INVESTOR PRESENTATION June 6, 2017 DISCLAIMER Forward-looking - - PowerPoint PPT Presentation

INVESTOR PRESENTATION

June 6, 2017

DISCLAIMER

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Forward-looking statement

This document contains certain forward-looking statements with respect to the Company. These forward- looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect us. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities

• legislation. All amounts are in Canadian dollars.

These assumptions include, without limitation:  No significant change in the current value of CAD$ vs. US$  No significant increase or decrease in revenues and operating expenses  Stable market conditions

INVESTOR PRESENTATION

OUR MISSION

Provide innovative and efficient E-commerce solutions

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COMPANY OVERVIEW

+ Founded in 1996, public since 2000, MDF.TO + Workforce of 450 employees + Revenue $77.7M, Adj. EBITDA $28.6M, 37% (FY17) + Market capitalization $230M* + Dividend $0.10/quarter

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

*as at June 6, 2017

6 $0,58 $0,69 $0,97 $0,80 $1,00 $1,05 $1,06 FY11 FY12 FY13 FY14 FY15 FY16 FY17

Profit par action

$10,3 $12,3 $18,0 $22,2 $24,1 $22,3 $23,7 FY11 FY12 FY13 FY14 FY15 FY16 FY17

Cash flow from Operations

15,1 17,4 25,2 24,3 27,5 28,6 28,6 FY11 FY12 FY13 FY14 FY15 FY16 FY17

Adjusted EBITDA

47,1 53,8 60,7 65,4 70,2 73,0 77,7 FY11 FY12 FY13 FY14 FY15 FY16 FY17

Revenue

LONG TERM VALUE CREATION METRICS

(in millions of CA$, except per share amounts | CAGR: compound annual growth rate)

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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OUR BUSINESSES

(JOB BOARD) (CLASSIFIED ADS) (ONLINE DATING) (CONTRACT MANAGEMENT) (E-PURCHASING) (E-PURCHASING)

STRONGEST GROWTH POTENTIAL

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH (SUPPLY CHAIN) (AUTOMOTIVE AFTERMARKET) (DIAMONDS & JEWELRY) (WINE & SPIRITS) (ELECTRONIC COMPONENTS)

FOCUS ON ORGANIC GROWTH

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FOCUS ON ORGANIC GROWTH

Invest in highest growth potential platforms

• E-Purchasing
• Supply Chain
• Consumers

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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E-PURCHASING OFFERING

E-purchasing Market: Double digit growth market* Merx (Canada): 2,000 buyers 70,000 suppliers BidNet (USA): 1,100 agencies 60,000 suppliers Recurring revenues: ~55%

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

*(Forrester Research, see appendix)

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E-PURCHASING GROWTH STRATEGY Monetize existing buyer relations through VAS A Grab new business with Source-to-Contract B

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

 Bid Evaluation  Contract Management  Vendor Performance Management  Develop the US enterprise market  Increase buyer stickiness through a broader offering

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CONTRACT LIFECYCLE MANAGEMENT

RFP BIDS AWARD CONTRACT MANAGEMENT PERFORMANCE MANAGEMENT VENDOR QUALIFICATION DOCUMENT DEVELOPMENT EVALUATION

Essential piece for MERX & BidNet for product evolution

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

Source-to-Contract

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ACQUISITION

 In line with our growth strategy  Operate in fast growing market*  Provide cross selling, integration opportunities  Generate ~70% of recurring revenues (50% in USD)  Asset purchase – May 31, 2016, $17.1M

*(CAGR 2010-2015 of 15% according to Forrester Research)

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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SUPPLY CHAIN OFFERING

Unique Combined Offering Private Catalogue EDI Business Network (VAN Tier-1)

Automotive Healthcare Apparel & General Merchandise

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

90%+ Recurring revenues (75% US$) 3,000+ Retailers & suppliers

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SUPPLY CHAIN GROWTH STRATEGY

• Help retailers address the challenges of the digital

transformation through our combined offering

• Introduce Web EDI for small vendors who need to

transact with retailers

• Increase Sales & Marketing efforts

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

Our solutions accelerate time-to-market, with richer and more standardized product data, that retailers can quickly promote on any sales channel, especially online.

