch tax authorities by the lesser of (i) 3% of the portion of the distribution paid by us that is
subject to Dutch dividend withholding tax, and (ii) 3% of the dividends and profit distributions, before deduction of foreign withholding taxes, received by us from qualifying foreign
subsidiaries in the current calendar year (up to the date of our distribution) and the two preceding calendar years, to the extent that such dividends and profit distributions have not previously been
taken into account for purposes of establishing the reduction.

For
the sake of clarity we note that we will withhold from our payment to you the entire amount of the dividend withholding tax; however, part of the amount withheld (a maximum of 3%)
does not have to be remitted to the tax authorities.

If
you are a resident of a country other than The Netherlands and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between The Netherlands
and that country, and you are a qualifying resident for purposes of such treaty, you may, depending on the terms of that particular treaty, qualify for an exemption (in whole or in part) from or a
refund (in whole or in part) of Dutch dividend withholding tax.

The Netherlands Personal and Corporate Income Tax

You should not be subject to Dutch income tax or corporate income tax other than Dutch dividend withholding tax in respect of dividend distributions on our
Class A Common Shares or capital gains realized on the disposition of our Class A Common Shares, provided that, among other things:



Generally,
you will have a substantial interest or deemed substantial interest if you, your spouse, certain other relatives (including foster children) or certain persons sharing your
household, alone or together, directly or indirectly hold:



58

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The
above description does not cover all possible situations where a substantial interest or a deemed substantial interest may exist.

For
the sake of clarity we again note that you can be subject to Dutch corporate income tax if you are a corporation, resident of a country other than The Netherlands and you have a
substantial interest in our share capital and this substantial interest does not form part of the assets of an enterprise according to Dutch tax principles.

Material U.S. Federal Income Tax Considerations

The following is a discussion of the material U.S. federal income tax consequences relating to an investment in Class A Common Shares. This discussion
is based on the Internal Revenue Code of 1986 (the "Code"), treasury regulations promulgated thereunder, administrative and judicial interpretations thereof and the income tax convention between The
Netherlands and the U.S. (the "U.S. Tax Treaty"), all as in effect or proposed on the date of this Form 20-F and all of which are subject to change, possibly with retroactive
effect. This discussion deals only with holders who hold Class A Common Shares as capital assets within the meaning of Section 1221 of the Code and who do not at any time control or
own directly or indirectly or through related parties 10% or more of our stock by vote or value. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to
particular purchasers in light of their personal circumstances or to purchasers subject to special treatment under U.S. federal income tax law (including, without limitation, dealers in securities or
foreign currency, tax-exempt entities, regulated investment companies, banks, insurance companies or other financial institutions, partnerships or other pass-through entities,
persons that hold Class A Common Shares as part of a "straddle," "hedge," "integrated transaction," "constructive sale" or "conversion transaction," persons that have a "functional currency"
other than the U.S. dollar and persons that own Class A Common Shares through partnerships or other pass-through entities). This discussion also does not address any tax
consequences arising out of the tax laws of any state, local or foreign jurisdiction; nor does it address any aspect of U.S. estate or gift taxation. This discussion also does not address aspects of
U.S. federal income taxation applicable to U.S. holders holding options, warrants or other rights to acquire our Class A Common Shares, or who otherwise receive our Class A Common Shares
as compensation. Further, this discussion assumes that we will not be treated as a controlled foreign corporation. Under the Code, a controlled foreign corporation generally means any foreign
corporation if, on any day during its taxable year, more than fifty percent of either the total combined voting power of all classes of stock of the corporation entitled to vote, or the total value of
the stock of the corporation is owned, directly, indirectly or by attribution, by "United States persons" (as defined in the Code) who, in turn, own directly, indirectly or by attribution, ten percent
or more of the total combined voting power of all classes of stock of the corporation entitled to vote.

As
used herein, "U.S. holder" means a holder of Class A Common Shares that is (1) an individual who is a citizen or resident of the U.S., (2) a corporation or
other entity taxable as a corporation created or organized in or under the laws of the U.S. or of any state thereof (including the District of Columbia), (3) an estate the income of which is
includible in gross income for U.S. federal income tax purposes regardless of its source, or (4) a trust if a U.S. court is able to exercise primary supervision

59

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over the trust's administration and one or more U.S. persons have authority to control all substantial decisions of the trust.

You
are urged to consult your own tax advisors as to the particular tax consequences to you of the purchase, ownership and disposition of Class A Common Shares, including the
applicability of any state, local or foreign tax laws, and any changes (or proposed changes) in applicable tax laws or interpretations thereof.

Taxation of Dividends.

For
U.S. federal income tax purposes, you must include the gross amount of distributions (other than in liquidation) paid to you by us with respect to the Class A Common
Shares, including the amount of any Dutch taxes withheld from those distributions, in your gross income as dividend income to the extent that those distributions are paid out of our current or
accumulated earnings and profits (as
determined for U.S. federal income tax purposes). This dividend income will not be eligible for the dividends received deduction generally allowed to corporations. Distributions in excess of our
earnings and profits will be treated, for U.S. federal income tax purposes, first as a nontaxable return of capital to the extent of your basis in the Class A Common Shares and then as a gain
from the sale or exchange of the Class A Common Shares. See the section entitled "Taxation on Sale or Disposition of Class A Common Shares." You must include dividends paid in euros in
your income in a U.S. dollar amount based on the spot rate of exchange at the time the dividends are received (or treated as received). A U.S. holder will have a tax basis in the euros for U.S.
federal income tax purposes equal to the U.S. dollar amount of the euros as determined under the preceding sentence. A U.S. holder generally will recognize exchange gain or loss upon the subsequent
disposition of the euros equal to the difference between the amount realized on the disposition and the U.S. holder's tax basis in the euros. The gain or loss generally will be treated as U.S. source
ordinary income or loss for U.S. federal income tax purposes.

Foreign Tax Credits.

Because
dividends paid by us generally will be treated as foreign source dividend income for U.S. foreign tax credit limitation purposes, you may be able, subject to generally
applicable limitations, to claim a credit against your U.S. federal income tax liability for the amount of Dutch withholding tax imposed on dividends paid to you. However, you will be eligible to
claim a foreign tax credit for the Dutch withholding taxes only if you have, among other things, held the Class A Common Shares for at least sixteen (16) days during the 30 day
period beginning 15 days before the ex-dividend date for the dividend.

If
you are entitled to the benefits of a reduced rate of Dutch withholding tax under the U.S. Tax Treaty, you will be allowed a credit for no more than the amount of withholding tax
provided for under the U.S. Tax Treaty (i.e., 15%). However, the full amount of the dividend, including any Dutch withholding in excess of 15%, will be subject to current U.S. federal income taxation
whether or not you have obtained a refund of the excess amount withheld. The amount of the credit for Dutch tax withheld in accordance with the U.S. Tax Treaty will be subject to limitations contained
in the foreign tax credit provisions of the Code.

In
the event we were to pay a dividend to you out of the earnings of a non-Dutch subsidiary, there is a risk that under some limited circumstances you would not be
entitled to claim a credit for a portion of any Dutch taxes withheld by us from the dividend. The portion of Dutch withholding tax that may not be creditable in this instance would equal a maximum of
3% of the gross amount of the dividend (i.e., 20% of Dutch taxes withheld if you are entitled to claim a 15% withholding rate under the U.S. Tax Treaty). This limitation could only apply under
circumstances where we pay (or are treated as paying) dividends on the Class A Common Shares.

60

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U.S. holders should be aware that, as discussed more completely above under "Material Dutch tax considerations for non-residents of The Netherlands," certain transactions
that might not result in dividend income for U.S. federal income tax purposes, such as redemptions and distributions in liquidation, can nevertheless result in Dutch withholding taxes, since amounts
received by U.S. holders in excess of "paid in capital" are treated as dividends for Dutch tax purposes. U.S. holders may not be eligible to claim a foreign tax credit with respect to such taxes, and
it is possible that U.S. holders could recognize a capital loss for U.S. federal income tax purposes (if, for example, the amount realized on liquidation is less than the adjusted tax basis of the
shares) while, at the same time, such U.S. holders may incur Dutch withholding taxes. The interaction of the Dutch paid-in capital rules and the U.S. foreign tax credit provisions is
complex and beyond the scope of this discussion. U.S. holders are urged to consult with their personal tax advisors with respect to these matters.

Depending
on your particular circumstances, dividends with respect to the Class A Common Shares generally will be classified, for foreign tax credit purposes, as "passive
income". If you find that because of these limitations, it is more advantageous in your particular case to claim Dutch withholding tax as a deduction rather than as a credit, you may do so but only
for a year for which you do not claim a credit for any foreign taxes. A non-corporate U.S. holder, however, may not elect to deduct Dutch withholding taxes if that U.S. holder does not
itemize deductions.

Because
the tax rules that limit the availability or use of foreign tax credits are complex, we are unable to provide U.S. holders with any assurance as to the effect of limitations
on U.S. foreign tax credits and deductions for foreign taxes. U.S. holders should consult with, and rely solely upon, their own U.S. tax advisers with regard to the availability of a U.S. foreign tax
credit, including the applicability of the U.S. foreign tax credit limitations, to their particular situations.

Taxation on Sale or Disposition of Class A Common Shares.

Subject
to the discussion of "passive foreign investment company considerations" below, you generally will recognize capital gain or loss for U.S. federal income tax purposes on the
sale or other taxable disposition of Class A Common Shares in an amount equal to the difference between the amount realized and your adjusted tax basis in the Class A Common Shares.

That
gain or loss will be long-term capital gain or loss if you have held the Class A Common Shares for more than one year. In general, your adjusted tax basis in
the Class A Common Shares will be equal to the amount you paid for the Class A Common Shares.

Gain
or loss generally will be treated as having a U.S. source for U.S. foreign tax credit purposes. In some cases, however, losses upon the sale or other taxable disposition of
Class A Common Shares may be required to be allocated to foreign source income.

Passive Foreign Investment Company Considerations.

In
general, a foreign corporation will be a passive foreign investment company ("PFIC") if:



61

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If
we were a PFIC, and a U.S. holder did not make a qualifying election either to treat us as a qualified electing fund or mark our shares to market:



If
a U.S. holder has made a qualified electing fund election for all taxable years during which the U.S. holder owned our Class A Common Shares and we were a PFIC, the PFIC
rules described above will not apply to the U.S. holder. Instead, a U.S. holder of a qualified electing fund is required for each taxable year to include in income a pro rata share of the ordinary
earnings of the qualified electing fund as ordinary income and a pro rata share of the net capital gain of the qualified electing fund as long-term capital gain, subject to a separate
election to defer payment of taxes and incur an interest charge. The qualified electing fund election is made on a shareholder-by-shareholder basis and can be revoked only with
the consent of the Internal Revenue Service. A U.S. holder generally makes a qualified electing fund election by obtaining and retaining the PFIC annual information statement, attaching a completed
Internal Revenue Service Form 8621 to a timely filed U.S. federal income tax return and by filing the form with the Internal Revenue Service Center in Philadelphia, Pennsylvania. Even if a
qualified electing fund election is not made, a shareholder in a PFIC who is a U.S. holder generally must file a completed Internal Revenue Service Form 8621 every year.

A
U.S. holder of publicly traded PFIC stock could elect to mark the stock to market annually and generally could be subject to specific rules for each of the U.S. holder's taxable
years, including:



62

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U.S.
holders who hold Class A Common Shares during a period when we are a PFIC will be subject to the preceding rules, even if we cease to be a PFIC, subject to exceptions for
U.S. holders who made a qualified electing fund election. U.S. holders are urged to consult their tax advisors about the PFIC rules, including the specific rules and requirements applicable to making
qualified electing fund and other elections.

Status of Trader.com N.V. as a Passive Foreign Investment Company

Although we do not reasonably believe we will be a PFIC in 2001, we cannot provide any assurance that we will not qualify as a PFIC in 2001 or in future years.
PFIC status is determined as of the end of each taxable year and is dependent upon a number of factors, including the value of a corporation's assets and the amount and type of its gross income. The
determination of whether we are or will become a PFIC will be affected by how rapidly we use our cash and investment assets in our business. Also, a significant decline in the market price of our
Class A Common Shares may result in our being classified as a PFIC.

Backup Withholding and Information Reporting

Dividend payments with respect to the Class A Common Shares, and payments of the proceeds of a sale of Class A Common Shares, paid within the
U.S. or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding at a 31% rate (or a lower rate then in effect as established
by the Economic Growth and Tax Relief Reconciliation Act of 2001) unless (i) the payor is entitled to, and does in fact, presume the U.S. holder of our Class A Common Shares is a
corporation or other exempt recipient or (ii) the U.S. holder provides a taxpayer identification number on a properly completed Form W-9 and certifies that no loss of
exemption from backup withholding has occurred. The amount of any backup withholding will be allowed as credit against a U.S. holder's U.S. federal income tax liability and may entitle that U.S.
holder to a refund, provided that required information is furnished to the Internal Revenue Service.



Not applicable



Not applicable



Trader.com files reports and information with the United States Securities and Exchange Commission (SEC), and such reports and information can be inspected and
copied at the SEC's public reference facilities in Washington DC, Chicago and New York.



Not applicable

63

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Item 11Quantitative and Qualitative Disclosure About Market Risk

Market Risk Exposures and Risk Management

We are exposed to market risk related changes with respect to the following: foreign currency exchange rates, interest rates and, to a lesser extent, paper
prices in connection with our print operations. We centrally manage our exposures to these risks. The stated objective of our corporate hedging policy is to seek to minimize external financial risks
whenever it is possible to do so at an acceptable price. We do not enter into any transactions with derivative financial instruments for speculative purposes.

Foreign Currency Risk

Foreign currency risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. As currency exchange rates
change, translation of the financial statements of our international businesses into euros affects year-over-year comparability of results.

Currency Translation Risk

Appreciation of the euro, our reporting currency, against other currencies decreases our revenues and costs as reported in our financial statements.
Conversely, depreciation of the euro against other currencies increases our revenues and costs. The appreciation or depreciation of the euro against other currencies therefore impacts our reported net
income or net loss. We have not hedged translation risk.

Except
for our Russian and Turkish operations, entities other than those located in the Euro zone use their local currency as their functional currency. The financial statements of
the entities are translated into euros, our reporting currency, using the year-end exchange rate for balance sheet items and the weighted average exchange rate for items in the statements
of operations. Gains and losses arising from translation are reported separately in the cumulative translation account as part of other comprehensive income.

Currency Transaction Risk

We incur currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or sales transaction using a currency other than
its functional currency. We seek to reduce currency transaction risk by matching sales revenues and costs in the same currency. We also use exchange rate forward contracts to hedge against transaction
risk, except in Russia where, to date, the cost of hedging has been prohibitive. We have also entered into exchange rate forward contracts to hedge intercompany loans. These contracts are typically
rolled-over every one to three months at prevailing market rates over the duration of such loans, and therefore, are not subject to significant fluctuations in currency exchange rates.
Subsequent to the April 5, 2000 amendment of our credit agreement, a total of US $71.5 million of the Tranche B borrowings were placed in subsidiaries having the euro and Canadian dollar
as functional currencies. As a result, we have entered into cross currency swap contracts with matched maturity dates of the loans in order to hedge the resulting currency transaction risk exposure of
the loans on the books of these subsidiaries. The remaining amounts outstanding under our credit agreement are denominated in the functional currencies of the debtor subsidiaries, thereby mitigating
currency transaction risk.

Financial
statements of our operations in Russia and Turkey use the euro as their functional currency in accordance with the relevant provisions of SFAS No. 52
"Foreign Currency Translation" as applied to entities in highly inflationary economies. Accordingly, revenues, costs, capital and
non-monetary assets and liabilities are translated at historical exchange rates of the local currency to euro while monetary assets and liabilities are translated at exchange rates
prevailing at balance sheet

64

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dates. All foreign exchange adjustments resulting from the translation of our Russian and Turkish operation's financial statements to the euro are included in the determination of net income (loss).

The
following is a table of the principal currencies in which we generate revenue and their average rate against the U.S. dollar for periods prior to our adopting the euro as our
reporting currency:

Average Rate Against the U.S. Dollar

Year Ended December 31,Country

Currency

1997

1998Australia

AUD

n/a
(2)
1.594Canada

CAD

1.401

1.490France

FRF

5.988

5.897Hungary

HUF

197.637

215.327Italy

ITL

1,745.441

1,736.612Russia(1)

RUR

5.784

10.018Spain

ESP

n/a
(2)
149.366


Sources:
Bank of Montreal, Reuters and Olsen & Associates.

The
following is a table of the principal currencies in which we generate revenue and their rate against the euro:

Rate Against the Euro

(Against the ECU prior to January 3, 1999)

|              |  |     |  |          |  |          |  | Average Rate for the
Year Ended December 31,
|------------- |  | --- |  | -------- |  | -------- |  | --------------------------------------------
|
|
|Australia     |  | AUD |  | 1.5359   |  | 1.6876   |  | 1.7858                                      
|Canada        |  | CAD |  | 1.4581   |  | 1.4123   |  | 1.6696                                      
|France(1)     |  | FRF |  | 6.5596   |  | 6.5596   |  | 6.6068                                      
|Hungary       |  | HUF |  | 254.550  |  | 268.225  |  | 241.2445                                    
|Italy(1)      |  | ITL |  | 1,936.27 |  | 1,936.27 |  | 1,945.639                                   
|Russia        |  | RUR |  | 27.72    |  | 26.913   |  | 11.1095                                     
|Spain(1)      |  | ESP |  | 166.386  |  | 166.386  |  | 167.3443                                    
|United States |  | USD |  | 1.008    |  | .9420    |  | 1.1204                                      

Sources:
Natexis Multidevises (in Les Echos), Olsen & Associates and www.oanda.com.

---

Interest Rate Risk

Interest rate risk arises primarily from our variable-rate multi-currency credit agreement. As of December 31, 2000 borrowings under the
credit agreement represented E 158.0 million. All of our total indebtedness under the credit agreement is subject to variable LIBOR interest rates. As of
December 31, 2000, we have entered into swap agreements with respect to 83% of our indebtedness

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under the credit agreement against seven and eight year fixed interest rates. As a result of the substantial shift downwards of all yield curves relevant to our indebtedness, the fair market value of
outstanding swap contracts was a negative E 5.5 million as of December 31, 2000 versus a positive E 7 million as of
December 31, 1999. The remaining 17% of our indebtedness under the credit agreement is indexed to various currency LIBOR rates and as of December 31, 2000, we had not entered into swap
agreements against fixed rates with respect to these amounts. As of December 31, 2000, the weighted average annual interest rate of our total indebtedness was 9.2%.

The
table below shows the interest rate sensitivity of our interest rate derivatives measured in terms of their fair values as at December 31, 2000. The changes in fair values
assume 100 basis points deviations
from prevailing yield curves as at December 31, 2000. (See footnote 11 to our Combined and Consolidated Financial Statements for additional information on contract specifications.)

