RUE DU COMMERCE : PRESS RELEASE 28/11/2011 2011 / 2012 half-year results

P

R INTERIM REPORTING

2011/2012 first half-year results

S • Return of 1st half-year results into positive territory

o Profit from recurring operations: € 0.3 million

o New record level for gross margin: 17.9%

o Group share of net profit: € 0.2 million

• Excellent performance of La Galerie, both in terms of business volume and profitability

• Continued sound financial position, with a significant net cash

E position

L • Results in line with our annual target

E Saint-Ouen, 28 November 2011 - 5.45 pm

Commenting on these results, Gauthier Picquart declared: "Once again, the growing significance of La Galerie in the RueDuCommerce business model was highlighted during the first half of the year, both in terms of growth and profitability.

Furthermore, the Group's restructuring implemented in 2010 and a better product mix, supported by a revamped marketing platform, brought about a returned to growth in High Tech, despite a continued difficult market environment.

These strong results bolster RueDuCommerce's standing as a must-use brand in French e-commerce. Moreover, the website has been voted « Favourite website of French web users » for the second time for the purchase of technological products (Fevad/Médiamétrie's 2011 Favourite).

Against this favourable background for the Company, Altaréa Cogedim decided to launch a public takeover bid on RueDuCommerce's shares. This bid was unanimously recommended by the Group's Board of Directors at its meeting of 23 November 2011. "

On 23 November 2011, the Board of Directors of RueDuCommerce, chaired by Gauthier Picquart, Chairman and Chief Executive Officer, approved the financial statements for the first half of the 2011/12 financial year (1 April to 31 March 2011).

* See Glossary at end of document

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Main consolidated indicators (Summary financial statements attached as appendices)**

(€ millions) HY1

2011/2012

HY1

2010/2011

%

change

FY

2010/2011

Business volume* 172.1 162.5 5.9% 380.3

Sales 127.1 132.5 (4.1%) 312.4

Gross profit 22.8 22.2 2.2% 52.6

Gross profit / Sales 17.9% 16.8% 1.1 pp 16.8%

Profit from recurring operations 0.3 (0.4) 3.6

Other operating income and expenses 0.0 (2.0) (2.4) Net profit 0.2 (2.4) 1.2

Equity (end of period) 34.3 30.6 34.0

Net cash position 18.7 17.7 18.0

** These financial statements were subject to a limited review by the Statutory Auditors

2nd quarter sales: confirmation of positive trends noted in the 1st quarter

A detailed commentary on the sales data for the first half of 2011/2012 was included in our press release of 17 November 2011. Within a general business environment that remained difficult during the summer, during the second quarter La Galerie-related sales grew significantly and the Distribution division returned into positive territory, under the combined effect of the Group's restructuring carried out in 2010, an improved product mix and a revamped marketing platform, which offset a continuing difficult high tech market, particularly for brown goods.

As a result, following a 4.1% decline in 1st half consolidated sales to € 127.1 million, the business volume* grew by 5.9% to € 172.1 million, reflecting strong and steady growth in sales of La Galerie's partners (up 50.9% to € 48.9 million).

Improved profitability due to actions initiated and La Galerie's growing contribution

Gross profit was € 22.8 million. This accounted for 17.9% of sales, which was 1.1 percentage points higher than in the 1st half of the 2010/11 financial year, representing a historic high level for the Group. This operational performance was particularly due to the growing significance of La Galerie in the Group's business model and to revenues

generated by the advertising agency.

The average commission rate charged by La Galerie increased from 7.5% to 7.9% during the period. This data further confirms the Group's capacity to generate growth on two fronts, i.e. in business volume and the commission rate, thereby generating exponential growth in La Galerie's profitability.

* See Glossary at end of document

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External charges stabilised at € 13.7 million during two consecutive half-year periods. Personnel costs decreased by 7.7%, thus reflecting a year-on-year decline in the average workforce from 314 to 271 employees.

Profit from recurring operations was € 0.3 million, compared to a loss of € 0.4 million in the 1st half of the previous financial year.

Therefore, a net profit of € 0.2 million was achieved, compared to a net loss of € 2.4 million in the 1st half of the previous year.

At 30 September 2011, equity amounted to € 34.3 million, compared to € 30.6 million a year earlier. The net cash position was € 18.7 million. The Group remains debt-free.