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CONSUMER GROUP OFFERING

PRESENT IN KEY LIFE EVENTS & MOMENTS

 LesPAC: Buy & sell  Jobboom: Find a job & manage your career  Réseau Contact: Find love & build relationships

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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CONSUMER GROUP GROWTH STRATEGY

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

More Content more Traffic more Leads

Increase platform content

• Freemium model - March 1st

Monetize added content

• New visibility tools

Focus on SMB that wants to sell online

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CONSUMER GROUP GROWTH STRATEGY Evolution of the business platform to:

• Provide additional tools for the job seeker
• Improve recruitment process of the employer

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

PROCÈS-VERBAL DE LA RÉUNION DU 2 JUIN 2016 FINANCIAL HIGHLIGHTS

Year ended March 31st, 2017

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FY2017 HIGHLIGHTS

 Revenues of $77.7M | +6%

 ASC revenues - 10 months $4.2M*

 Adjusted EBITDA of $28.6M | 37% margin  Profit of $15.8M | $1.06 per share  Cash flow from operations of $23.7M

INVESTOR PRESENTATION | YEAR ENDED MARCH 31ST, 2017

* Net of the acquired deferred revenue adjustment to their fair value @ the acquisition date: $0.6M

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QUARTERLY RESULTS

(in millions of CA$)

INVESTOR PRESENTATION | YEAR ENDED MARCH 31ST, 2017

18,8 19,0 19,5 19,3 20,0 6,6 7,0 8,1 7,1 6,4 2,5 3,7 4,5 4,0 3,6 35% 37% 42% 37% 32%

Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Q4-FY17

Revenues Adjusted EBITDA Profit Adjusted EBITDA margin

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FINANCIAL POSITION  Healthy balance sheet  Strong adjusted EBITDA margin  High cash flow from operations  Net debt / adjusted EBITDA @ 0.7X*  Liquidity of $59M + accordion feature of $40M*

*LTM Adjusted EBITDA, Net debt as at March 31, 2017 *Accordion feature subject to lenders approval

INVESTOR PRESENTATION | YEAR ENDED MARCH 31ST, 2017

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M&A GUIDELINES  North American location  Ethical and diversified business sectors  Strong business models

– High profitability – Recurring | Transactional revenues – Sustainable competitive advantage

 Web technology  Acquisition target

– Companies between $5M - $25M in annual revenues – Aligned to take advantage of our resources (Technical, Financial, HR)

INVESTOR PRESENTATION | YEAR ENDED MARCH 31ST, 2017

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OWNERSHIP  14.9 million shares outstanding*  Alignment of interests

 Directors & Officers owns 28% of all shares o/s

• Claude Roy, President & CEO, currently holding 24%

*March 31st, 2017

INVESTOR PRESENTATION | YEAR ENDED MARCH 31ST, 2017

25 INVESTOR PRESENTATION

BOARD OF DIRECTORS

Claude Roy

Chairman and CEO

Gilles Laurin

Chartered Accountant and Director of Corporations

Michel Dubé

Consultant

Catherine Roy

President Gestion Catsachar Inc.

André Gauthier

President André Gauthier Holding Inc.

Jean-François Sabourin

President and CEO FinlogiK Inc. & JitneyTrade Inc.

Gilles Laporte

Director of Corporations

MANAGEMENT TEAM

Claude Roy

President and Chief Executive Officer

Suzanne Moquin

Vice President, Consumers Solutions

Paul Bourque

Chief Financial Officer

Jean-Michel Stam

Vice President, Canadian Operations

Hélène Hallak

Vice President and General Counsel

Stéphane Anglaret

Vice President, Technology

Mark Eigenbauer

Vice President, US Operations

Camil Rousseau

Vice President, Research & Development

APPENDIX

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FORRESTER RESEARCH

*

INVESTOR PRESENTATION

MEDIAGRIF INTERACTIVE TECHNOLOGIES INC.

1111 St-Charles Street West, Suite 255 Longueuil, Québec Canada J4K 5G4

www.mediagrif.com

Toll Free: 877 677-9088 Phone: 450 449-0102 Fax: 450 449-8725