Sensitivity Analysis of Outstanding Interest Rate Hedging Instruments

|                           |  |               |  |     |  |            |  |       |  | Fair Value Loss (Gain) |           
|-------------------------- |  | ------------- |  | --- |  | ---------- |  | ----- |  | ---------------------- | ----------
|
|
|8-year swap                |  | Dec. 26, 2007 |  | USD |  | 50,000,000 |  | .9420 |  | E                      | 6,581,261 
|7-year swap                |  | Dec. 26, 2006 |  | USD |  | 2,660,969  |  | .9420 |  |                        | 324,570   
|7-year cross currency swap |  | Dec. 26, 2006 |  | USD |  | 58,254,785 |  | .9420 |  |                        | 4,002,040 
|7-year cross currency swap |  | Dec. 26, 2006 |  | USD |  | 13,267,990 |  | .9420 |  |                        | 1,667,957 
|                           |  |               |  |     |  |            |  |       |  |                        |           
|                           |  |               |  |     |  |            |  |       |  | E                      | 12,575,829
|                           |  |               |  |     |  |            |  |       |  |                        |           

Commodity Price Risk

We are subject to market risk with respect to commodities since paper is our single largest raw material expense and, along with printing, one of our most
important operating expenses. For the years 2000 and 1999, the cost of paper represented 9% and 8% of our print revenues, respectively. We do not enter into future contracts on commodity markets to
hedge our exposure to paper prices; however, in the normal course of business, we enter into paper supply agreements with outside vendors that generally provide for pre-agreed discounts
from prevailing market prices.

Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133). In addition, during 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities", which amends certain requirements of SFAS No. 133. These statements establish accounting and reporting standards for derivative instruments, including some types of derivative
instruments embedded in other contracts and for hedging activities. These standards require that an entity recognize all derivatives as either assets or liabilities on its balance sheet and measure
those instruments at fair value. Changes in derivative's fair value are required to be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that we formally document, designate and assess the
effectiveness of transactions that receive hedge accounting. Our adoption of these new accounting standards will result in after-tax reductions in other comprehensive income of
approximately E 1.7 million at

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January 1, 2001. The adoption will also result in our recognition of derivative liabilities of approximately E 5.5 million. Since the impact of SFAS
No. 133 after adoption is dependent on future market rates and outstanding derivative positions, we cannot determine the impact that application subsequent to January 1, 2001 will have
on our financial position or results of operations.

Forward-Looking Statements and Associated Risk

This document contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S.
Securities Exchange Act of 1934, including statements regarding, among other items, (a) our growth strategies and (b) anticipated trends in our business. These
forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, certain of which are beyond our control. Actual results could differ materially
from these forward-looking statements as a result of the factors described in the "Risk Factors", section of Item 3. In light of these risks and uncertainties, we can not assure you that the
forward-looking statements contained in this offering circular accurately describe what will in fact transpire.

Item 12Description of securities other than Equity Securities

Not applicable

PART II

Item 13Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

Item 15(Reserved)

Item 16(Reserved)

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PART III

Item 17Financial Statements

The registrant has responded to Item 18 in lieu of responding to this item.

Item 18Financial Statements

Schedule of Valuation Accounts (in euro thousands):

|A. Allowance for Doubtful
Accounts Receivable                                      |  | Balance at
January 1 |  | Increase in
Allowance |  | Write-offs |   | Foreign
Currency
Translation |   | Balance at
December 31
|---------------------------------------------------------------------------------- |  | -------------------- |  | --------------------- |  | ---------- | - | ---------------------------- | - | ----------------------
|Year ended December 31, 2000                                                       |  | 5,619                |  | 4,453                 |  | (1,961     | ) | (90                          | ) | 8,021                 
|Year ended December 31, 1999                                                       |  | 5,086                |  | 3,206                 |  | (2,837     | ) | 164                          |   | 5,619                 
|Seventeen-day period ended December 31, 1998                                       |  | 4,873                |  | 213                   |  |           |   |                             |   | 5,086                 
|Three hundred and forty-eight-Day period ended December 14, 1998Predecessor Group |  | 2,405                |  | 2,475                 |  | (287       | ) | 280                          |   | 4,873                 

68

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INDEX TO FINANCIAL STATEMENTS

Trader.com N.V. and its Predecessor Group



|Auditors' Report                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Combined Balance Sheet as of December 31, 1999 and Consolidated Balance Sheet as of December 31, 2000                                                                                                                                                                                                                 
|Combined Statements of Operations for the period from January 1, 1998 through December 14, 1998, for the period from December 15, 1998 through December 31, 1998, for the year ended December 31, 1999 and Consolidated Statement
of Operations for the year ended December 31, 2000                                  
|Combined Statements of Shareholders' Equity (Deficit) for the period from January 1, 1998 through December 14, 1998, for the period from December 15, 1998 through December 31, 1998, and for the year ended December 31, 1999
and Consolidated Statement of Shareholders' Equity for the year ended December 31, 2000
|Combined Statements of Cash Flows for the period from January 1, 1998 through December 14, 1998, for the period from December 15, 1998 through December 31, 1998, and for the year ended December 31, 1999 and Consolidated
Statement of Cash Flows for the year ended December 31, 2000                              
|Notes to Combined and Consolidated Financial Statements                                                                                                                                                                                                                                                               

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INDEPENDENT AUDITORS' REPORT

To
the Supervisory Board of Trader.com N.V.

We
have audited the consolidated balance sheet of Trader.com N.V. ("Trader.com") as of December 31, 2000 and the combined balance sheet of Trader.com and of the "Russian
Entities", as defined in note 3(a), as of December 31, 1999, the consolidated statements of operations, shareholders' equity and cash flows of Trader.com for the year ended December 31,
2000, the combined statements of operations, shareholders' equity and cash flows of Trader.com and the Russian Entities for the year ended December 31, 1999 and for the seventeen-day period
ended December 31, 1998 and the combined statements of operations, shareholders' equity and cash flows of the Predecessor Group, consisting of Hebdo Mag Company (formerly Hebdo Mag Inc. and
Hebdo Mag International Inc.), Hebdo Mag International S.A.R.L., Hebdo Mag Argentine Holding S.r.l., Hebdo Mag Australia Holdings Pty Ltd. and Hebdo Spain, S.L., for the three hundred and
forty-eight-day period ended December 14, 1998. In connection with our audits of the consolidated and combined financial statements, we also have audited the financial statement schedule
presented under Item 18 above. These consolidated and combined financial statements and this financial statement schedule are the responsibility of Trader.com's and the Predecessor Group's management.
Our responsibility is to express an opinion on these consolidated and combined financial statements and on this financial statement schedule based on our audits.

We
conducted our audits in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of Trader.com as of
December 31, 2000 and 1999 and the results of its operations and its cash flows for the years ended December 31, 2000 and 1999 and the seventeen-day period ended December 31,
1998, and the results of the operations and the cash flows of the Predecessor Group for the three hundred and forty-eight-day period ended December 14, 1998, in conformity with generally
accepted accounting principles in the United States. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated and
combined financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As
discussed in note 3(a) to the consolidated and combined financial statements, effective December 15, 1998, Trader.com acquired all the outstanding shares of the
Predecessor Group in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated and combined financial statements for the periods after the acquisition are
presented on a different cost basis than that for the period before the acquisition and, therefore, are not comparable.

KPMG
S.A.
Paris, France
March 27, 2001
Except for note 24, which is as of April 4, 2001

F1

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TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)  Combined and Consolidated Balance Sheets  (euros in thousands)

|                                               |                                               | Combined                                                                                |                                                      | Consolidated |         
|---------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------------ | --------
|
|ASSETS                                         |                                               |                                                                                         |                                                      |              |         
|                                               | Current assets:                               |                                                                                         |                                                      |              |         
|                                               |                                               | Cash and cash equivalents                                                               |                                                      | E            | 23,412  
|                                               |                                               | Accounts receivable, less allowances of E 5,619 (1999) and E 8,021 (2000), respectively |                                                      |              | 31,096  
|                                               |                                               | Other receivables                                                                       |                                                      |              | 7,987   
|                                               |                                               | Deposits                                                                                |                                                      |              | 1,087   
|                                               |                                               | Prepaid expenses and other current assets                                               |                                                      |              | 7,805   
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total current assets                                 |              |         
|                                               | Property, plant and equipment, net            |                                                                                         |                                                      | 37,814       |         
|                                               | Goodwill and other intangibles, net           |                                                                                         |                                                      | 529,835      |         
|                                               | Other non current assets                      |                                                                                         |                                                      | 39,842       |         
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total assets                                         |              | E       
|                                               |                                               |                                                                                         |                                                      |              |         
|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) |                                               |                                                                                         |                                                      |              |         
|                                               | Current liabilities:                          |                                                                                         |                                                      |              |         
|                                               |                                               | Accounts payable                                                                        |                                                      | E            | 42,598  
|                                               |                                               | Social and fiscal liabilities                                                           |                                                      |              | 13,449  
|                                               |                                               | Accrued liabilities                                                                     |                                                      |              | 10,527  
|                                               |                                               | Income taxes payable                                                                    |                                                      |              | 16,107  
|                                               |                                               | Accrued compensation                                                                    |                                                      |              | 23,913  
|                                               |                                               | Current portion of long-term debt                                                       |                                                      |              | 16,132  
|                                               |                                               | Other liabilities                                                                       |                                                      |              | 6,614   
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total current liabilities                            |              |         
|                                               | Long-term liabilities:                        |                                                                                         |                                                      |              |         
|                                               |                                               | Due to shareholders                                                                     |                                                      |              | 206,101 
|                                               |                                               | Long-term debt, net of current portion                                                  |                                                      |              | 259,103 
|                                               |                                               | Deferred income taxes                                                                   |                                                      |              | 69,276  
|                                               |                                               | Other long term liabilities                                                             |                                                      |              |        
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total liabilities                                    |              |         
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               | Minority interest                             |                                                                                         |                                                      | 8,799        |         
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               | Commitments and contingencies (note 18)       |                                                                                         |                                                      |              |         
|                                               | Redeemable preferred shares Class B (note 12) |                                                                                         |                                                      | 2,772        |         
|                                               | Redeemable preferred shares Class A (note 12) |                                                                                         |                                                      | 6,798        |         
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total redeemable preferred shares                    |              |         
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               | Shareholders' equity (deficit):               |                                                                                         |                                                      |              |         
|                                               |                                               | Capital shares (note 12)                                                                |                                                      |              | 4,130   
|                                               |                                               | Additional paid-in capital                                                              |                                                      |              | 266,336 
|                                               |                                               | Deferred compensation expense                                                           |                                                      |              | (36,437 
|                                               |                                               | Accumulated deficit                                                                     |                                                      |              | (251,014
|                                               |                                               | Accumulated other comprehensive income                                                  |                                                      |              | 13,674  
|                                               |                                               |                                                                                         |                                                      |              |         
|                                               |                                               |                                                                                         | Total shareholders' equity (deficit)                 |              |         
|                                               |                                               |                                                                                         | Total liabilities and shareholders' equity (deficit) |              | E       
|                                               |                                               |                                                                                         |                                                      |              |         

See
accompanying notes to combined and consolidated financial statements.

F2

---

TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)        Combined and Consolidated Statements of Operations  (euros in thousands, except per share amounts)

|                                                          |                                        | Predecessor
Group             |         | Trader.com N.V. |       
|--------------------------------------------------------- | -------------------------------------- | ----------------------------- | ------- | --------------- | ------
|
|
|
|Revenue                                                   |                                        | E                             | 228,011 |                 | E     
|Operating costs and expenses:                             |                                        |                               |         |                 |       
|                                                          | Cost of revenues                       |                               |         | 111,388         |       
|                                                          | Selling, general and administrative:   |                               |         |                 |       
|                                                          |                                        | Other                         |         |                 | 56,547
|                                                          |                                        | Non-cash compensation expense |         |                 | 3,849 
|                                                          |                                        |                               |         |                 |       
|                                                          |                                        |                               | 60,396  |                 |       
|                                                          | Depreciation and amortization          |                               |         | 18,269          |       
|                                                          | Write-down of impaired assets          |                               |         | 1,993           |       
|                                                          |                                        |                               |         |                 |       
|                                                          |                                        |                               | 192,046 |                 |       
|                                                          |                                        |                               |         |                 |       
|Operating profit (loss)                                   |                                        |                               | 35,965  |                 |       
|Other (income) expense:                                   |                                        |                               |         |                 |       
|                                                          | Interest and financing fees            |                               |         | 17,031          |       
|                                                          | Foreign exchange (gain) loss and other |                               |         | 3,302           |       
|                                                          |                                        |                               |         |                 |       
|                                                          |                                        |                               | 20,333  |                 |       
|Earnings (loss) before income taxes and minority interest |                                        |                               | 15,632  |                 |       
|Income tax provision, net                                 |                                        |                               | 18,206  |                 |       
|                                                          |                                        |                               |         |                 |       
|Loss before minority interest                             |                                        |                               | (2,574  | )               |       
|Minority interest                                         |                                        |                               | 3,289   |                 |       
|                                                          |                                        |                               |         |                 |       
|Net loss                                                  |                                        | E                             | (5,863  | )               | E     
|Dividend-in-kind on Redeemable Preferred Shares           |                                        |                               |        |                 |       
|Deemed dividend on Convertible Preferred Shares           |                                        |                               |        |                 |       
|                                                          |                                        |                               |         |                 |       
|Net loss available to common shareholders                 |                                        | E                             | (5,863  | )               | E     
|                                                          |                                        |                               |         |                 |       
|Basic and diluted net loss per common share               |                                        |                               |         |                 | E     
|                                                          |                                        |                               |         |                 |       

See accompanying notes to combined and consolidated financial statements.

F3

---



TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)    Combined and Consolidated Statements of Shareholders' Equity (Deficit)  (euros in thousands)

|PREDECESSOR GROUP
COMBINED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) |  | Capital Stock
Hebdo Mag Inc |        | Capital Stock
Hebdo Mag
International
S.A.R.L. |   | Capital Stock
Hebdo Mag
Argentine
Holding S.r.l. |  | Capital Stock
Hebdo Mag
Australia
Holding Pty Ltd |   | Capital Stock
Hebdo Spain,
S.L. |   | Capital
Stock
Total |  | Additional
Paid-in
Capital |        | Accumulated
Deficit |   | Other
Elements of
Comprehensive
Income |  | Subtotal
Comprehensive
Income |        | Total
Shareholders'
Equity (Deficit) |  
|---------------------------------------------------------------------- |  | --------------------------- | ------ | ---------------------------------------------- | - | ------------------------------------------------ |  | ------------------------------------------------- | - | ------------------------------- | - | ------------------- |  | -------------------------- | ------ | ------------------- | - | -------------------------------------- |  | ----------------------------- | ------ | ------------------------------------ | -
|As of December 31, 1997(1)                                             |  | E                           | 14,570 |                                                | E | 7                                                |  | E                                                 | 5 |                                 | E |                    |  | E                          |       |                     | E | 14,532                                 |  | E                             |       |                                      | E
|Common Shares issued                                                   |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   | 6,971               |  |                            | 14,013 |                     |   | 20,964                                 |  |                               |       |                                      |  
|Preferred Shares issued                                                |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   | 2,532               |  |                            |       |                     |   | 2,532                                  |  |                               |       |                                      |  
|Contributed surplus received                                           |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   |                    |  |                            |       |                     |   |                                       |  |                               | 11,885 |                                      |  
|Net loss for 348 days ended December 14,1998                           |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   |                    |  |                            |       |                     |   |                                       |  |                               |       |                                      |  
|Foreign currency translation adjustment                                |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   |                    |  |                            |       |                     |   |                                       |  |                               |       |                                      |  
|                                                                       |  |                             |        |                                                |   |                                                  |  |                                                   |   |                                 |   |                     |  |                            |        |                     |   |                                        |  |                               |        |                                      |  
|Comprehensive loss for the 348 days ended December 14, 1998            |  |                             |       |                                                |   |                                                 |  |                                                   |  |                                 |   |                    |  |                            |       |                     |   |                                       |  |                               |       |                                      |  
|                                                                       |  |                             |        |                                                |   |                                                  |  |                                                   |   |                                 |   |                     |  |                            |        |                     |   |                                        |  |                               |        |                                      |  
|As of December 14, 1998(1)                                             |  | E                           | 14,570 |                                                | E | 7                                                |  | E                                                 | 5 |                                 | E | 9,503               |  | E                          | 14,013 |                     | E | 38,098                                 |  | E                             | 11,885 |                                      | E
|                                                                       |  |                             |        |                                                |   |                                                  |  |                                                   |   |                                 |   |                     |  |                            |        |                     |   |                                        |  |                               |        |                                      |  

|TRADER.COM N.V.
COMBINED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)                                    |  | Share Capital
Trader.com N.V. |       | Additional
Paid-in
Capital |   | Accumulated
Deficit |   | Deferred
Compensation
Expense |          | Other
Elements of
Comprehensive
Income |   | Subtotal
Comprehensive
Income |   | Total
Shareholders'
Equity (Deficit) |       
|------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ----- | -------------------------- | - | ------------------- | - | ----------------------------- | -------- | -------------------------------------- | - | ----------------------------- | - | ------------------------------------ | ------
|Class B1 Common Shares issued                                                                           |  | E                             | 2,012 |                            | E |                    |   | E                             |         |                                        | E |                              |   | E                                    |      
|Class B2 Common Shares issued                                                                           |  |                               | 826   |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      |      
|Additional paid-in capital and contributed surplus received, net of dividends paid by combined entities |  |                               |      |                            |   | 152,688             |   |                               |         |                                        |   |                              |   |                                      |      
|Distribution to Controlling Shareholders (note 2)                                                       |  |                               |      |                            |   | (132,831            | ) |                               |         |                                        |   |                              |   |                                      |      
|Net loss for the 17 days ended December 31, 1998                                                        |  |                               |      |                            |   |                    |   |                               | (3,680   | )                                      |   |                              |   |                                      |      
|Foreign currency translation adjustment                                                                 |  |                               |      |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      | 4,049 
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|Comprehensive income for the 17 days ended December 31, 1998                                            |  |                               |      |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      |      
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|As of December 31, 1998(1)                                                                              |  | E                             | 2,838 |                            | E | 19,857              |   | E                             | (3,680   | )                                      | E |                              |   | E                                    | 4,049 
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|Class A Common Shares issued                                                                            |  | E                             | 2     |                            | E | 884                 |   | E                             |         |                                        | E |                              |   | E                                    |      
|Convertible Preferred Shares issued                                                                     |  |                               |      |                            |   | 28,711              |   |                               |         |                                        |   |                              |   |                                      |      
|Conversion of par value from NLG to Euro                                                                |  |                               | 1,290 |                            |   | (1,290              | ) |                               |         |                                        |   |                              |   |                                      |      
|Net loss for the year ended December 31, 1999                                                           |  |                               |      |                            |   |                    |   |                               | (72,095  | )                                      |   |                              |   |                                      |      
|Foreign currency translation adjustment                                                                 |  |                               |      |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      | 9,625 
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|Comprehensive loss for the year ended December 31, 1999                                                 |  |                               |      |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      |      
|Deferred compensation expense                                                                           |  |                               |      |                            |   | 51,041              |   |                               |         |                                        |   | (36,437                       | ) |                                      |      
|Deemed dividend on Convertible Preferred Shares                                                         |  |                               |      |                            |   | 175,239             |   |                               | (175,239 | )                                      |   |                              |   |                                      |      
|Dividends paid by combined entities                                                                     |  |                               |      |                            |   | (8,106              | ) |                               |         |                                        |   |                              |   |                                      |      
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|As of December 31, 1999                                                                                 |  | E                             | 4,130 |                            | E | 266,336             |   | E                             | (251,014 | )                                      | E | (36,437                       | ) | E                                    | 13,674
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|Less : Contribution of combined entities (see note 3a)                                                  |  |                               |      |                            |   | (211                | ) |                               | (9,016   | )                                      |   |                              |   |                                      |      
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|As of December 31, 1999, on a consolidated basis                                                        |  | E                             | 4,130 |                            | E | 266,125             |   | E                             | (260,030 | )                                      | E | (36,437                       | ) | E                                    | 13,674
|                                                                                                        |  |                               |       |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       

---

See accompanying notes to combined and consolidated financial statements.