Working capital requirements decreased by € 0.8 million during the first half. The net cash flow from operating activities was € 1.1 million, which was higher than the € 0.5 million achieved in the 1st half of 2010/11.

The net cash flow used in investing activities was stable compared to the same period of the previous year, at € 0.5 million, compared to € 0.6 million.

Outlook

The first half of the year showed a clear improvement in profitability, as well as a sales recovery.

The Christmas and New Year season, a key period for shaping up full-year profitability, looks promising despite depressed consumer spending in traditional retail:

- 3 million French people will make their first online purchase this Christmas

- The total value of gifts purchased online will significantly increase in 2011 compared to 2010.

Against this background, the Group confirms its full-year target.

Recent events relating to the draft takeover on the shares in RueDuCommerce launched by Altacom, recommended by the Board of Directors

On 23 November 2011, the Board of Directors of the Company held a meeting chaired by Gauthier Picquart with a view to reviewing the draft takeover bid and issue a qualified opinion on the whether the bid is in the interest of the Company, its shareholders and its employees, in accordance with the provisions of Article 231-19 of the AMF's General Regulations.

The draft prospectus in response to the bid is available on the AMF (www.amf- france.org) and RueduCommerce (www.rueducommerce.fr) websites and is available free of charge on request from RueduCommerce, 44-50 avenue du Capitaine Glarner,

93585 Saint-Ouen cedex, France and Natixis, 30, avenue Pierre Mendès France, 75013

Paris, France.

***

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Shareholders' agenda 2011-2012 (publication after close of trading)

26 January 2012: 3rd quarter sales

Glossary Business volume: includes consolidated sales of products and services distributed by the Company, plus sales of La Galerie's partners. Overall Group Traffic: the number of visits, i.e. the number of individual sessions initiated by all visitors to Group websites over the past 12 months.

About RueDuCommerce

Established 12 years ago, RueDuCommerce is the leading independent e-commerce Group quoted on the Paris Stock
Exchange.
The RueDuCommerce Group:
• Includes 4 flagship brands: RueDuCommerce.com, TopAchat.com, Clust.com and Alapage.com
• Was visited more than 170 million times over the past 12 months
• Has a customer base of more than 8 million
• Markets almost 2 million products from a product offering extending to High Tech, Beauty, Fashion, Electrical
Goods, Toys and Games, Sport, DIY and Cultural Goods.
As the only ISO 9001-certified after-sales-service French e-commerce website, RueDuCommerce was voted best high tech product website by web users in 2009.
The Group is listed on Compartment C of the NYSE Euronext Paris Stock Exchange
(ISIN: FR0004053338 - Ticker: RDC)
Please visit our website for more information: www.rueducommerce.com/corporate

Contacts

Investor Relations Press Relations Laurent Bertin - Chief Financial Officer Cécile Courtois [e-mail] [e-mail]

Arnaud Salla Agnès Gilbert
Quadrant Finance Eudoxie PR
Tel: [phone] Tel: [phone]
[e-mail] [e-mail]
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RueDuCommerce Group Consolidated income statement (€ thousands) Approved by the Board of Directors 6 months 12 months 6 months 30/09/2010 31/03/2011 30/09/2011

Net sales 132,487 312,445 127,051 of which Merchandise sales 123,620 290,783 116,705 of which Provision of services 8,867 21,662 10,346

Other revenue from ordinary activities 78 86 7

Purchases consumed (110,310) (259,941) (104,303) Gross profit 22,255 52,590 22,755

Personnel costs (7,211) (13,970) (6,656) External costs (13,598) (31,046) (13,731) Taxes and duties (614) (1,287) (574) Amortisation and depreciation charges (646) (1,424) (629) Impairment and net provision charges (654) (1,107) (751) Other income from ordinary activities 93 99 27

Other expenses from ordinary activities (55) (297) (187)

Profit/(loss) from recurring operations (429) 3,558 255

Other operating income 0 0 0

Other operating expenses (1,993) (1,992) 0

Operating profit/(loss) (2,422) 1,566 255

Income from cash and cash equivalents 32 175 119

Gross cost of financial debt 0 (2) (2)

Net financial income 32 173 118

Other financial income 72 170 38

Other financial expenses (114) (187) (79)

Pre-tax profit/(loss) (2,432) 1,723 331

Income tax 0 (566) (127)