F4

---



TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)    Combined and Consolidated Statements of Shareholders' Equity (Deficit)  (euros in thousands)

|TRADER.COM N.V.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) |  | Share Capital
Trader.com N.V. |         | Additional
Paid-in
Capital |   | Accumulated
Deficit |   | Deferred
Compensation
Expense |          | Other
Elements of
Comprehensive
Income |   | Subtotal
Comprehensive
Income |   | Total
Shareholders'
Equity (Deficit) |       
|------------------------------------------------------------------------ |  | ----------------------------- | ------- | -------------------------- | - | ------------------- | - | ----------------------------- | -------- | -------------------------------------- | - | ----------------------------- | - | ------------------------------------ | ------
|As per January 1, 2000 (see note 3a)                                     |  | E                             | 4,130   |                            | E | 266,125             |   | E                             | (260,030 | )                                      | E | (36,437                       | ) | E                                    | 13,674
|Change in nominal value of Class A and B Shares                          |  |                               | 94,984  |                            |   | (94,984             | ) |                               |         |                                        |   |                              |   |                                      |      
|Preferred Shares issued                                                  |  |                               |        |                            |   | 20,625              |   |                               |         |                                        |   |                              |   |                                      |      
|Deemed dividend on Convertible Preferred Shares                          |  |                               |        |                            |   | 148,735             |   |                               | (148,735 | )                                      |   |                              |   |                                      |      
|Conversion of Convertible Preferred into Common Shares                   |  |                               | 2,352   |                            |   | (2,352              | ) |                               |         |                                        |   |                              |   |                                      |      
|Conversion of Redeemable Preferred into Common Shares                    |  |                               | 94      |                            |   | 17,023              |   |                               |         |                                        |   |                              |   |                                      |      
|Payment-in-kind dividend on Redeemable Shares                            |  |                               |        |                            |   | (3,461              | ) |                               |         |                                        |   |                              |   |                                      |      
|Other issuances of Class A Common Shares                                 |  |                               | 3,852   |                            |   | 630,342             |   |                               |         |                                        |   |                              |   |                                      |      
|Deemed dividend to Controlling Shareholders                              |  |                               |        |                            |   | (92,794             | ) |                               |         |                                        |   |                              |   |                                      |      
|Deferred compensation expense                                            |  |                               |        |                            |   | 71,078              |   |                               |         |                                        |   | 8,219                         |   |                                      |      
|Net loss for the year ended December 31, 2000                            |  |                               |        |                            |   |                    |   |                               | (172,133 | )                                      |   |                              |   |                                      |      
|Foreign currency translation adjustment                                  |  |                               |        |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      | (5,282
|Comprehensive loss for the year ended December 31, 2000                  |  |                               |        |                            |   |                    |   |                               |         |                                        |   |                              |   |                                      |      
|                                                                         |  |                               |         |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       
|As of December 31, 2000                                                  |  | E                             | 105,412 |                            | E | 960,337             |   | E                             | (580,898 | )                                      | E | (28,218                       | ) | E                                    | 8,392 
|                                                                         |  |                               |         |                            |   |                     |   |                               |          |                                        |   |                               |   |                                      |       

See accompanying notes to combined and consolidated financial statements.

F5

---



TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)        Combined and Consolidated Statements of Cash Flows  (euros in thousands)

|                                                    |                                                                                                | Predecessor
Group                                                            |        | Trader.com N.V. |         
|--------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------ | --------------- | --------
|
|
|
|Operating activities:                               |                                                                                                |                                                                              |        |                 |         
|                                                    | Net loss                                                                                       |                                                                              | E      | (5,863          | )       
|                                                    | Adjustments to reconcile net loss to net cash flow provided by (used in) operating activities: |                                                                              |        |                 |         
|                                                    |                                                                                                | Minority interest                                                            |        |                 | 3,289   
|                                                    |                                                                                                | Amortization, deferred financing fees                                        |        |                 |        
|                                                    |                                                                                                | Amortization, all other                                                      |        |                 | 13,139  
|                                                    |                                                                                                | Depreciation                                                                 |        |                 | 5,130   
|                                                    |                                                                                                | Provision for doubtful accounts                                              |        |                 | 2,475   
|                                                    |                                                                                                | Unrealized foreign exchange (gain) loss                                      |        |                 | 3,475   
|                                                    |                                                                                                | Deferred income taxes                                                        |        |                 | 6,510   
|                                                    |                                                                                                | Losses on disposals and write-down of impaired assets                        |        |                 | 5,737   
|                                                    |                                                                                                | Non-cash compensation expense(2)                                             |        |                 | 3,849   
|                                                    |                                                                                                | Non-cash interest                                                            |        |                 | 995     
|                                                    |                                                                                                | Gain on unwind of swaps                                                      |        |                 |        
|                                                    |                                                                                                | Net change in working capital balances related to operations (note 21)       |        |                 | (3,926  
|                                                    |                                                                                                |                                                                              |        |                 |         
|                                                    |                                                                                                | Net cash provided by (used in) operating activities                          |        |                 | 34,810  
|                                                    |                                                                                                |                                                                              |        |                 |         
|Investing activities:                               |                                                                                                |                                                                              |        |                 |         
|                                                    |                                                                                                | Cash paid for investments                                                    |        |                 | (940    
|                                                    |                                                                                                | Cash received from investments                                               |        |                 |        
|                                                    |                                                                                                | Cash paid for property, plant and equipment                                  |        |                 | (7,341  
|                                                    |                                                                                                | Cash received from disposal of property, plant and equipment                 |        |                 | 561     
|                                                    |                                                                                                | Cash paid for minority interest                                              |        |                 | (13,089 
|                                                    |                                                                                                | Cash paid for acquisition costs                                              |        |                 | (1,458  
|                                                    |                                                                                                | Cash paid for acquisitions, net of cash acquired                             |        |                 | (53,283 
|                                                    |                                                                                                |                                                                              |        |                 |         
|                                                    |                                                                                                | Cash used in investing activities                                            |        |                 | (75,550 
|                                                    |                                                                                                |                                                                              |        |                 |         
|Financing activities:                               |                                                                                                |                                                                              |        |                 |         
|                                                    |                                                                                                | Increase (decrease) in bank overdraft balances                               |        |                 | 209     
|                                                    |                                                                                                | Cash received from unwind of swaps                                           |        |                 |        
|                                                    |                                                                                                | Cash received from borrowings                                                |        |                 | 170,506 
|                                                    |                                                                                                | Cash payments on borrowings                                                  |        |                 | (136,638
|                                                    |                                                                                                | Cash repayment on due to shareholders                                        |        |                 |        
|                                                    |                                                                                                | Cash paid for financing costs                                                |        |                 |        
|                                                    |                                                                                                | Cash received from redeemable preferred and capital shares issued            |        |                 |        
|                                                    |                                                                                                | Deemed dividend to Controlling Shareholders                                  |        |                 |        
|                                                    |                                                                                                | Dividends paid to shareholders of combined entities and to minority interest |        |                 |        
|                                                    |                                                                                                | Shares issued for cash by combined entities incorporated during the year     |        |                 | 23,516  
|                                                    |                                                                                                |                                                                              |        |                 |         
|                                                    |                                                                                                | Cash provided by financing activities                                        |        |                 | 57,593  
|                                                    |                                                                                                |                                                                              |        |                 |         
|Effect of exchange rate changes on cash             |                                                                                                |                                                                              | (63    | )               |         
|Increase (decrease) in cash                         |                                                                                                |                                                                              | 16,790 |                 |         
|                                                    |                                                                                                |                                                                              |        |                 |         
|Cash and cash equivalents at beginning of period(3) |                                                                                                |                                                                              | 10,567 |                 |         
|Cash and cash equivalents at end of period          |                                                                                                | E                                                                            | 27,357 |                 | E       
|                                                    |                                                                                                |                                                                              |        |                 |         

---

See accompanying notes to combined and consolidated financial statements.

F6

---



TRADER.COM N.V.  (AND ITS PREDECESSOR GROUP)    Notes to Combined and Consolidated Financial Statements  (euros and other currencies in thousands, except share and per share amounts)

1.  Description of Business:

Trader.com N.V. ("Trader.com" or the "Company") was incorporated in The Netherlands on November 19, 1998 and started its operations on
December 15, 1998. On December 15, 1998, Trader.com acquired Hebdo Mag Company (formerly Hebdo Mag Inc. and Hebdo Mag International Inc.) as well as Hebdo Mag International S.A.R.L.,
Hebdo Mag Argentine Holding S.r.l., Hebdo Mag Australia Holdings Pty Ltd., Hebdo Spain, S.L., and their respective subsidiaries.

Hebdo
Mag Company was incorporated in Canada, Hebdo Mag International S.A.R.L. was incorporated in France, Hebdo Mag Argentine Holding S.r.l. was incorporated in Argentina, Hebdo Mag
Australia Holdings Pty Ltd. was incorporated in Australia and Hebdo Spain, S.L. was incorporated in Spain. In 1997 and 1998, prior to their acquisition by Trader.com, these companies (herein referred
to as the "Predecessor Group") were indirect subsidiaries of Cendant (the "Predecessor Group's Parent").

For
the year ended December 31, 2000, the term "Group" refers to Trader.com and its subsidiaries. For the year ended December 31, 1999, and for the seventeen-day period
ended December 31, 1998, the term "Group" refers to Trader.com, its subsidiaries and entities under common control. For the prior periods, the term "Group" refers to the Predecessor Group. The
Group is now doing business under the name of Trader.com.

The
Group is a global leader in classified advertising and owns leading publications and web sites in major metropolitan and regional markets in Asia, Australia, Europe and North and
South America.

The
Group's major publications and web sites include:La Centraleand lacentrale.fr web site in Paris, France; Canada Computer Paper, Auto Traderand Hebdo.net
and Canada.trader.com websites across
Canada;The Trader Paper, The Trader's Postand various web sites in Indianapolis, Indiana and Nashville, Tennessee;Expresszand expressz.hu web site in
Budapest, Hungary;Gula Tidningenand gulatidningen.se web site in Stockholm, Sweden; Secondamanoand secondamano.it web site in Milan and other cities
throughout northern Italy;Via Viaand
viavia.nl web site in Amsterdam the Netherlands;De Partikulierin Rotterdam;Iz Ruk v Rukiand
izrukvruki.ru web site in Moscow and major cities across Russia;Car News/Car Buysin Taipei, Taiwan;Segundamanoand segundamano.com web site in
Argentina;The Melbourne Trading Post, The Personal Trading Postand trading-post.com.au web
site in Australia andSegundamanoand segundamano.es web site in Spain.

On
April 5, 2000, Trader.com completed an Initial Public Offering ("IPO") during which 13,000,000 Class A Common shares were sold to the public at an IPO price of
E 30.00. Deducted from the gross proceeds were amounts incurred for underwriting, legal and accounting fees, printing costs and other expenses related to the completion
of the offering totaling E 37,663.

2.  Founding and initial growth:

In 1987, Louise T. Blouin and John H. MacBain founded the Predecessor Group, the Hebdo Mag companies, in Canada. In 1989, Hebdo Mag sold a 50%
interest to TorStar Corporation, a Canadian public company. From 1990 to 1996, the Predecessor Group acquired classified advertising businesses in France, Sweden, Hungary and the United States. In
December 1996, the Predecessor Group acquired a classified advertising business in Italy, which included a 51% interest in a classified advertising business in Russia.

F7

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In October 1997, Ms. Blouin, Mr. MacBain and TorStar sold the Predecessor Group to CUC International, Inc., a predecessor of
Cendant Corporation, a public company listed on the New York Stock Exchange ("NYSE"), in a share-for-share transaction. Cendant assumed the Predecessor Group's then outstanding indebtedness of
approximately E 171,400 and paid consideration consisting of preferred shares of its subsidiary Getting to Know You of Canada Ltd, a Canadian company,
exchangeable for 14,202,924 shares of Cendant common stock. The number of shares of Cendant common stock was based upon the application of a formula resulting in $28.95 per share of Cendant
common stock, or E 352,300 ($411,100) in the aggregate. On October 2, 1997, the date the transaction was completed, Cendant's common stock closed at $31.68 per
share on the NYSE.

In
exchange for their interests in the Predecessor Group, Ms. Blouin and Mr. MacBain received an aggregate of 284,858,022 preferred shares of Cendant's Canadian
subsidiary. These shares were exchangeable for 7,101,462 shares of Cendant common stock at a fixed exchange rate of 0.02492983 of a Cendant share for each preferred share, effectively making
the value of the preferred shares dependent upon the market value of Cendant's common stock.

Cendant
accounted for the transaction as a pooling of interests and, accordingly, the Predecessor Group's financial statements for the 348-day period ended December 14, 1998
continue to reflect the assets and liabilities of the Predecessor Group at their historical book value. After this acquisition, Ms. Blouin and Mr. MacBain continued to manage the
Predecessor Group's business as co-chief executive officers pursuant to new employment agreements.



Under Ms. Blouin and Mr. MacBain's continued management of the Predecessor Group, Cendant acquired classified advertising businesses in Argentina
in December 1997, Spain in March 1998 and Australia in January and June 1998. The assets and liabilities of these businesses were recorded at the dates of their
acquisitions at fair value in the Predecessor Group's financial statements, and the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities
assumed is reflected as goodwill.



In August 1998, Cendant's chief executive officer announced that Cendant would seek to sell assets. In August 1998 (later amended in
October 1998), Ms. Blouin and Mr. MacBain negotiated definitive acquisition agreements to repurchase the Predecessor Group from Cendant. These agreements contemplated the sale of
the Cendant subsidiary preferred shares owned by Ms. Blouin and Mr. MacBain to another subsidiary of Cendant with the proceeds to be used as part of the purchase price for the repurchase
of the Predecessor Group. At the time of signing, entities controlled by Ms. Blouin and Mr. MacBain paid an aggregate of E 4,713 ($5,500) in deposits.

In
October 1998, Ms. Blouin and Mr. MacBain negotiated mezzanine and equity financing with Compagnie Générale d'Industrie et de
Participations ("CGIP"), a French company. In December 1998, senior debt financing with DLJ Capital Funding was negotiated. On December 15, 1998, Trader.com, Ms. Blouin,
Mr. MacBain and CGIP completed a series of transactions that resulted in the acquisition of the Predecessor Group from Cendant for cash, including the proceeds of the sale of the Cendant
subsidiary preferred shares.

As
a result of these transactions, Cendant received approximately E 436,617 consisting of:



F8

---



In
addition, Ms. Blouin and Mr. MacBain agreed to terminate their employment agreements and related incentive agreements and provided Cendant with a general release,
including a release from potential claims relating to representations made by CUC International in its 1997 acquisition of the Predecessor Group. As part of the financing for the transaction, CGIP
agreed to purchase a 29% equity interest in Trader.com and the mezzanine notes. These investments were based upon an enterprise value of E 574,200, which is
approximately E 137,583 higher than the cash purchase price paid to Cendant. CGIP was aware of the legal release and of the termination of the employment and incentive
agreements provided by Ms. Blouin and Mr. MacBain to Cendant.

Trader.com
accomplished the purchase of the Predecessor Group from Cendant and the related transactions in the following steps:



Trader.com
accounted for step four, a common control transaction, as follows:



F9

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The
acquisition of HMI BV by Trader.com from Floscule was paid as follows:

Cash

E
90,129Note payable to Floscule


64,273Note receivable from CGIP


104,550Subtotal


258,952Less: Assets in HMI BV acquired by Trader.com from Floscule, comprised of the preferred share proceeds of E123,997 and miscellaneous other assets of E2,124


126,121Premium paid to Controlling Shareholder

E
132,831


The
E 132,831 premium paid to entities controlled by Ms. Blouin and Mr. MacBain was accounted for as a deemed dividend to the shareholder
that holds common control of both companies. Of this E 132,831 amount, E 90,129 was paid in cash.

This
acquisition has been accounted for by the purchase method whereby the excess of the purchase price over the fair value of identifiable tangible assets acquired and liabilities
assumed, was recorded as goodwill and other intangibles. The amounts due to the Predecessor Group's Parent and the Predecessor Group's long-term debt were refinanced; swap agreements were unwound
immediately prior to the acquisition.

The
combined financial statements as of December 31, 1998 include the operating results of the acquired entity subsequent to its date of acquisition.

The
acquisition is summarized as follows:

Total identifiable tangible assets (including cash of E23,723)

E
85,479Total liabilities


364,513Net liabilities assumed


279,034Purchase price, including costs


189,436Goodwill and other intangibles

E
468,470


The
purchase price, including costs, consists of the following items:

Cash paid

E
61,409Preferred share proceeds


123,997Acquisition costs


4,030E
189,436


Goodwill
and other intangibles have been allocated as follows:

Other intangibles:Advertiser base

E
34,053Tradenames


121,715Goodwill


312,702Goodwill and other intangibles

E
468,470


F10

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3.  Significant accounting policies:

(a) Basis
of presentation:

The
Company's financial statements are prepared on a historical cost basis in accordance with accounting principles generally accepted in the United States. The annual statutory
financial statements of Trader.com N.V. (not presented here), which are prepared under Dutch GAAP, are filed with the Chamber of Commerce in Amsterdam. On December 15, 1998, the Company
acquired all the outstanding shares of the Predecessor Group in a business combination accounted for as a purchase described in Note 2. As a result of the acquisition, the combined and
consolidated financial statements for the periods after the acquisition are presented on a different cost basis than that for periods before the acquisition and therefore are not comparable.

The
financial results for 1999 and prior periods were prepared on a combined basis and reflect the consolidated results of the Group combined with the consolidated results of Pronto
Moscow L.L.C. and its subsidiaries (the "Russian Entities"). The financial results for 2000 are the consolidated results of Trader.com N.V. and reflect the acquisition of the Russian
Entities by Trader.com N.V. effective January 1, 2000 (see footnote 6 "Acquisitions from Controlling Shareholders"). The Russian Entities were 71% owned by Mirabridge
International B.V. ("Mirabridge"), which as of December 31, 1999 was indirectly owned by Louise T. Blouin, John H. MacBain and Eric Teyssonnière de Gramont
(the "Controlling Shareholders").

The
1999 and prior year combined financial statements have been accounted for "as if" a pooling of interest had occurred for the periods that the companies were under "common
control". Because the business combinations are among companies under common control, they have been combined based upon their book values and historical results of operations that have been
established as a result of the step acquisitions by Mirabridge.

Upon
the Company's acquisition of Mirabridge, completed on February 18, 2000 and effective January 1, 2000, and subsequent to Mirabridge's acquisition of a further 17%
of the Russian Entities, consideration the Company paid to the Controlling Shareholders, in excess of the book values of the Russian Entities in the books of Mirabridge, was accounted for as a
reduction of shareholders' equity. Consideration paid to acquire the 17% minority interest was treated as a step acquisition and recorded at fair value.

Included
in the Company's 1999 combined financial statements were E 9,227 of equity related to the Russian Entities as of December 31, 1999. As
Trader.com N.V. acquired the Russian Entities effective
January 1, 2000, the beginning consolidated retained earnings and additional paid-in capital for Trader.com N.V. in 2000 do not include the E 9,227 of equity
related to the Russian Entities. This is the primary difference between the Company's 1999 combined financial statements and 2000 consolidated financial statements.

The
consolidated financial statements include the accounts of the Company and that of subsidiaries more than 50% owned. All significant intercompany accounts and transactions have
been eliminated. Investments in affiliated companies over which the Company has a significant influence or ownership of more than 20% but less than or equal to 50% are accounted for under the equity
method. Investments of 20% or less are accounted for under the cost method. At December 31, 1999 and 2000, equity method investments were not material to the Group's consolidated financial
statements.

(b) Cash
and cash equivalents:

Cash
and cash equivalents are defined as cash available in bank accounts and highly liquid instruments with an initial term of less than three months.

(c) Restricted
Cash

In
February 2000, E 986 of cash was deposited, in the form of a certificate of deposit, as required by Company's bank pursuant to the bank's
issuance of a letter of credit for the corporate facility the

F11

---

Company leases in Paris, France. The certificate of deposit will mature on March 2003 and is included in other non current assets. The fair market value of restricted cash approximates book
value.

(d) Foreign
currency translation:

The
accompanying financial statements have been restated from the U.S. dollar to the euro, which is the Group's reporting currency, as of January 1, 1999. The financial
statements have been recast in accordance with Emerging Issues Task Force ("EITF") D-71 "Accounting Issues Relating to the Introduction of the European Economic and Monetary
Union (EMU)". Balances prior to January 1, 1999, have been recast using the exchange rate between the euro and the U.S. dollar of E 1.00
to $1.1669 as of January 1, 1999. Comparative financial statements depict the same trends as would have been presented if the Group had continued to present the financial statements in U.S.
dollars. However, the financial statements for periods prior to January 1, 1999 will not be comparable to the financial statements of other companies that report in euros and that restated
amounts from a currency different from the U.S. dollar.

Except
for the Russian Entities and the Group's operations in Turkey, entities other than those located in the EMU use their local currency as their functional currency. The financial
statements of the entities are translated into euros, the reporting currency of Trader.com, using the year-end exchange rate for balance sheet items and the weighted average exchange rate for items in
the statements of operations. Gains and losses arising from the translation are reported separately in the cumulative translation adjustment account as part of other comprehensive income.

Financial
statements of the Russian Entities and of the Group's operations in Turkey have been translated into euros, which is the reporting currency in accordance with the relevant
provisions of Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation", as applied to entities in highly
inflationary economies. Accordingly, capital and non-monetary assets and liabilities are translated at historical exchange rates while monetary assets and liabilities are translated at exchange rates
prevailing at balance sheet dates. Income statement accounts are translated at the average exchange rate for the year. All foreign exchange adjustments resulting from the translation of the financial
statements into euros are included in the determination of net income (loss).

(e) Property,
plant and equipment:

Property,
plant and equipment are recorded at cost. Depreciation is computed for financial reporting purposes by use of the straight-line method over the estimated useful lives as
follows:

Asset

Estimated Useful LivesBuildings

25-50 yearsOffice furniture, computers and equipment

3-10 yearsSoftware

1-5 yearsPrinting presses and related equipment

3-15 yearsLeasehold improvements

2-20 years


Assets
held under capital leases and leasehold improvements are amortized over the shorter of the term of the related lease or the useful life of the asset.

Gains
or losses on the sale of property, plant and equipment are recognized in the period of disposal of the asset. Betterments which extend the useful lives of assets are
capitalized. Repairs and maintenance are expensed as incurred.

(f)  Goodwill
and other intangibles:

Goodwill,
which represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed, is amortized on a straight-line basis over the
expected periods to be benefited, which is 5 years for acquisitions of online businesses and between 10 and 20 years for print and related publishing acquisitions.

F12

---

Other intangibles, substantially all of which resulted from acquisitions, include tradenames and advertiser base. Purchase price amounts allocated to these other intangibles, and
their related amortization periods, are determined by the Company. Tradenames and the advertiser base are amortized over their estimated useful lives which are between 10 and 20 years for tradenames
and 6 and 12 years for the advertiser base.

(g) Impairment
of long-lived assets and long-lived assets to be disposed of:

Under
the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset to be held and used may not be
recoverable. Impairment is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.

Subsequent
to its acquisitions, the Group reviews intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be
recoverable. Trader.com periodically evaluates the periods of amortization to determine whether events and circumstances warrant revised estimates of useful lives. If any estimate indicates that an
impairment exists, such impairment is measured using an estimate of the related discounted cash flows using a discount rate reflecting the Group's average cost of funds. To the extent that a
recoverability test is performed on assets acquired in a purchase business combination, an allocation of a portion of goodwill is made to the assets being tested on a pro rata basis using the relative
fair values of the assets at acquisition date.

(h) Other
assets:

Other
non current assets consist of investments, deferred acquisition and financing fees, amounts receivable under cross-currency swap agreements and other assets.

The
Group defers those acquisition costs which qualify for capitalization as part of the purchase price of targeted acquisitions. Such costs consist principally of advisory services,
such as accounting, legal and consulting fees. The typical time frame over which the costs of targeted acquisitions are capitalized ranges between eight and twelve months. Costs for acquisitions which
are no longer being actively pursued are written-off in full in the period in which management determines the acquisition is no longer feasible and in no circumstances would such costs remain on the
balance sheet for a period in excess of one year.

Fees
related to debt financing agreements are deferred and amortized over the term of the financing agreement. When a financing agreement is replaced by a new financing agreement, a
portion of the previously capitalized financing fees are written-off in accordance with EITF No. 98-14, "Debtors Accounting for Changes in Line-of-Credit or Revolving
Debt Arrangements".

(i)  Revenue
recognition:

The
Group's primary source of revenue is the sale of advertising space in its publications. Private and professional classified ads and display ads are published on a daily, weekly
and monthly basis for which revenues are recognized at the time the advertisement is published. Revenues related to advertisements appearing on multiple occasions in excess of one month are deferred
and recognized during the period when the advertisement is run.

Circulation
revenues, net of returns, are recognized on a weekly basis at the time the publications are sold through to the customer. Circulation revenues are earned mainly through
distributors. Sales are also made directly to the consumer.

F13

---

Service revenues include commissions earned for selling products and services for third parties. The commissions are a percentage of the value of the products or services and are
recognized as earned at the date the products are sold or on a monthly basis for commissions earned on insurance sold. Services and products include financing services on automobiles and boats,
insurance and warranties.

Online
revenues are derived primarily from classified ads and display ads, including professional ads, consumer ads and banners which are deferred and recognized during the period
when the advertisement is run. Other types of revenue include (1) revenues derived from success fees calculated as a percentage of the sales value which are recognized at the time the
transaction is finalized and successfully concluded (2) membership fees for access to services provided through the Company's websites including online auctions which are recognized over the
period of usage and (3) revenues related to the research, design, development and operation of websites which are recognized during the period when the services are rendered. Online revenues
include revenues on products sold solely on websites, and revenues for contracts providing both print and online advertisements for which an allocation of revenues attributable to online revenues has
been made by management based upon internal pricing assumptions.

(j)  Website
development costs:

The
Group recognizes website development costs in accordance with EITF No. 00-02, "Accounting for Website Development Costs." As
such, the Group expenses all costs incurred that relate to the planning and post implementation phases of development of its websites. Direct costs incurred in the development phase are capitalized
and recognized over the product's estimated useful life. Costs associated with repair and maintenance for the website are included in operating costs and expenses in the combined and consolidated
statement of operations.

Costs
to centrally develop internet websites are being amortized over the expected useful lives of one to three years. Centrally capitalized website development costs at
December 31, 1999 and 2000 were E 4,319 and E 9,896 with related amortization expense of E 0 and
E 5,891, respectively. Preliminary project stage costs of E 2,206 and E 7,401 were expensed centrally
during 1999 and 2000, respectively. As discussed in note 16, the Group recorded an additional charge of E 13,679 in 2000 for the write-down of impaired assets
related to capitalized software development costs. No costs were capitalized prior to 1999.

(k) Advertising
expenses:

The
Group expenses advertising costs as incurred in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position 93-7,
"Reporting for Advertising Costs". Advertising expenses are included in selling, general and administrative expenses in the statements of operations.
Advertising expenses amounted to E 3,803 for the three hundred and forty-eight-day period ended December 14, 1998, 187 for the seventeen day period ended
December 31, 1998 and E 6,861 and E 16,787 for the years ended December 31, 1999 and 2000, respectively.

(l)  Share-based
compensation:

Certain
employees of the Company are eligible for share options and, previously, share appreciation rights ("SARs") . The Company accounts for such share-based compensation in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB Opinion No. 25") and related
interpretations. Compensation expense is recorded for SARs each accounting period based upon the achievement of certain performance criteria. For share options, compensation expense is recorded only
if, on the date of the grant, the fair value of the underlying share exceeds the option exercise price. The Company adopted the disclosure-only requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation", which allows entities to continue to apply the provisions of APB Opinion No. 25 for transactions with
employees and provide

F14

---

pro forma net income and pro forma earnings per share disclosures for employee shares as if the fair-value-based method of accounting in SFAS No. 123 had been applied to these transactions.

However,
as all stock based plans, except for the French Option Plan and the 2000 Option Plan, which are discussed in note 14, are deemed to be compensatory, and compensation
expense has been accrued for all stock based option plans, no pro forma compensation expense is required. For non-employees, compensation expense has been calculated and recorded using the
fair-value-based method of accounting in accordance with SFAS No. 123.

Concurrent
with the Company's IPO in April 2000, the share appreciation rights component of Units granted under the 1998 Equity Incentive Plan automatically became exercisable
options, subject to vesting requirements. The impact of this change on the Company's financial statements was to convert cash-based compensation expense to non-cash compensation expense.

Except
for share options issued to replace terminated SARs, options issued under the 2000 Option Plan have been issued with exercise prices equal to the fair market value of the
Company's shares on grant date. Therefore, no compensation expense related to share options issued at fair market value on grant date has been recorded as of December 31, 2000 in accordance
with APB Opinion No. 25.

(m) Income
taxes:

Under
the provisions of SFAS No. 109, "Accounting for Income Taxes", income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the
period during which the change is enacted.

A
valuation allowance is recorded to reduce a deferred tax asset to that portion which is more likely than not to be realized. Deferred taxes are not provided for the undistributed
earnings of foreign subsidiaries as these earnings are deemed to be permanently reinvested in foreign operations.

(n) Basic
and diluted net earnings (loss) per common share:

The
Company computes basic and diluted net earnings (loss) available per share in accordance with SFAS No. 128, "Computation of Earnings Per
Share" and the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 98 (SAB No. 98). Under the provisions of SFAS No. 128, basic
earnings per share is computed using the weighted average number of common shares outstanding and diluted earnings per share is computed using the weighted average number of common and potentially
dilutive common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the conversion of the convertible preferred shares (using the
if-converted method) and shares issuable upon the exercise of share options and warrants (using the Treasury Stock method); potential common shares are excluded from the calculation if their effect is
anti-dilutive.

Pursuant
to SAB No. 98, common shares issued for nominal consideration, prior to the anticipated effective date of an initial public offering, are required to be included in
both the computation of basic and diluted earnings per share as if they were outstanding for all periods presented while options, warrants, and other potentially dilutive instruments are only included
in the computation of diluted earnings per share. The effect of these nominal issuances is included in the computation of diluted earnings per share whether such effect is dilutive or not.

F15

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(o) Derivative financial instruments:

The
Group uses various derivative financial instruments to reduce its exposure to fluctuations in exchange rates and interest rates. Premiums paid for purchased interest rate caps,
when not included in periodic payments of swaps to which they are related, are deferred and amortized to interest expense over the terms of the caps. Amounts receivable under cap agreements are
accrued as a reduction of interest expense. Interest receivable or payable under interest rate swaps is accrued and included in interest expense.

Amounts
receivable or payable under cross-currency swap agreements designated as hedges are recognized as deferred gains and losses which are included in the balance sheet as either
other assets or other liabilities and recognized in earnings in the same period and in the same financial statement category as the income or expense arising from the corresponding hedged position.
The Group uses hedge accounting as described above with derivative instruments that are designated and that are effective in respect of the hedged risk, most commonly currency and interest rate
exposures. If the derivative instrument no longer meets the criteria for hedge accounting, the derivative is then marked to market and the changes in its fair value are recorded in the income
statement. The ineffective portion of derivative instruments, if any, would be marked to market until redesignated to an effective hedging relationship.

Gains
and losses on the termination of derivative financial instruments that have been accounted for as hedges continue to be deferred and are recognized when the offsetting gain or
loss is recognized on the hedged transaction. Should a hedged relationship be terminated because of early repayment of debt, the derivative instrument is marked to market until it is redesignated to
another hedging relationship with gains and losses thereon recognized in income. The Group does not enter into derivative instruments for speculative purposes.

(p) Fair
value of financial instruments:



The
fair values of the Group's cash and cash equivalents, accounts receivable, other receivables, accounts payable, social and fiscal liabilities, income taxes payable and accrued
liabilities and long-term debt having variable interest rates approximate their carrying values due to their short-term nature or the variable interest rate.



In
respect of derivatives, the Group seeks to reduce its exposure to the risk of non-performance by the counterparty by dealing only with major recognized financial institutions.

(q) Use
of estimates:

Management
of the Group has made a number of estimates and assumptions relating to the reporting of assets and liabilities, including an estimate of the life of the goodwill and other
intangibles and the disclosure of contingent assets and liabilities, among others, to prepare these financial statements in conformity with generally accepted accounting principles in the United
States. Actual results could differ from those estimates.

(r) Recent
accounting pronouncements:

In
June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which had an initial adoption date for calendar year end companies of January 1, 2000. During 1999, the FASB postponed the aformentioned adoption date of SFAS
No. 133 for such calendar year end companies until January 1, 2001. In addition, during 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", which amends certain requirements of SFAS No. 133. These standards

F16

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require that all derivatives financial instruments be recorded on balance sheets at fair value as either assets or liabilities. Changes in the fair value of derivatives will be recorded each period in
earnings or other comprehensive income, depending on whether a derivative is designated and effective as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on
derivative instruments reported in other comprehensive income will be reclassified as earnings in the periods in which earnings are affected by the hedged item. Adoption of these new accounting
standards will result in cumulative after-tax reductions in other comprehensive income of approximately E 1,700 and recognition of derivative liabilities of
approximately E 5,500 at January 1, 2001. Since the impact of SFAS No. 133 after adoption is dependent on future market rates and outstanding derivative
positions, the Company cannot determine the impact that application subsequent to January 1, 2001 will have on its financial position or results of operations.

In
December 1999, the SEC issued SAB No. 101, "Revenue Recognition in Financial Statements", as amended. SAB No.101
summarizes certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. The Company has applied the provisions of SAB
No. 101 and the related interpretative guidance in the combined and consolidated financial statements. The adoption of SAB No. 101 had no impact on the Company's financial condition or
results of operations.

In
September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" a replacement of SFAS No. 125. SFAS No. 140 revises the standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures. SFAS No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001 and is effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company is reviewing the impact of SFAS No. 140, but does not expect any material impact to the financial statements from the adoption of this standard.

(s) Reclassifications:

Certain
amounts in prior year financial statements have been reclassified to be consistent with the current year presentation.

4.  Geographic information:

The Group manages its operations based upon geographical segments and analyzes revenues from classified ads, both private and professional, display
advertisements, services, other and online. We began categorizing our print revenues in 2000 to reflect the distinctions between consumer (private) and professional classified ads. As a result,
certain display advertisements revenues for 1999 and 1998 have now been reclassified as classified adsprofessional.

Geographical
operating profit is analyzed by management before certain expenses such as interest, taxes, depreciation, amortization, non-cash compensation expense and write-down of
impaired assets. We have reclassified certain expenses before 2000 to be consistent with the current year presentation.

The
Company considers its products to be classified advertisements, display advertisements and services. The channels through which these products are distributed, which today are
print publications and Internet web sites, do not constitute separate business segments within the meaning of SFAS No. 131, "Disclosures about Segment Information of an
Enterprise and Related Information".