Net profit/(loss) from continuing ordinary activities (2,432) 1,157 205

Profit from discontinued operations 0 0 0

Net profit/(loss) for the period (2,432) 1,157 205

Group share (2,432) 1,157 205

Minority interests

30/09/2010 31/03/2011 30/09/2011

Average number of shares outstanding 11,089,748 11,089,748 11,089,748

Earnings/(loss) per share (0.22) 0.10 0.02

Dilution: potential number of new shares 11,688,048 11,588,448 11,551.148

Diluted earnings/(loss) per share (0.21) 0.10 0.02

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RueDuCommerce Group Consolidated balance sheet (€ thousands) Approved by the Board of Directors

ASSETS 30/09/2010 31/03/2011 30/09/2011

Goodwill 91 91 91
Intangible assets 771 396 283
Property, facilities and equipment 1,385 1,124 1,086
Long-term investments 327 314 336
Deferred tax assets 117 105 112
Other non-current assets 0 0 0

NON-CURRENT ASSETS 2,691 2,030 1,908

Inventories 28,711 20,892 24,230
Trade receivables (net) 15,895 17,614 15,921
Other receivables and accruals 7,711 10,207 10,365
Cash and cash equivalents 17,684 18,035 18,742

CURRENT ASSETS 70,000 66,748 69,258

TOTAL ASSETS 72,691 68,777 71,166

EQUITY AND LIABILITIES 30/09/2010 31/03/2011 30/09/2011

Share capital 2,772 2,772 2,772
Share premium 23,551 23,346 23,440
Consolidated reserves 6,746 6,750 7,898
Net profit/(loss) for the period (2,432) 1,156 205

EQUITY 30,637 34,024 34,316

Financial debt (non-current portion) 0 0 0
Deferred tax liabilities 171 42 7
Provision for liabilities and charges 1,427 543 594
Other non-current liabilities 0 0 0

NON-CURRENT LIABILITIES 1,598 585 601

Financial debt (current portion) 24 42 96
Trade payables (net) 31,604 22,160 25,809
Other payables and accruals 8,829 11,965 10,345

CURRENT LIABILITIES 40,456 34,167 36,250

TOTAL EQUITY AND LIABILITIES 72,691 68,777 71,166

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RueDuCommerce Group Consolidated cash flow statement (€ thousands) Approved by the Board of Directors

30/09/2010 31/03/2011 30/09/2011

Consolidated net profit of companies included in Group structure (2,432) 1,156 205

Attributable to minority interests 0 0 0

Consolidated net profit/(loss), including portion attributable to minority

(2,432) 1,156 205

interests

+ / - amortisation, depreciation and provision charges 1,218 1,003 952
+ / - expense (income) relating to stock options 112 (82) 63
+ / - (capital gains (losses) on disposals 16 21 (8)
+ / - other income and expenses 0 0 0

Free cash flow after net cost of financial debt and income tax charge (1,085) 2,098 1,211

+ / - net cost of financial debt (32) 173 (119)
+ / - income tax charge (including deferred taxation) (increase)/decrease 0 567 127

Free cash flow before net cost of financial debt and income tax charge (1,117) 2,838 1,219

+ / - taxes paid/refunded 1,050 970 (920)
+ / - change in working capital requirements from operations 550 (2,628) 757

Net cash flow from operating activities 483 1,179 1,056

Purchase of PFE and intangible assets (553) (745) (479) Proceeds from disposal of PFE and intangible assets 0 50 0
Change in loans and advances granted (6) 7 (23)
+ / - impact of changes in Group structure 0 0 0

Net cash flow used in investing activities (559) (688) (501)

+ / - proceeds from issuance of share capital 0 0 0
- cash dividends paid to equity holders of the parent company 0 0 0
- cash dividends paid to minority interests 0 0 0
+ / - buyback of treasury shares (21) (31) 32
Lease repayments 0 0 0
+ / - translation adjustment 0 0 0
+ / - movements in current accounts 0 0 0
+ / - proceeds from new borrowings and repayment borrowings 0 0 0
Net financial income 32 (173) 119

Net cash flow from/(used) in financing activities 11 (205) 151

Total change in cash and cash equivalents (64) 287 705

Opening balance 17,748 17,748 18,036
Closing balance 17,684 18,036 18,742

Total change in cash and cash equivalents (64) 287 705

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