Assets
of the Group are monitored on an entity-wide basis

F17

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(a) Total revenues:Predecessor Group (combined):

Three
hundred and forty eight-day period ended December 14, 1998

|               |                             | Canada |        | USA    |   | France |        | Hungary |        | Italy  |   | Spain  |        | Australia |        | Russia |   | Netherlands |        | Corporate |        | Other Countries |   | Total 
|-------------- | --------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------- | ------ | ------ | - | ------ | ------ | --------- | ------ | ------ | - | ----------- | ------ | --------- | ------ | --------------- | - | ------
|Print          |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               | Classified adsprivate      |        | E      | 5,537  |   | E      | 3,537  |         | E      | 10,350 |   | E      | 3,661  |           | E      | 1,963  |   | E           | 405    |           | E      | 4,050           |   | E     
|               | Classified adsprofessional |        |        | 2,885  |   |        | 657    |         |        | 2,318  |   |        | 5,254  |           |        | 6,127  |   |             | 745    |           |        | 1,461           |   |       
|               | Display                     |        |        | 23,973 |   |        | 6,745  |         |        | 4,305  |   |        | 3,488  |           |        | 6,881  |   |             | 14,564 |           |        | 2,091           |   |       
|               | Circulation                 |        |        | 8,941  |   |        | 4,801  |         |        | 7,831  |   |        | 2,648  |           |        | 10,888 |   |             | 7,641  |           |        | 4,900           |   |       
|               | Other                       |        |        | 978    |   |        | 100    |         |        | 2,558  |   |        | (307   | )         |        | 80     |   |             | 273    |           |        | 21              |   |       
|               | Services                    |        |        |       |   |        |       |         |        | 418    |   |        |       |           |        |       |   |             |       |           |        |                |   |       
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               |                             |        |        | 42,314 |   |        | 15,840 |         |        | 27,780 |   |        | 14,744 |           |        | 25,939 |   |             | 23,628 |           |        | 12,523          |   |       
|Online         |                             |        |       |        |   |       |        |         |       |        |   |       |        |           |       |        |   |            |        |           |       |                 |   |      
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|Total revenues |                             | E      | 42,314 |        | E | 15,840 |        | E       | 27,780 |        | E | 14,744 |        | E         | 25,939 |        | E | 23,628      |        | E         | 12,523 |                 | E | 34,374
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       



Seventeen-day
period ended December 31, 1998

|               |                             | Canada |       | USA   |   | France |     | Hungary |       | Italy |   | Spain |     | Australia |     | Russia |   | Netherlands |       | Corporate |     | Other Countries |   | Total
|-------------- | --------------------------- | ------ | ----- | ----- | - | ------ | --- | ------- | ----- | ----- | - | ----- | --- | --------- | --- | ------ | - | ----------- | ----- | --------- | --- | --------------- | - | -----
|Print          |                             |        |       |       |   |        |     |         |       |       |   |       |     |           |     |        |   |             |       |           |     |                 |   |      
|               | Classified adsprivate      |        | E     | 245   |   | E      | 138 |         | E     | 427   |   | E     | 116 |           | E   | 74     |   | E           | 24    |           | E   | 218             |   | E    
|               | Classified adsprofessional |        |       | 128   |   |        | 26  |         |       | 95    |   |       | 167 |           |     | 226    |   |             | 43    |           |     | 78              |   |      
|               | Display                     |        |       | 1,060 |   |        | 265 |         |       | 177   |   |       | 111 |           |     | 254    |   |             | 843   |           |     | 112             |   |      
|               | Circulation                 |        |       | 367   |   |        | 202 |         |       | 297   |   |       | 101 |           |     | 347    |   |             | 339   |           |     | 232             |   |      
|               | Other                       |        |       | 32    |   |        | (8  | )       |       | 94    |   |       | (10 | )         |     | 22     |   |             | 27    |           |     | 1               |   |      
|               | Services                    |        |       |      |   |        |    |         |       | 21    |   |       |    |           |     |       |   |             |      |           |     |                |   |      
|               |                             |        |       |       |   |        |     |         |       |       |   |       |     |           |     |        |   |             |       |           |     |                 |   |      
|               |                             |        |       | 1,832 |   |        | 623 |         |       | 1,111 |   |       | 485 |           |     | 923    |   |             | 1,276 |           |     | 641             |   |      
|Online         |                             |        |      |       |   |       |     |         |      |       |   |      |     |           |    |        |   |            |       |           |    |                 |   |     
|               |                             |        |       |       |   |        |     |         |       |       |   |       |     |           |     |        |   |             |       |           |     |                 |   |      
|Total revenues |                             | E      | 1,832 |       | E | 623    |     | E       | 1,111 |       | E | 485   |     | E         | 923 |        | E | 1,276       |       | E         | 641 |                 | E | 905  
|               |                             |        |       |       |   |        |     |         |       |       |   |       |     |           |     |        |   |             |       |           |     |                 |   |      

Year ended December 31, 1999

|               |                             | Canada |        | USA    |   | France |        | Hungary |        | Italy  |   | Spain  |        | Australia |        | Russia |   | Netherlands |        | Corporate |        | Other Countries |   | Total 
|-------------- | --------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------- | ------ | ------ | - | ------ | ------ | --------- | ------ | ------ | - | ----------- | ------ | --------- | ------ | --------------- | - | ------
|Print          |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               | Classified adsprivate      |        | E      | 6,692  |   | E      | 5,000  |         | E      | 11,765 |   | E      | 4,441  |           | E      | 2,177  |   | E           | 666    |           | E      | 7,469           |   | E     
|               | Classified adsprofessional |        |        | 3,686  |   |        | 883    |         |        | 4,553  |   |        | 6,322  |           |        | 6,365  |   |             | 1,224  |           |        | 2,066           |   |       
|               | Display                     |        |        | 30,124 |   |        | 9,106  |         |        | 4,303  |   |        | 4,703  |           |        | 7,134  |   |             | 23,704 |           |        | 3,491           |   |       
|               | Circulation                 |        |        | 11,342 |   |        | 5,176  |         |        | 8,520  |   |        | 3,733  |           |        | 10,838 |   |             | 10,407 |           |        | 7,591           |   |       
|               | Other                       |        |        | 1,103  |   |        | 218    |         |        | 2,862  |   |        | (439   | )         |        | 279    |   |             | 569    |           |        | 37              |   |       
|               | Services                    |        |        | 20     |   |        |       |         |        | 1,181  |   |        |       |           |        | 11     |   |             | 45     |           |        | 10              |   |       
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               |                             |        |        | 52,967 |   |        | 20,383 |         |        | 33,184 |   |        | 18,760 |           |        | 26,804 |   |             | 36,615 |           |        | 20,664          |   |       
|Online*        |                             |        | 1,136  |        |   |       |        |         | 659    |        |   | 39     |        |           | 312    |        |   | 275         |        |           | 251    |                 |   |      
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|Total revenues |                             | E      | 54,103 |        | E | 20,383 |        | E       | 33,843 |        | E | 18,799 |        | E         | 27,116 |        | E | 36,890      |        | E         | 20,915 |                 | E | 32,378
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       

---

F18

---



Year
ended December 31, 2000

|               |                             | Canada |        | USA    |   | France |        | Hungary |        | Italy  |   | Spain  |        | Australia |        | Russia |   | Netherlands |        | Corporate |        | Other Countries |   | Total 
|-------------- | --------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------- | ------ | ------ | - | ------ | ------ | --------- | ------ | ------ | - | ----------- | ------ | --------- | ------ | --------------- | - | ------
|Print          |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               | Classified adsprivate      |        | E      | 8,904  |   | E      | 5,047  |         | E      | 11,158 |   | E      | 4,755  |           | E      | 2,342  |   | E           | 755    |           | E      | 8,728           |   | E     
|               | Classified adsprofessional |        |        | 6,384  |   |        | 1,210  |         |        | 7,661  |   |        | 6,553  |           |        | 6,373  |   |             | 1,388  |           |        | 2,248           |   |       
|               | Display                     |        |        | 42,271 |   |        | 10,705 |         |        | 4,227  |   |        | 6,057  |           |        | 7,391  |   |             | 26,883 |           |        | 6,460           |   |       
|               | Circulation                 |        |        | 16,582 |   |        | 5,129  |         |        | 8,276  |   |        | 4,166  |           |        | 9,798  |   |             | 12,096 |           |        | 9,946           |   |       
|               | Other                       |        |        | 4,805  |   |        | 32     |         |        | 4,286  |   |        |       |           |        | 328    |   |             | 1,065  |           |        | 16              |   |       
|               | Services                    |        |        | 24     |   |        |       |         |        | 2,832  |   |        | 14     |           |        |       |   |             | 88     |           |        | 1               |   |       
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|               |                             |        |        | 78,970 |   |        | 22,123 |         |        | 38,440 |   |        | 21,545 |           |        | 26,232 |   |             | 42,275 |           |        | 27,399          |   |       
|Online*        |                             |        | 4,752  |        |   | 978    |        |         | 3,837  |        |   | 1,511  |        |           | 1,176  |        |   | 1,886       |        |           | 1,277  |                 |   | 137   
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       
|Total revenues |                             | E      | 83,722 |        | E | 23,101 |        | E       | 42,277 |        | E | 23,056 |        | E         | 27,408 |        | E | 44,161      |        | E         | 28,676 |                 | E | 51,525
|               |                             |        |        |        |   |        |        |         |        |        |   |        |        |           |        |        |   |             |        |           |        |                 |   |       

---

(b) Other
items:Predecessor Group (combined):

Three
hundred and forty-eight-day period ended December 14, 1998

|                                        |  | Canada |        | USA |   | France |   | Hungary |        | Italy |   | Spain  |   | Australia |        | Russia |   | Netherlands |   | Corporate |        | Other Countries |   | Total 
|--------------------------------------- |  | ------ | ------ | --- | - | ------ | - | ------- | ------ | ----- | - | ------ | - | --------- | ------ | ------ | - | ----------- | - | --------- | ------ | --------------- | - | ------
|Operating profit before certain expense |  | E      | 9,229  |     | E | (434   | ) | E       | 11,768 |       | E | 7,360  |   | E         | 7,115  |        | E | 5,232       |   | E         | 2,680  |                 | E | 16,782
|Interest expense (income)               |  |        | 2,668  |     |   | 2,034  |   |         | 3,065  |       |   | (72    | ) |           | (704   | )      |   | 1,699       |   |           | 758    |                 |   | (2    
|Amortization                            |  |        | 1,652  |     |   | 1,383  |   |         | 1,928  |       |   | 604    |   |           | 1,519  |        |   | 2,481       |   |           | 1,582  |                 |   | 563   
|Depreciation                            |  |        | 1,291  |     |   | 336    |   |         | 362    |       |   | 170    |   |           | 286    |        |   | 499         |   |           | 367    |                 |   | 1,078 
|Income tax expense (benefit)            |  |        | 1,528  |     |   | 586    |   |         | 1,907  |       |   | 1,309  |   |           | 4,622  |        |   | (244        | ) |           | 303    |                 |   | 5,298 
|Total assets                            |  |        | 33,612 |     |   | 28,053 |   |         | 32,580 |       |   | 16,177 |   |           | 44,301 |        |   | 73,196      |   |           | 31,621 |                 |   | 24,957
|Long-lived assets                       |  | E      | 4,009  |     | E | 1,169  |   | E       | 825    |       | E | 1,121  |   | E         | 5,205  |        | E | 1,559       |   | E         | 1,963  |                 | E | 7,632 



Seventeen-day
period ended December 31, 1998

|                                                |  | Canada |         | USA |   | France |   | Hungary |         | Italy |   | Spain  |   | Australia |        | Russia |   | Netherlands |   | Corporate |        | Other Countries |   | Total  |  
|----------------------------------------------- |  | ------ | ------- | --- | - | ------ | - | ------- | ------- | ----- | - | ------ | - | --------- | ------ | ------ | - | ----------- | - | --------- | ------ | --------------- | - | ------ | -
|Operating profit (loss) before certain expenses |  | E      | 276     |     | E | (129   | ) | E       | 431     |       | E | 185    |   | E         | 185    |        | E | 243         |   | E         | 168    |                 | E | 379    |  
|Interest expense (income)                       |  |        | 297     |     |   | 83     |   |         | 153     |       |   | (23    | ) |           | (50    | )      |   | 119         |   |           | 41     |                 |   | (2     | )
|Amortization                                    |  |        | 221     |     |   | 50     |   |         | 273     |       |   | 113    |   |           | 153    |        |   | 126         |   |           | 78     |                 |   | 26     |  
|Depreciation                                    |  |        | 59      |     |   | 11     |   |         | 16      |       |   | 8      |   |           | 14     |        |   | 23          |   |           | 17     |                 |   | 67     |  
|Income tax expense (benefit)                    |  |        | 39      |     |   | 9      |   |         | 43      |       |   | 10     |   |           | 69     |        |   | (3          | ) |           | 4      |                 |   | 92     |  
|Total assets                                    |  |        | 104,429 |     |   | 27,091 |   |         | 119,862 |       |   | 52,767 |   |           | 75,669 |        |   | 68,753      |   |           | 37,103 |                 |   | 16,685 |  
|Long-lived assets                               |  | E      | 3,898   |     | E | 1,154  |   | E       | 809     |       | E | 1,112  |   | E         | 5,179  |        | E | 1,531       |   | E         | 1,950  |                 | E | 7,632  |  

F19

---



Year
ended December 31, 1999

|                                                |  | Canada |         | USA |   | France |  | Hungary |         | Italy |   | Spain  |   | Australia |        | Russia |   | Netherlands |   | Corporate |        | Other Countries |   | Total 
|----------------------------------------------- |  | ------ | ------- | --- | - | ------ |  | ------- | ------- | ----- | - | ------ | - | --------- | ------ | ------ | - | ----------- | - | --------- | ------ | --------------- | - | ------
|Operating profit (loss) before certain expenses |  | E      | 8,255   |     | E | 3,350  |  | E       | 11,896  |       | E | 8,241  |   | E         | 7,029  |        | E | 8,529       |   | E         | 4,891  |                 | E | 17,314
|Interest expense (income)                       |  |        | 4,565   |     |   | 4,552  |  |         | 3,691   |       |   | (406   | ) |           | (1,311 | )      |   | 4,788       |   |           | 1,947  |                 |   | (155  
|Amortization                                    |  |        | 5,558   |     |   | 1,354  |  |         | 6,605   |       |   | 2,386  |   |           | 3,459  |        |   | 3,039       |   |           | 1,967  |                 |   | 558   
|Depreciation                                    |  |        | 1,483   |     |   | 487    |  |         | 434     |       |   | 263    |   |           | 593    |        |   | 708         |   |           | 535    |                 |   | 1,040 
|Income tax expense (benefit)                    |  |        | (2,403  | )   |   | 1,264  |  |         | 1,238   |       |   | 1,097  |   |           | 2,105  |        |   | (1,080      | ) |           | 11     |                 |   | 3,125 
|Total assets                                    |  |        | 158,367 |     |   | 25,694 |  |         | 117,844 |       |   | 45,786 |   |           | 71,307 |        |   | 80,022      |   |           | 47,481 |                 |   | 17,427
|Long-lived assets                               |  | E      | 5,021   |     | E | 1,630  |  | E       | 1,060   |       | E | 1,522  |   | E         | 4,972  |        | E | 1,676       |   | E         | 2,569  |                 | E | 8,174 

---



Year
ended December 31, 2000

|                                                |  | Canada |         | USA |   | France |  | Hungary |         | Italy |   | Spain  |   | Australia |        | Russia |   | Netherlands |   | Corporate |        | Other Countries |   | Total  |  
|----------------------------------------------- |  | ------ | ------- | --- | - | ------ |  | ------- | ------- | ----- | - | ------ | - | --------- | ------ | ------ | - | ----------- | - | --------- | ------ | --------------- | - | ------ | -
|Operating profit (loss) before certain expenses |  | E      | 4,785   |     | E | 2,729  |  | E       | (796    | )     | E | 7,359  |   | E         | 4,968  |        | E | 6,307       |   | E         | 2,063  |                 | E | 21,786 |  
|Interest expense (income)                       |  |        | 7,340   |     |   | 3,355  |  |         | 4,649   |       |   | (613   | ) |           | (1,350 | )      |   | 2,531       |   |           | 995    |                 |   | (312   | )
|Amortization                                    |  |        | 10,165  |     |   | 1,418  |  |         | 7,631   |       |   | 2,306  |   |           | 3,437  |        |   | 4,065       |   |           | 2,677  |                 |   | 3,431  |  
|Depreciation                                    |  |        | 5,232   |     |   | 563    |  |         | 1,038   |       |   | 721    |   |           | 1,077  |        |   | 1,016       |   |           | 931    |                 |   | 1,658  |  
|Income tax expense (benefit)                    |  |        | 1,595   |     |   | 819    |  |         | (3,476  | )     |   | 1,384  |   |           | (576   | )      |   | (1,807      | ) |           | 496    |                 |   | 5,716  |  
|Total assets                                    |  |        | 203,838 |     |   | 29,603 |  |         | 137,987 |       |   | 44,860 |   |           | 67,900 |        |   | 94,325      |   |           | 54,715 |                 |   | 51,958 |  
|Long-lived assets                               |  | E      | 11,496  |     | E | 1,897  |  | E       | 3,027   |       | E | 3,415  |   | E         | 5,278  |        | E | 2,583       |   | E         | 3,309  |                 | E | 9,161  |  

---

The differences between the operating profit (loss) before certain expenses under 4(b) and the operating profit (loss) as per the
Combined and Consolidated Statements of Operations are as follows:

|                                                        |  | Predecessor
Group |         | Trader.com N.V. |  
|------------------------------------------------------- |  | ----------------- | ------- | --------------- | -
|
|
|
|Operating profit (loss) before certain expenses         |  | E                 | 60,076  |                 | E
|Depreciation and amortization                           |  |                   | (18,269 | )               |  
|Non-cash compensation expense                           |  |                   | (3,849  | )               |  
|Write-down of impaired assets                           |  |                   | (1,993  | )               |  
|                                                        |  |                   |         |                 |  
|Operating profit (loss) as per Statements of Operations |  | E                 | 35,965  |                 | E
|                                                        |  |                   |         |                 |  

F20

---

5.  Acquisitions:

During the years ended December 31, 2000 and 1999, the Group made 25 acquisitions for total consideration, including direct costs of acquisition
and subsequent earn-outs paid, of E 139,191. All of these acquisitions were accounted for as purchases and are included in the Company's operations beginning on the
date of acquisition.

1999 Acquisitions

During 1999, the Company purchased substantially all of the assets and assumed certain liabilities of 11 print and online classified advertising businesses
(the "1999 acquisitions"). The consideration paid by the Company for the 1999 acquisitions was a combination of cash and earn-out payments.

The
following table presents for each 1999 acquisition, summary information regarding the acquisition and the total consideration paid by the Company at the acquisition date including
direct costs of acquisitions and earn-out payments made by the Company subsequent to the acquisition through December 31, 2000.

|Acquisition Name                      |  | Country                            |  | Medium          |        | Date
Acquired |  | Percentage
Ownership |  | Total
Consideration
|------------------------------------- |  | ---------------------------------- |  | --------------- | ------ | ------------- |  | -------------------- |  | -------------------
|Great Northern Wheels & Deals         |  | USA                                |  | Print           |        | Jan. 20       |  | 100%                 |  | E                  
|Editora Balcao                        |  | BRAZIL                             |  | Print           |        | Feb. 26       |  | 100%                 |  |                    
|Trueque                               |  | SPAIN                              |  | Print           |        | May 7         |  | 100%                 |  |                    
|Virtualfiles.net                      |  | CANADA                             |  | Website         |        | July 19       |  | 75%                  |  |                    
|Garantie System                       |  | FRANCE                             |  | Warranty Broker |        | July 30       |  | 95%                  |  |                    
|TMSI                                  |  | FRANCE                             |  | Website         |        | July 30       |  | 50.1%                |  |                    
|Auto Trader & West Coast Boat Journal |  | CANADA                             |  | Print           |        | Aug. 25       |  | 100%                 |  |                    
|La Occasion                           |  | SPAIN                              |  | Print           |        | Sept. 22      |  | 100%                 |  |                    
|Ad Mag                                |  | AUSTRALIA                          |  | Print           |        | Sept. 22      |  | 100%                 |  |                    
|Editora Immobiliara/Urbana            |  | COLUMBIA                           |  | Print           |        | Nov. 3        |  | 64.6%                |  |                    
|Coches.net                            |  | SPAIN                              |  | Website         |        | Dec. 16       |  | 100%                 |  |                    
|                                      |  |                                    |  |                 |        |               |  |                      |  |                    
|                                      |  | Total acquisitions during 1999     |  |                 | 47,310
|                                      |  | Add: earn-outs paid in 1999 & 2000 |  |                 | 337   
|                                      |  |                                    |  |                 |        |               |  |                      |  |                    
|                                      |  | Total                              |  | E               | 47,647
|                                      |  |                                    |  |                 |        |               |  |                      |  |                    

All
direct costs of acquisition and earn-out payments are recorded as increases to goodwill. Additionally, the Company is obligated to make future earn-out payments in the event that
specified performance targets are achieved by certain acquirees over periods of no more than 4 years from the date of acquisition as set forth in the respective purchase agreements. If all performance
targets are met, the Company would have future quantifiable earn-out payments of E 3,185.

2000 Acquisitions

During 2000, the Company purchased substantially all of the assets and assumed certain liabilities of 14 print and online classified advertising businesses
(the "2000 acquisitions"). The consideration paid by the Company for the 2000 acquisitions was a combination of cash, Class A Common Shares, promissory notes and earn-out payments.

The
following table presents for each 2000 acquisition, summary information regarding the acquisitions and the total consideration paid by the Company at the acquisition date
including direct

F21

---

costs of acquisitions and earn-out payments made by the Company during and subsequent to the acquisition through December 31, 2000.

|Acquisition Name              |  | Country                        |  | Medium        |        | 2000 Date
Acquired |  | Percentage
Ownership |  | Total
Consideration
|----------------------------- |  | ------------------------------ |  | ------------- | ------ | ------------------ |  | -------------------- |  | -------------------
|Publishing House Pennsylvania |  | UNITED STATES                  |  | Print         |        | Jan.1              |  | 100%                 |  | E                  
|House 4 Sale                  |  | SWEDEN                         |  | Website       |        | Jan. 1             |  | 60%                  |  |                    
|Vancouver Buy & Sell          |  | CANADA                         |  | Print         |        | Jan. 20            |  | 100%                 |  |                    
|Autobit                       |  | POLAND                         |  | Print         |        | March 1            |  | 100%                 |  |                    
|Netclub                       |  | FRANCE                         |  | Website       |        | April 10           |  | 59.4%                |  |                    
|Occasiones del Motor          |  | SPAIN                          |  | Print         |        | April 14           |  | 100%                 |  |                    
|El Anunciador                 |  | SPAIN                          |  | Print         |        | April 14           |  | 80%                  |  |                    
|Autotrader/Sydney B&S         |  | AUSTRALIA                      |  | Print         |        | April 27           |  | 100%                 |  |                    
|Collectormania                |  | AUSTRALIA                      |  | Print         |        | May 1              |  | 100%                 |  |                    
|Rossini                       |  | FRANCE                         |  | Auction House |        | May 4              |  | 66.5%                |  |                    
|Visitnet.com                  |  | CANADA                         |  | Website       |        | May 5              |  | 100%                 |  |                    
|Epublik                       |  | FRANCE                         |  | Website       |        | May 31             |  | 100%                 |  |                    
|De Partikulier                |  | NETHERLANDS                    |  | Print         |        | July 17            |  | 100%                 |  |                    
|Bargain Finder                |  | CANADA                         |  | Print         |        | Aug. 31            |  | 100%                 |  |                    
|                              |  |                                |  |               |        |                    |  |                      |  |                    
|                              |  | Total acquisitions during 2000 |  |               | 91,544
|                              |  | Add: earn-outs paid in 2000    |  |               |      
|                              |  |                                |  |               |        |                    |  |                      |  |                    
|                              |  | Total                          |  | E             | 91,544
|                              |  |                                |  |               |        |                    |  |                      |  |                    

All
direct costs of acquisitions and earn-out payments are recorded as increases to goodwill. Additionally, the Company is obligated to make future earn-out payments in the event that
specified performance targets are achieved by the acquirees over periods of no more than 3 years from the date of acquisition as set forth in the respective purchase agreements. If all
performance targets are met, the Company would have future quantifiable earn-out payments of E 4,431.

The
following unaudited pro forma information presents the Company's results of operations for the years ended December 31, 1999 and 2000 after giving effect to the 1999 and
2000 acquisitions as if they had been consummated on January 1, 1999. Such unaudited pro forma information is based on the historical financial information of all the acquisitions and does not
include operational or other changes which might have been made by the Company.

The
unaudited pro forma information for the years ended December 31, 1999 and 2000 presented below is for illustrative purposes only and is not necessarily indicative of
results which would have been achieved or results which may be achieved in the future.

Unaudited Pro-forma December 31,1999

2000Net revenue

E
322,604

E
383,874Net loss

E
(70,989
)
E
(174,741
)


6.  Acquisitions from controlling shareholders:

In 2000, the Company acquired 100% of the capital stock of Mirabridge International B.V. ("Mirabridge"). Mirabridge, which was indirectly controlled by the
Company's co-chief executive

F22

---

officers at the time, owned an 88% interest in the Russian Entities. The Company completed this acquisition on February 18, 2000, with retroactive effect to January 1, 2000.

The
purchase price of E 130,459 was paid by the issuance of a promissory note, and newly created Class C and Class D Redeemable Preferred
Shares. The Class C and Class D Redeemable Preferred Shares received E 2,789 as a 12% dividend-in-kind from January 1, 2000 to the IPO date.
Following the IPO, the Class C Redeemable Preferred Shares and the Class D Redeemable Preferred Shares automatically converted into 3,813,135 Class A Common Shares, including the
dividend-in-kind. Following the IPO, the promissory note automatically converted into 609,633 Class A Common Shares.

The
Company accounted for the purchase of a portion of the transaction (71% interest) as a common control transaction and for the purchase of the remaining portion (17% interest) in
the Russian Entities as a step acquisition resulting in additional goodwill and other intangibles (see note 3a). E 92,794, representing the excess of the fair
value of the consideration paid over the historical book value of the Russian Entities as purchased by Mirabridge, has been treated as a deemed dividend to the Controlling Shareholders.

The
payments made, and the allocation of the purchase price at January 1, 2000, are as follows:

Purchase price including acquisition costs

E
130,459Less: deemed dividend to Controlling Shareholders


(92,794
)Amounts allocated to acquired assets

E
37,665Allocation of purchase price to acquired assets:Assets acquired

E
9,107Goodwill


28,558E
37,665


7.  Property, plant and equipment:

The details of property, plant and equipment are as follows:

Trader.com N.V.Combined

ConsolidatedDecember 31, 1999

December 31, 2000Land

E
650

E
532Buildings


7,264


7,238Office furniture, computers and equipment


18,402


39,739Software


8,195


22,355Printing presses and related equipment


6,507


6,756Assets in progress





1,898Leasehold improvements


3,286


8,74544,304


87,263Less accumulated depreciation and amortization


(6,490
)

(27,884
)Property, plant and equipment, net

E
37,814

E
59,379


Included
in property, plant and equipment balances at December 31, 2000, is E 6,555 of computers and software, with
E 546 of related accumulated depreciation, that were leased in September 2000. There were no significant capital lease balances in 1999.

F23

---

8.  Goodwill and other intangibles:

The major classes of intangible assets and related accumulated amortization are as follows:

Trader.com N.V.Combined

ConsolidatedDecember 31, 1999

December 31, 2000Goodwill of print businesses

E
364,626

E
442,183Goodwill of online businesses


7,398


13,011Tradenames


147,551


182,392Advertiser base


39,854


46,275Other intangibles





1,071559,429


684,932Less accumulated amortization


(29,594
)

(67,553
)Goodwill and other intangibles, net

E
529,835

E
617,379


9.  Due to shareholders:

The amounts due to shareholders under the senior subordinated mezzanine notes and the unsecured subordinated notes consist of the following:

Trader.com N.V.Combined

ConsolidatedDecember 31, 1999

December 31, 2000(i)

Senior Subordinated Mezzanine Notes issued primarily in connection with the purchase of the Predecessor Group; 12% interest payable in the form of additional Senior Subordinated Mezzanine Notes; interest capitalizable;
final maturity date of June 2009.

E
142,943

E
(ii)

Subordinated Loan Notes issued primarily in connection with the purchase of the Predecessor Group; 12% interest payable on a semi-annual basis; principal due December 2008.


63,158


E
206,101

E



All
Senior Subordinated Mezzanine Notes outstanding as of the date of the initial public offering were automatically converted, immediately prior to such initial public offering, into
4,881,651 Class A Common shares at the initial public offering price.

Proceeds
from the initial public offering were used to fully repay all principal and accrued interest on the Subordinated Loan Notes.

F24

---

10.  Long-term debt:

(a) On
April 5, 2000, the Company entered into a supplemental Credit Agreement amending and restating the original Credit Agreement from December 1998. Long-term
debt consists of the following:

Trader.com N.V.Combined

ConsolidatedDecember 31, 1999

December 31, 2000(i)

Credit Agreement, originally arranged on December 15, 1998 for approximately E363,328, amended and restated on April 5, 2000, approximately E269,830 available at December 31, 2000 consisting of
5 tranches as follows:Tranche A: E49,500 (original lending amount of E149,313), amortizing 5.75 year term loan at 225bps over LIBOR (denominated in optional currencies), repayable in increasing semi-annual installments, starting on June 30, 2000 with final
repayment due on December 31, 2005

E
124,285

E
Tranche B: E78,751 (original lending amount of E74,657), 6.75 year bullet term loan at 300bps over LIBOR (denominated in USD), repayable in full on December 31, 2006


74,464


78,751Tranche C: E53,079 (original lending amount of E49,771), 7.75 year bullet term loan at 350bps over LIBOR (denominated in USD), repayable in full on December 31, 2007


49,771


53,079Tranche D: E13,500 (original lending amount of E14,931), 5.75 year revolving credit facility at 225bps over LIBOR (denominated in optional currencies), repayable on the earlier of the interest date relating to each Tranche D advance
(one, two, three or six months subsequent to the advance), or the final Tranche A repayment date or the day on which the Tranche A utilization are repaid or prepaid in full


8,000


11,084Tranche E: E75,000 (original maximum lending amount of E74,656), 6.75 year acquisition facility at 275bps over LIBOR (denominated in optional currencies), repayable in full on December 31, 2006


14,533


15,099271,053


158,013(ii)

Other debt*


4,182


4,423275,235


162,436Less amounts due within one year


16,132


1,667E
259,103

E
160,769


---

F25

---

The
Tranche B and C facilities were drawn down in full on December 15, 1998 to refinance outstanding indebtedness of the Hebdo Mag companies to Cendant
Corporation and remain outstanding at December 31, 2000. Subject to compliance with customary conditions precedent, the revolving credit facility may be drawn from time to time for working
capital and general corporate purposes, the Tranche E facility is available for financing permitted acquisitions and the Tranche A facility is available for financing the development of
Internet activities.

The
obligations of the borrowers under the Credit Agreement under (a)(ii), obtained subsequent to the period ended December 14, 1998, are guaranteed by substantially all
entities in the Group, subject to certain limitations in some jurisdictions. The obligations of the borrowers and the guarantors are secured by pledges of the shares of substantially all entities in
the Group.

(b) As
of December 31, 2000, the maturities of long-term debt are as follows:

Year Ending
December 31

Senior
Bank Debt

Other

Total2001

E


E
1,667

E
1,6672002





1,534


1,5342003





940


9402004





268


2682005


11,084


14


11,0982006


93,850





93,8502007


53,079





53,0792008








2009








E
158,013

E
4,423

E
162,436


11.  Derivative financial instruments:

In respect of its multi-currency senior bank debt facility, the Group seeks to manage its risk related to fluctuations in interest rates through interest rate
and cross currency swaps.

The
counterparty to the Company's swap contracts is a major international financial institution. The Company is exposed to credit loss in the event of nonperformance by this
counterparty. The Company manages this risk by monitoring the credit standing of the counterparty. Risk of nonperformance by the counterparty does not appear to be probable and no loss due to
nonperformance is currently anticipated.

(i)  Interest
rate swaps:

Maturing

Outstanding Notional Amount as of December 31, 2000

Interest to be Paid

Interest to be Received

Valuation Loss as of December 31, 2000(in local currency)

(in Euros)*Dec. 2007

USD
50,000

E
53,079

7.46
%
Libor 1 month

E
3,502Dec. 2006

USD
2,661


2,825

7.45
%
Libor 1 month


180


(ii) Cross
currency swaps:

|Maturing  |  | Outstanding Notional Amount
as of December 31, 2000 |        | In Swapped Currency |   | Interest to be Paid |  | Interest to be Received |        | Valuation Loss as of December 31, 2000
|--------- |  | --------------------------------------------------- | ------ | ------------------- | - | ------------------- |  | ----------------------- | ------ | --------------------------------------
|
|Dec. 2006 |  | USD                                                 | 58,255 |                     | E | 61,842              |  | CAD                     | 85,971 |                                       
|Dec. 2006 |  | USD                                                 | 13,268 |                     |   |                    |  | E                       | 14,113 |                                       

---

Based
on the interest rates prevailing at December 31, 2000, the Company would have a E 5,475 unrealized loss on the termination of its interest
rate and cross currency swaps. Unrealized gains or losses on interest rate and cross currency swaps are not recognized for financial reporting purposes unless the interest rate or cross currency
contracts are terminated prior to their maturity.

F26

---

(iii) Forward contracts

The
Group enters into foreign currency forward contracts, with maturities generally less than one year, to minimize its exposure to adverse fluctuations in foreign currency rates
related to intercompany payables. The Group's foreign currency forward contracts at December 31, 2000 consisted of one contract to buy E 2,200 against the
Swedish krona.

Forward
contracts no longer meeting all of the requirements of SFAS No. 52 for hedging purposes are marked to market at the end of each accounting period. The recorded but
unrealized losses on these forward contracts were immaterial for the year ended December 31, 2000.

12.  Redeemable Preferred and Common Shares:

The description of the Redeemable Preferred and Common Shares of Trader.com is the following:

|                                                                                                                                                                                                                                                                                                          |  | Trader.com N.V |      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -----
|
|
|
|Redeemable Preferred Shares, E0.02 nominal value; Class B 116,450 shares authorized, 2,932 and 0 issued and outstanding at December 31, 1999 and 2000, respectively; liquidation preference of E1,000 per
share; cumulative dividend at 10% per annum payable in Class B Redeemable Preferred Shares only |  | E              |     
|                                                                                                                                                                                                                                                                                                          |  |                |      
|Redeemable Preferred Shares, E0.02 nominal value; Class A 20,550 shares authorized, 7,180 and 0 issued and outstanding at December 31, 1999 and 2000, respectively; liquidation preference of E1,000 per
share; cumulative dividend at 10% per annum payable in Class A Redeemable Preferred Shares only  |  | E              |     
|                                                                                                                                                                                                                                                                                                          |  |                |      
|Convertible Class A and B Preferred Shares, E0.02 nominal value; 150,000 shares authorized, 30,336 and 0 issued and outstanding as of December 31, 1999 and 2000, respectively; liquidation preference of
E1,000 per share                                                                                |  | E              |     
|Class C Shares, E0.16 nominal value; 567,600,000 shares authorized, 0 issued and outstanding as of December 31, 1999 and 2000                                                                                                                                                                             |  |                |     
|Common Shares:                                                                                                                                                                                                                                                                                            |  |                |      
|Class A, E0.16 nominal value; 1,872,339,000 and 2,612,377,725 shares authorized, 258,891 and 39,625,217 issued and outstanding as of December 31, 1999 and 2000, respectively; one vote per share.                                                                                                        |  |                | 2    
|Class B1, E1.92 nominal value; 38,100,000 and 0 shares authorized, 36,562,119 and 0 issued and outstanding as of December 31, 1999 and 2000, respectively; 12 votes per share.                                                                                                                            |  |                | 2,925
|Class B2, E1.92 nominal value; 16,500,000 and 0 shares authorized, 15,037,881 and 0 issued and outstanding as of December 31, 1999 and 2000, respectively; 12 votes per share.                                                                                                                            |  |                | 1,203
|Class B, E1.92 nominal value; 0 and 51,600,000 shares authorized, 0 and 51,600,000 shares issued and outstanding as of December 31, 1999 and 2000, respectively; 12 votes per share.                                                                                                                      |  |                |     
|Contributed surplus received                                                                                                                                                                                                                                                                              |  |                |     
|Allocation to convertible preferred shares                                                                                                                                                                                                                                                                |  |                |     
|Deferred compensation expense                                                                                                                                                                                                                                                                             |  |                |     
|Deemed dividend to Controlling Shareholders                                                                                                                                                                                                                                                               |  |                |     
|                                                                                                                                                                                                                                                                                                          |  |                |      
|                                                                                                                                                                                                                                                                                                          |  | E              | 4,130
|                                                                                                                                                                                                                                                                                                          |  |                |      

F27

---

Upon its incorporation, Trader.com was initially authorized to issue 4,500,000 common shares, nominal value
E 0.0363 (NLG 0.08) per share, 2,250,000 of which were issued for a cash consideration of E 82. On
December 15, 1998 Trader.com's Articles of Association were amended so that the Group was authorized to issue 1,872,339,000 Class A Common Shares, 38,100,000 Class B1 Common
Shares, 16,500,000 Class B2 Common Shares, 20,550 Class A Redeemable Preferred Shares, 116,450 Class B Redeemable Preferred Shares, 150,000 Convertible Preferred Shares and
567,600,000 Class C Shares. On December 15, 1998, effective upon the adoption of the foregoing amendment of the Company's Articles of Association the 2,250,000 ordinary shares were
automatically converted into 2,250,000 Class B2 Common Shares. The Group then issued 12,750,000 Class B2 Common Shares and 36,600,000 Class B1 Common Shares for a cash
consideration of E 147,209. Pursuant to the post-closing balance sheet adjustment, 37,881 Class B1 Common Shares were automatically converted to 37,881
Class B2 Common Shares. Additional paid-in capital has been reduced by an amount of E 132,831 representing a distribution to the Controlling Shareholders as a
result of a common control transaction in connection with the purchase of the Predecessor Group.

Additional
paid-in capital in the amounts of E 175,239 and E 148,735 were recorded against accumulated deficit as of
December 31, 1999 and 2000, respectively, as a result of the allocation to preferred shares issued through these dates of the value of beneficial conversion features.

On
January 1, 1999, the Group issued 51,000 Class A Common Shares at E 2.82 per share for an aggregate consideration of
E 144. Effective as of February 22, 1999, the Group issued 675 Class A Redeemable Preferred Shares, 450 Class B Redeemable Preferred Shares and
3,375 Convertible Preferred Shares for aggregate consideration of E 4,096.

On
August 5, 1999 and effective June 9, 1999, the Group issued 1,562 Class A Redeemable Preferred Shares, 463 Class B Redeemable Preferred Shares and 6,075
Convertible Preferred Shares for an aggregate consideration of E 7,564. Effective August 27, 1999, the Group issued 4,038 Class A Redeemable Preferred
Shares, 1,649 Class B Redeemable Preferred Shares and 17,061 Convertible Preferred Shares for an aggregate consideration of E 21,521.

On
December 15, 1999, the Group issued 207,891 Class A Common Shares at E 3.57, for an aggregate cash consideration of
E 742. Effective December 31, 1999, the Group issued 905 Class A Redeemable Preferred Shares, 370 Class B Redeemable Preferred Shares and 3,825
Convertible Preferred Shares for an aggregate consideration of E 5,100. In December 1999, Trader.com N.V. restated the par value of all classes of shares
from Dutch guilders to euros.

Effective
January 24, 2000, the group issued 6,875 Redeemable Preferred Shares and 20,625 Convertible Preferred Shares for an aggregate consideration of
E 27,500.

Redeemable Preferred Shares

Each Redeemable Preferred Share, Class A and B, was entitled to a 10% annual cumulative dividend payable by issuance of additional Redeemable Preferred
Shares. Holders of Redeemable Preferred Shares were not entitled to any cash dividends. Upon the Company's IPO, all outstanding Redeemable Preferred shares of each series were converted into 588,655
Class A Common shares at the IPO price of E 30.

Convertible Preferred Shares

Each Convertible Preferred Share, Class A and B, was entitled to a non-cumulative cash dividend up to E 0.02. Upon
Trader.com's IPO, all outstanding Convertible Preferred Shares of each series were automatically converted into 14,698,227 Class A Common Shares at the applicable conversion rate for such
series.

F28

---

Class C Shares

Each share of Class C Shares is entitled to a non-cumulative cash dividend up to E 0.02 per year. Class C Shares
rank junior to Redeemable Preferred Shares and senior to all other classes of shares with regard to the payment of dividends. As long as any Class C Shares are outstanding, Trader.com may not
declare any dividends with respect to, or make any other distribution on, or redeem or repurchase any Convertible Preferred Shares or Common Shares unless Trader.com has paid or simultaneously
provides for the payment of dividends on the outstanding Class C Shares.

Trader.com
can redeem and cancel all outstanding Class C Shares at any time, in whole or in part, without payment of any consideration to the holders of such shares, provided
such redemption and subsequent cancellation has been approved by the general meeting of shareholders of Trader.com. In the event of a liquidation of the Group's assets, holders of Class C
Shares shall be entitled to payment out of the net assets available for distribution to shareholders of the equivalent of E 0.02 per share, and no more. Class C
Shares rank junior to Redeemable Preferred shares and senior to Common Shares with respect to distribution of assets upon liquidation. Holders of Class C Shares are entitled to one vote per
share in a general meeting of shareholders.

Class A Common Shares

A reconciliation of activity for Class A Common Shares during 2000 follows:

Shares

Par Value

APICBalances, January 1, 2000

258,891

E
2

E
884Restatement, Class A par value




40


(40
)Issuance, Vancouver Buy and Sell acquisition

69,744


11


2,081Exercise of warrants

1,612,500


258


4,295Issuance upon completion of the IPO

13,000,000


2,080


387,920Less IPO fees and related charges







(37,663
)Issuance, Mirabridge acquisition

4,422,798


708


131,975Conversion, Mezzanine Notes

4,881,651


781


145,668Less: cancellation of deferred financing fees







(4,184
)Conversion, Convertible Preferred Shares

14,698,227


2,352


46,984Conversion, Redeemable Preferred Shares

588,655


94


17,023Less: Payment in kind dividends







(3,461
)Exercise of share options

92,751


14


250Balances, December 31, 2000

39,625,217

E
6,340

E
691,732


Holders
of Class A Common Shares are entitled to one vote per share in a general meeting of shareholders. Upon completion of the IPO, Trader.com issued 13,000,000
Class A Common Shares at a price of E 30.

In
February 2000, Trader.com authorized and implemented a 3 for 1 share split. Accordingly, all share and per share information in the accompanying financial statements has
been retroactively restated to reflect the effect of the share split. In addition, the articles of association were amended to reflect changes in nominal value and the creation of the Class C
Shares.

Class B Common Shares

Upon the completion of the IPO, all Class B1 and Class B2 Common Shares were converted to Class B Common Shares. Holders of Class B
Common Shares are entitled to twelve votes per share in a general meeting of shareholders.

F29

---

Each Class B Common Share shall be automatically converted into 11 Class C Shares and 1 Class A Common share upon transfer to any person other than a permitted
transferee of Class B Common Shares and other than a transfer resulting in the transferee holding a majority of the voting interests. Such permitted transferees consist only of
(i) affiliates of CGIP, (ii) John H. MacBain, Louise T. Blouin and Eric Teyssonnière de Gramont and certain of their family members and
(iii) corporations and trusts controlled by John H. MacBain or Louise T. Blouin.

The
holders of Class B Common Shares have agreed that they will not transfer any Class B Common Shares held by them unless the transferee of such shares agrees to
immediately transfer all Class C Shares received by such transferee upon such transfer to Trader.com for no consideration. Trader.com has agreed that it will then as promptly as practicable
redeem and cancel all such Class C Shares.

Distributions
of all types (other than share dividends), including dividends and liquidation distributions, among common shareholders shall be made ratably, as a single class,
regardless of the relative nominal value of the Class A and Class B Common Shares. Class A and Class B Common Shares rank junior to all other classes of shares with respect
to distribution of assets upon liquidation and with respect to
payment of dividends. If a share dividend is paid on one class of common shares, a dividend at the same rate must be paid on the other class of common shares. Trader.com may not issue additional
Class B Common Shares except in payment of such a share dividend. The shares of one class of common shares may not be split or combined, or the nominal value thereof changed, unless the shares
of the other class are proportionally split or combined, or the nominal value thereof proportionally changed.

On
April 5, 2000, the nominal value of Class A and Class B Common Shares was restated to E 0.16 and
E 1.92, respectively.

Contributed Surplus Received

In June and July 1998, the Controlling Shareholders acquired a 20% minority interest in the Russian Entities. For the period from
June 1998 to December 1999, this 20% interest has been combined with the financial statements of Trader.com. The contributed surplus amounting to E 11,885
received from the Controlling Shareholders, which is included in the Statement of Shareholders' Equity (Deficit) for the period ended December 14, 1998, represents the purchase price of this
interest in the Russian Entities.

Warrants

In connection with the acquisition of the Predecessor Group, and the related issuance of the Senior Subordinated Mezzanine Notes (the "Mezzanine Notes"), the
Group entered into three Class A Common Shares Purchase Warrant agreements to issue up to 3,440,000 share purchase warrants (the "Warrants") with an exercise price of
E 2.82. Each Warrant represented the right to purchase 3 Class A Common Shares of Trader.com. Following the IPO, the conversion of all outstanding vested
warrants induced the issuance of 1,612,500 Class A Common Shares and all other warrants were terminated.

F30

---

13.  Earnings per share:

The computations of basic and diluted net loss per share for the seventeen-day period ended December 31, 1998 and for the years ended
December 31, 1999 and 2000 were as follows:

|                                                                                                              |  | Trader.com N.V. |           
|------------------------------------------------------------------------------------------------------------- |  | --------------- | ----------
|
|
|
|Numerator:                                                                                                    |  |                 |           
|Net loss                                                                                                      |  | E               | (3,680    
|Deemed dividend on convertible preferred shares                                                               |  |                 |          
|Dividend-in-kind on redeemable preferred shares                                                               |  |                 |          
|                                                                                                              |  |                 |           
|Numerator for basic and diluted net loss per common share                                                     |  | E               | (3,680    
|                                                                                                              |  |                 |           
|Denominator:                                                                                                  |  |                 |           
|Weighted average number of shares outstanding used in basic and diluted net loss per common share calculation |  |                 | 51,600,000
|                                                                                                              |  |                 |           
|Basic and diluted net loss per common share                                                                   |  | E               | (0.07     
|                                                                                                              |  |                 |           

Diluted
net loss per common share for the years ended December 31, 1999 and 2000 does not include the effects of 3,440,000 and 0 common stock warrants, of 1,723,278 and 516,984
options outstanding under the 1999 Option Plan, of 2,809,143 and 3,050,648 options outstanding under the 1998 Equity Incentive Plan, of 9,053,643 and 0 Common shares issuable upon conversion of the
Convertible Preferred Shares on an "as if" converted basis and of 0 and 2,323,788 options outstanding under the 2000 Option Plan as the effect of their inclusion is anti-dilutive during the period.

14.  Options, share appreciation rights and other share transactions with employees:

1998 Equity Incentive Plan

Trader.com's 1998 Equity Incentive Plan (the "Equity Plan") permits, prior to December 15, 2008, the grant of "Share Rights" to key employees of the
Group or its subsidiaries and other individuals who render service to the Group or its subsidiaries upon approval by the Supervisory Board. Share Rights represent the following:



Under
the terms of the Plan, 4,800,000 Class A Common Shares were authorized for issuance upon exercise of Share Rights. The Equity Plan indicates that options expire ten years
after the grant date, and that vesting is generally over a five-year period with portions of a grant becoming exercisable at the end of each year. Following the IPO, 10% of all outstanding options
vested immediately. The Equity Plan is administered by a committee appointed by the Group's Supervisory Board.

F31

---

Each Unit represented either an option to purchase three Class A Common Shares or a SAR representing 2.25 Class A common shares. Upon the completion of the IPO, all
Units were converted into options to purchase 3 Class A Common Shares.

The
following table summarizes information about the Group's Units outstanding as of December 31, 1999 (expressed in the number of options into which they converted upon
completion of the IPO) and options outstanding as of December 31, 2000:

|                                       |  | December 31, 1999 |   | December 31, 2000
|-------------------------------------- |  | ----------------- | - | -----------------
|
|Options outstanding, beginning of year |  | 1,831,848         |   | E                
|Granted                                |  | 1,067,295         |   |                  
|Exercised                              |  |                  |   |                  
|Canceled or expired                    |  | (90,000           | ) |                  
|                                       |  |                   |   |                  
|Options outstanding, end of year       |  | 2,809,143         |   | E                
|                                       |  |                   |   |                  
|Options exercisable, end of year       |  | 366,369           |   | E                
|                                       |  |                   |   |                  

The
weighted average remaining contractual life of the outstanding options is 8.4 years and their exercise price ranges from E 2.82 to
E 3.57.

In
1999 and 2000, the Group granted Units for which compensation expense was recorded in accordance with APB Opinion No. 25 and FASB Interpretation No. 28, which applies
to variable plans. Following the completion of the IPO, the Group accounts for the Equity Plan as a stock option plan, since the share appreciation right component is no longer exercisable. The Group
has recorded non-cash compensation expense in the amount of E 23,742 in 1999 and E 31,582 in 2000 for options granted to employees and
non-employees. Compensation expense was calculated based on the difference between the exercise price and the deemed fair value (IPO price) of E 30.00 per share for
employees for both
1999 and 2000. The Group continues to amortize the deferred compensation related to the 1998 Equity Plan using an accelerated method as prescribed in FASB Interpretation No. 28 over the vesting
period.

The
fair value of the Units issued to non-employees was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of
0%, risk-free interest rate of 6% and expected life of 5 years. As permitted under the provisions of SFAS No. 123, and based on the historical lack of public market for Trader.com's
shares, no factor for volatility has been reflected in the option pricing calculation.

SAR Plans

In addition to the Equity Plan, the Group had SAR plans for certain employees in its Canadian, Australian and Spanish subsidiaries. The Group accrued
compensation expense for the increase in value of its subsidiary's stock over the exercise price. The amount of compensation expense was calculated based upon the achievement of certain adjusted
earnings targets pursuant to the individual SAR plans.

The
Group applies APB Opinion No. 25 and related interpretations to account for these plans. The amount of compensation expense recorded for these SAR plans was
E 2,019 and E 70 for the three-hundred and forty-eight-day period ended December 14, 1998 and the seventeen-day period ended
December 31, 1998, respectively and E 1,733 for the year ended December 31, 1999. In 2000, the Australian and Spanish SAR plans were converted into share
options pursuant to grants under the Group's 1998 Equity Incentive Plan and 2000 Option Plan and the Canadian SAR plan was terminated.

F32

---

1999 Option Plan

In December 1999, the Company's then co-chief executive officers, Ms. Blouin and Mr. MacBain, amended and restated their employment
agreements pursuant to which they agreed to reduce their annual cash compensation under their employment agreements to E 100 each. In return, the Group agreed to grant
options under the 1999 Option Plan to Ms. Blouin and Mr. MacBain to acquire 1,723,278 Class A Common Shares. The options have an exercise price of
E 3.57, which was deemed to be below the fair value of the underlying shares at grant date. The options granted under the 1999 Option Plan are accounted for by applying
fixed option accounting using the guidance in paragraph 12 of APB Opinion No. 25. The cumulative difference between the IPO price of E 30.00 per
Class A Common Share and the exercise price of the granted options was E 45,546. This amount had been recorded as deferred compensation expense, which is a
component of shareholders' equity, and was being amortized on a straight line basis over the five-year vesting period of the granted options, including compensation expense of
E 9,109 for the year ended December 31, 1999 and E 20,496 (of which E 15,941 was an accelerated
compensation expense as discussed below) for the year ended December 31, 2000. Following the IPO, 10% of all outstanding options vested immediately.

Upon
Ms. Blouin's departure from the Company in October 2000, Ms. Blouin had vested options to purchase 258,492 Class A Common shares. The remainder of
Ms. Blouin's unvested options to purchase Class A Common shares were forfeited upon her departure and, as such, no further options will vest for Ms. Blouin. The unvested and
forfeited portion of Ms. Blouin's options, representing E 15,941, has been reversed out of deferred compensation expense and recorded against additional paid-in
capital.

In
November 2000, Mr. MacBain voluntarily forfeited his then unvested options to purchase Class A Common Shares, leaving him with vested options to purchase
258,492 Class A Common Shares. In accordance with FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation", the unvested and forfeited portion of Mr. MacBain's options, representing E 15,941, has been reversed out of deferred
compensation expense and recorded in the statement of operations as compensation expense as Mr. MacBain continues to be employed by the Company as chief executive officer. In light of these
forfeitures, no further compensation expense will be recorded in 2001 or thereafter relative to Ms. Blouin or Mr. MacBain under the 1999 Option Plan.

The
following table summarizes information about the Group's options outstanding under the 1999 Option Plan as of December 31, 1999 and 2000:

|                                       |  | December 31, 1999 |  | December 31, 2000
|-------------------------------------- |  | ----------------- |  | -----------------
|
|Options outstanding, beginning of year |  |                  |  | E                
|Granted                                |  | 1,723,278         |  |                  
|Exercised                              |  |                  |  |                  
|Canceled or forfeited                  |  |                  |  |                  
|                                       |  |                   |  |                  
|Options outstanding, end of year       |  | 1,723,278         |  | E                
|                                       |  |                   |  |                  
|Options exercisable, end of year       |  | 344,656           |  | E                
|                                       |  |                   |  |                  

The
weighted average remaining contractual life of the outstanding options is 8.92 years.

2000 Option Plan

The Company's 2000 Option Plan provides for the grant of options to purchase a maximum of 5,000,000 Class A Common Shares. As of December 31,
2000, options to purchase 2,429,288 Class A Common Shares have been granted under the 2000 Option Plan at a weighted average exercise price of E 13.41 and a
weighted average fair value of E 7.98. These options will expire 10 years after grant.

F33

---

Each option granted is subject to a five year vesting schedule pursuant to which the option vests 20% upon each anniversary date of the grant date. Further, upon each of the first and
second anniversaries of the completion of an "acquisition", 50% of all options then unvested and held by persons who
remain employees of Trader.com N.V. or the surviving or acquiring entity will become immediately vested in full.

The
following table summarizes information about the Group's options outstanding under the 2000 Option Plan as of December 31, 2000:

|                                       |  | December 31, 2000
|-------------------------------------- |  | -----------------
|
|Options outstanding, beginning of year |  |                 
|Granted                                |  | 2,429,288        
|Exercised                              |  |                 
|Canceled or expired                    |  | (105,500         
|                                       |  |                  
|Options outstanding, end of the year   |  | 2,323,788        
|                                       |  |                  
|Options exercisable, end of year       |  |                 
|                                       |  |                  

The weighted average remaining contractual life of the outstanding options is 9.6 years.

Exercise
prices for options outstanding as of December 31, 2000 are as follows:

Exercise Price

Number Outstanding As of December 31, 2000

Grant Date Fair Market Value

Weighted Average Remaining Contractual LifeE
30.00

293,572

E
8.73

9.3917.26

613,000


10.37

9.3910.98

439,500


7.95

9.767.06

812,716


4.52

9.913.57

165,000


13.70

9.392,323,788


Except for share options issued to replace terminated SARs, options issued subsequent to our IPO date under our 2000 Option Plan have been
issued with exercise prices equal to, or higher than, the fair market value of our shares on grant date. Therefore, no compensation expense related to share options issued at fair market value on
grant date has been recorded as of December 31, 2000 for these option grants in accordance with APB Opinion No. 25.

Had
the Group determined compensation expense using the fair-value based method on the grant date for its options issued under the 2000 Option Plan, as prescribed by SFAS
No. 123, the Company's pro forma net loss and pro forma net loss per share for the year ended December 31, 2000 would have been as follows:

Net loss:As reported

E
(172,133
)Pro forma

E
(173,217
)Basic and diluted net loss per shareAs reported

E
(4.00
)Proforma

E
(4.00
)


The fair value of each option grant is estimated using the Black-Scholes option pricing method with the following assumptions for the year
ended December 31, 2000:

Expected dividend yield

0
%Expected stock price volatility

71
%Risk-free interest rate

5.7-6.7
%Expected life (in years)

6 years


F34

---

French Option Plan

On October 15, 1999, a French subsidiary of the Group implemented an option plan (the "French Option Plan"). This plan provides for the issuance of up
to 550 share options with a fixed exercise price of E 413.90 (FRF 2,715) to directors or management personnel. The options can only be exercised in one
transaction between January 1, 2004 and October 14, 2004. On October 15, 1999, 499 options were granted at an exercise price of E 413.90. As of the
date of grant, the fair market value of the subsidiary's shares approximated the option exercise price.

No
new options were granted during 2000 and no options have been exercised or forfeited during 1999 or 2000. The fair value of each option grant under the French Option Plan is
estimated using the Black-Scholes model and the following 1999 assumptions: risk-free interest of 6%, dividend yield of 0%, and volatility of 0%. Under the French Option Plan, the Company would have
recorded compensation expense of approximately E 2 and E 12 for the years ended December 31, 1999 and 2000. Since compensation
expense for the French Option Plan, as determined in accordance with SFAS No. 123, for the years ended December 31, 1999 and 2000 is immaterial to the Group's net loss as reported, no
pro forma net loss is presented specific to this plan.

Employee Share Purchase Transactions

In December 1999, the Group sold 207,891 Class A Common Shares to employees and consultants at E 3.57 per share.
As a result, non-cash compensation expense was recorded based on the difference between the IPO price of E 30.00 per Class A Common Share and the price at which
the shares were sold for an aggregate amount of E 5,495.

Non-Cash Compensation Expense

The following tables summarize the non-cash compensation expense recorded in 1999 and 2000 related to the Group's share transactions, share option and share
appreciation rights plans described above:

Plan

1999 Non-Cash
Compensation Expense

Deferred
Compensation1998 Equity Plan

E
23,742

E
SAR Plan converted to options


1,733


1999 Option Plan


9,109


36,437Employee share purchases


5,495


Total non-cash compensation expense

E
40,079

E
36,437


Plan

2000 Non-Cash
Compensation Expense

Deferred
Compensation1998 Equity Plan

E
31,582

E
28,2181999 Option Plan


20,496


2000 Option Plan





Total non-cash compensation expense

E
52,078

E
28,218


15.  Defined contribution retirement plan:

The Group's U.S. subsidiaries have a 401k plan (the Plan), which was established effective January 1, 1999. This 401k plan covers substantially all
employees over 21 years of age with at least one year of service. Under the provisions of the Plan, eligible employees can make contributions up to 15% of their annual compensation. Trader.com
contributes amounts equal to 50% of the employees'

F35

---

contributions up to 4% of the employees' annual compensation. Trader.com's contribution to the Plan was E 55 and E 66 for the years
ended December 31, 1999 and 2000, respectively.

16. Cost reduction program and write-down of impaired assets:

In December 2000, the Management Board of the Company announced to its employees its intention to implement a cost reduction program, reducing employee
headcount by 275 people, closing certain non-core websites and consolidating certain facilities. The cost reduction program is a result of the Company's plan to focus on two core segments, to
accelarate its e-business transformation and to reduce its cost structure. In connection with the cost reduction program, the Company recorded a charge to operations of
E 25,475, of which E 14,735 was recorded as a non-cash write-down of impaired assets and E 10,740 was
recorded in selling, general and administrative expense.

The
components of the charges to operations in the year ended December 31, 2000 are summarized as follows:

Recorded in Year Ended
December 31, 2000Charges to operations:Write-down of impaired assets

E
14,735Primarily employee severance and termination benefits


10,740Total charges

E
25,475


The
write-down of impaired assets of approximately E 14,735 was associated with fixed asset write-offs for capitalized software development costs of
E 13,679 and leasehold improvements and equipment located at premises impacted by the cost reduction program and related goodwill of
E 1,056.

The
activity in the liability for employee severance and termination benefits is as follows:

Cash payments in 2000

E
4,909Remaining liability at December 31, 2000


5,831Total

E
10,740


The
Company has estimated the costs associated with the decision to restructure based on the best information available when the decision was made to restructure the Company. Although
the company believes its estimates to be reasonable, actual costs associated with these plans may differ.

During
1999 and 1998, the principle amounts of non-cash write-down of impaired assets were recorded against investments and other assets in Russia.

17. Capital leases:

In September 2000, the Company entered into a sale and leaseback transaction for E 6,555 of equipment. Rent payments
with respect to the related capital lease obligation are dependent upon the stated interest rate in the lease agreement which is fixed. The future minimum lease payments are based on the interest rate
as stated in the lease agreement which approximates 8.0%. Payments are due over 36 months and there are no significant final buy-out requirements at the expiration of the lease term.

F36

---

At December 31, 2000, future minimum lease payments under all capital leases for the 3 years subsequent to December 31, 2000 and in the aggregate are as follows:

Capital Lease
Payments2001

E
2,4732002


2,4732003


1,8546,800Less amount representing interest


(735
)Present value of minimum lease payments


6,065Less current portion


(2,058
)Non current portion of capital lease obligations

E
4,007


No
losses have been incurred related to sale and leaseback transactions.

18. Commitments and contingencies:



Operating Lease
Payments2001

E
8,4382002


8,0842003


7,8702004


7,1102005


4,0042006 and thereafter


4,788E
40,294




F37

---



19. Interest and financing fees:

The details of interest expense and financing fees are as follows:

|                                            |  | Predecessor Group |        | Trader.com N.V. |  
|------------------------------------------- |  | ----------------- | ------ | --------------- | -
|
|
|
|Interest expenseshareholders               |  | E                 | 8,923  |                 | E
|Interest expenseother                      |  |                   | 2,994  |                 |  
|Loss (gain) on unwinding of swap agreements |  |                   | 5,114  |                 |  
|Financing fees                              |  |                   |       |                 |  
|                                            |  |                   |        |                 |  
|                                            |  | E                 | 17,031 |                 | E
|                                            |  |                   |        |                 |  

Financing
fees are amortized on a straight-line basis over the term of the debt. Subsequent to entering into a new financing agreement and repaying the subordinated loan notes upon
completion of the IPO, previously capitalized financing fees of E 2,635 were written-off in accordance with EITF No. 98-14,"Debtors
Accounting for Changes in Line-of-Credit or Revolving Debt Arrangements".

20. Income taxes:

Amounts for the three hundred and forty-eight-day period ended December 14, 1998 differed from the amounts computed by applying the Canadian combined
statutory income tax rate of 44% to earnings
(loss) before income taxes and minority interest and amounts for the seventeen-day period ended December 31, 1998 and the years ended December 31, 1999 and 2000 differed from the amounts

F38

---

computed by applying the Netherlands statutory income tax rate of 35% to loss before income taxes and minority interest as indicated in the table next page.

|                                                           |              | Predecessor Group           |        | Trader.com N.V. |      
|---------------------------------------------------------- | ------------ | --------------------------- | ------ | --------------- | -----
|
|
|
|Earnings (loss) before income taxes and minority interest: |              |                             |        |                 |      
|                                                           | Netherlands* |                             | E      | (181            | )    
|                                                           | Foreign      |                             |        | 15,813          |      
|                                                           |              |                             |        |                 |      
|                                                           |              |                             | 15,632 |                 |      
|                                                           |              |                             |        |                 |      
|Expected statutory tax expense (benefit)                   |              | E                           | 6,878  |                 | E    
|Increase (decrease) in valuation allowance                 |              |                             | 3,837  |                 |      
|Effect of foreign tax rate differences                     |              |                             | (3,271 | )               |      
|Permanent differences:                                     |              |                             |        |                 |      
|                                                           |              | Goodwill amortization       |        |                 | 3,873
|                                                           |              | Non-deductible expenses**   |        |                 | 5,213
|                                                           |              | Non-taxable revenues        |        |                 | (360 
|                                                           |              | Other                       |        |                 | 986  
|                                                           |              |                             |        |                 |      
|                                                           |              | Total permanent differences |        |                 | 9,712
|                                                           |              |                             |        |                 |      
|Other, net                                                 |              |                             | 1,050  |                 |      
|                                                           |              | E                           | 18,206 |                 | E    
|                                                           |              |                             |        |                 |      

---

The
components of income tax expense are as follows:

|                              |               | Predecessor Group         |        | Trader.com N.V. |       
|----------------------------- | ------------- | ------------------------- | ------ | --------------- | ------
|
|
|
|Current provision (benefit):  |               |                           |        |                 |       
|                              | Netherlands * |                           | E      | 598             |       
|                              | Foreign       |                           |        | 11,098          |       
|                              |               |                           |        |                 |       
|                              |               |                           | 11,696 |                 |       
|                              |               |                           |        |                 |       
|Deferred provision (benefit): |               |                           |        |                 |       
|                              | Netherlands * |                           |        | 930             |       
|                              | Foreign       |                           |        | 5,580           |       
|                              |               |                           |        |                 |       
|                              |               |                           | 6,510  |                 |       
|                              |               |                           |        |                 |       
|                              |               | Income tax provision, net |        | E               | 18,206
|                              |               |                           |        |                 |       

---

F39

---

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

|                                           |                                                           | Trader.com N.V. |        
|------------------------------------------ | --------------------------------------------------------- | --------------- | -------
|
|
|Current deferred tax assets:               |                                                           |                 |        
|                                           | Allowance for doubtful accounts                           |                 | E      
|                                           | Net operating loss carryforwards                          |                 |        
|                                           | Accrued liabilities and deferred revenues                 |                 |        
|                                           | Other                                                     |                 |        
|                                           |                                                           |                 |        
|Total current deferred tax assets          |                                                           |                 | 4,831  
|Valuation allowance                        |                                                           |                 | (2,548 
|                                           |                                                           |                 |        
|Net current deferred tax assets            |                                                           |                 | 2,283  
|                                           |                                                           |                 |        
|Current deferred tax liabilities:          |                                                           |                 |        
|                                           | Accrued liabilities                                       |                 |        
|                                           |                                                           |                 |        
|Total current deferred tax liabilities     |                                                           |                 | (89    
|                                           |                                                           |                 |        
|Non current deferred tax assets:           |                                                           |                 |        
|                                           | Depreciation/amortization of fixed assets and intangibles |                 |        
|                                           | Net operating loss carry forwards                         |                 |        
|                                           | Other                                                     |                 |        
|                                           |                                                           |                 |        
|Total non current deferred tax assets:     |                                                           |                 | 27,294 
|Valuation allowance                        |                                                           |                 | (12,764
|                                           |                                                           |                 |        
|Net non current deferred tax assets        |                                                           |                 | 14,530 
|                                           |                                                           |                 |        
|Non current deferred tax liabilities:      |                                                           |                 |        
|                                           | Reserves                                                  |                 |        
|                                           | Depreciation/amortization of fixed assets and intangibles |                 |        
|                                           | Other                                                     |                 |        
|                                           |                                                           |                 |        
|Total non current deferred tax liabilities |                                                           |                 | (69,276
|                                           |                                                           |                 |        
|Net deferred tax liability                 |                                                           | E               | (52,552
|                                           |                                                           |                 |        

In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers
the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Group will realize the benefits of these
deductible differences, net of the existing valuation allowances at December 31, 1999 and 2000. The amount of the deferred tax asset considered realizable, however, could be reduced in the near
term if estimates of future taxable income during the carryforward period are reduced.

The
Group has not recognized a deferred tax liability for undistributed earnings of its foreign subsidiaries as these are considered to be part of its permanent investment. A deferred
tax liability will be recognized when the Company expects to recover those undistributed earnings in taxable revenue. The Company considers the available tax plans to minimize such taxes at the time
of distribution and,

F40

---

consequently, has not yet made a determination of deferred tax liability. Such liability is not reasonably determinable at the present time.

At
December 31, 2000, the Company had E 47,587 of accumulated net operating loss carryforwards, that are available to offset future taxable
income, of which E 42,624 expire in various years and subsidiaries from 2005 through 2020 and E 4,963 can be carried forward
indefinitely.

21. Cash flow information:

(a)  Supplemental cash flow information and non-cash transactions:

|                       |                                            | Predecessor Group |   | Trader.com N.V. | 
|---------------------- | ------------------------------------------ | ----------------- | - | --------------- | 
|
|
|
|Cash paid for:         |                                            |                   |   |                 | 
|                       | Interest                                   |                   | E | 8,633           | 
|                       | Income taxes                               |                   |   | 11,705          | 
|Non-cash transactions: |                                            |                   |   |                 | 
|                       | Long-term debt assumed                     |                   |   |                | 
|                       | Allocation to convertible preferred shares |                   |   |                | 
|                       | Increase in additional paid-in capital     |                   |   |                | 

|                                                             |                                          | Predecessor Group |        | Trader.com N.V. |  
|------------------------------------------------------------ | ---------------------------------------- | ----------------- | ------ | --------------- | -
|
|
|
|(Increase) decrease in:                                      |                                          |                   |        |                 |  
|                                                             | Term deposits                            |                   | E      | 2,839           |  
|                                                             | Accounts receivable                      |                   |        | (5,049          | )
|                                                             | Other receivables and other assets       |                   |        | (6              | )
|                                                             | Income taxes receivable                  |                   |        | (2,766          | )
|                                                             | Inventory                                |                   |        | (121            | )
|                                                             | Deposits and prepaid expenses            |                   |        | (846            | )
|Increase (decrease) in:                                      |                                          |                   |        |                 |  
|                                                             | Accounts payable and accrued liabilities |                   |        | 1,861           |  
|                                                             | Income taxes payable                     |                   |        | 1,925           |  
|                                                             | Other liabilities                        |                   |        | (1,763          | )
|                                                             |                                          |                   |        |                 |  
|Net change in working capital balances related to operations |                                          | E                 | (3,926 | )               | E
|                                                             |                                          |                   |        |                 |  

22.  Related party transactions:

As of December 31, 2000, other receivables included related party receivables of E 896. These receivables relate to
personal usage, beginning in 1998, by Ms. Blouin and Mr. MacBain of the

F41

---

Company's ownership interest in a leased jet. A payment of E 293 was received by the Company from Mr. MacBain in February 2001 representing full payment
for his portion of this receivable.

The
Company shares office space with two shareholders. The cost, which is split between the Company and the shareholders, was determined by an independent real estate broker.

On
April 20, 1998, one of the Company's subsidiaries granted two non-interest bearing loans to an employee, in the principal amounts of E 119
and E 75. As long as the employee remains employed by the Company, the loans will be forgiven at a per diem rate over a five-year period.

Accounts
payable and accrued liabilities include the following related party balances and the interest charged by related party were:

|                                                  |  | Predecessor Group |       | Trader.com N.V.
|------------------------------------------------- |  | ----------------- | ----- | ---------------
|
|
|Amounts due to shareholders for interest on notes |  | E                 | 7,967 |                
|Interest and expenses charged by shareholders     |  |                   | 8,923 |                

23. Concentration of risks:

In 1999 and 2000, the Group derived E 32,378 and E 51,525 of its revenues,
E 17,314 and E 21,786 of its operating profit before certain expenses and E 15,331 and
E 15,500 in earnings before income taxes and minority interest from the Russian Entities.

The
Russian Federation has been experiencing political and economic change which has affected, and may continue to affect, the activities of enterprises operating in this environment.
Consequently, operations in the Russian Federation involve risks which do not typically exist in other markets. The accompanying financial statements reflect management's assessment of the impact of
the Russian business environment on the operations and the financial position of the Company. The future business environment may differ from management's assessment. The impact of such differences on
the operations and the financial position of the Company may be significant.

Additionally,
the taxation system in the Russian Federation is relatively new and is characterized by numerous taxes and frequently changing legislation, which may be applied
retroactively and is often unclear, contradictory, and subject to interpretation. Often, differing interpretations exist among numerous taxation authorities and jurisdictions. Taxes are subject to
review and investigation by a number of authorities, who are enabled by law to impose severe fines, penalties and interest charges.

These
facts may create tax risks in Russia substantially more significant than in other countries. Management believes that it has adequately provided for tax liabilities based on its
interpretation of tax
legislation. However, the relevant authorities may have differing interpretations and the effects could be significant.

24. Subsequent events:

The Company signed a definitive agreement on April 4, 2001 to merge its Australian subsidiary, Trader.com Australia Pty Limited (Trader.com Australia),
with Trading Post Group, a publisher of a number of classified advertising properties throughout Australia, including Sydney Trading Post. Consideration will be in shares of Trader.com Australia and
A$60,000 in cash. Pro forma for the transaction, Trader.com Australia will own 69.9% of the merged entity, and the existing shareholders of Trading Post Group will own the remaining 30.1%. The merger
agreement includes liquidity rights granted to the existing shareholders of Trading Post Group that permits the put of their shares to

F42

---

Trader.com Australia at fair market value at the time of exercise. The put option is exercisable in three tranches of up to 10%, 10% and 10.1% of the merged entity over three years beginning as early
as the 18-month anniversary of the closing of the transaction. There is no obligation of the existing shareholders Trading Post Group to exercise their put at that time nor is there any guaranteed
value for the shares at the time of the put. As of the date of the merger agreement, the Company estimates the fair market value of the remaining 30.1% of the merged entity to be approximately
A$80,000.

F43

---

Item 19Exhibits

|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*           |  | Articles of Association (English translation) dated March 30, 2000                                                                                                                                                                                                                                                            
|2.b.i.1*       |  | Supplemental Agreement dated April 5, 2000 with Donaldson, Lufkin & Jenrette Securities Corporation as Arranger, the Lenders named therein, DLJ Capital Funding, Inc. as Facility Agent and Security Agent
and DW Capital Funding, Inc. as Syndication Agent relating to a Credit Agreement dated December 11, 1998           
|2.b.i.2        |  | Supplemental Agreement dated June 30, 2000 with DLJ Capital Funding, Inc. as Arranger, the Lenders named therein, and DLJ Capital Funding, Inc. as Facility Agent, Security Agent and Syndication Agent
relating to a Credit Agreement dated December 11, 1998.                                                               
|2.b.i.3        |  | Supplemental Agreement dated May 25, 2001 with Credit Suisse First Boston as Arranger, Facility Agent, Syndication Agent, the Lenders named therein, and DLJ Capital Funding, Inc. as Security Agent relating to a
Credit Agreement dated December 11, 1998.                                                                  
|4.c.iv.1*      |  | 1998 Equity Incentive Plan of Trader.com N.V.                                                                                                                                                                                                                                                                                 
|4.c.iv.2*      |  | 1999 Option Plan of Trader.com N.V.                                                                                                                                                                                                                                                                                           
|4.c.iv.3*      |  | 2000 Option Plan of Trader.com N.V.                                                                                                                                                                                                                                                                                           
|8              |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                
|10.a.1*        |  | Employment Agreement effective as of January 1, 1999 between Trader.com N.V. and Mr. MacBain.                                                                                                                                                                                                                                 
|10.a.2*        |  | Management Services Agreement effective as of January 1, 1999 between Trader.com N.V. and Silk Pattern Ltd.                                                                                                                                                                                                                   
|10.a.3*        |  | Notice of Warrant Exercise by Trief Corporation S.A. and Oranje-Nassau Participaties B.V.                                                                                                                                                                                                                                     
|10.a.4*        |  | Memorandum of Understanding dated as of December 10, 1999 between Trader.com, John H. MacBain, Louise T. Blouin MacBain, Eric Teyssonnière de Gramont, Beachcave Corporation NV, Mirabridge
International BV, Leonid Makaron, Marianda AG, Trianna Investment Limited and Compagnie Générale d'Industrie et de Participations.
|10.a.5*        |  | Share Purchase Agreement between Trader.com N.V. and Floscule B.V. effective as of January 1, 2000 relating to the acquisition of Mirabridge International B.V.                                                                                                                                                               
|10.a.6*        |  | Registration Rights Agreement dated February 18, 2000 between Trader.com N.V., Floscule B.V., Oranje-Nassau Participaties B.V. and Trief Corporation S.A.                                                                                                                                                                     
|10.a.7*        |  | Shareholders Agreement dated as of February 18, 2000 as amended and restated as of March 16, 2000 among Trader.com N.V., Floscule B.V., Oranje-Nassau Participaties B.V. and Trief Corporation S.A.                                                                                                                           
|10.a.8*        |  | Acquisition Line and Mezzanine Agreement dated as of December 15, 1998 among Trader.com N.V. (fka HMI Shareholders Holdco N.V.) and the other parties thereto, as amended                                                                                                                                                     
|10.a.9*        |  | Share Purchase Agreement dated as of January 20, 2000 between Tivana Holding (B.C.) Inc. and Megan Abbott and Michael Abbott and 595361 B.C. Ltd. in its capacity as trustee of the Michael Abbot Spouse Trust and The
B.A.S.P. Buy & Sell Press Ltd.                                                                         
|10.a.10        |  | Agreement between Trader.com N.V. and Louise T. Blouin dated October 27, 2000.                                                                                                                                                                                                                                                

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

| | TRADER.COM N.V.
      (registrant)
| | ----------------------------------
| | By:                               
| | Name:                             
| | Title:                            

Date
: 29 June 2001

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