INVESTOR PRESENTATION Focus on Organic Growth November 8, 2016 - - PowerPoint PPT Presentation

INVESTOR PRESENTATION

Focus on Organic Growth

November 8, 2016

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

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COMPANY OVERVIEW

+ Founded in 1996, public since 2000, MDF.TO + Workforce of 445 employees + Connecting buyers & sellers through several platforms + FY2016 Revenue $73.0M, adj. EBITDA $28.6M, 39% + Market capitalization $278M* + Dividend $0.10 / quarter

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

*as at November 7, 2016

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LONG TERM VALUE CREATION METRICS

15,1 17,4 25,2 24,3 27,5 28,6

FY11 FY12 FY13 FY14 FY15 FY16

Adjusted EBITDA

10,3 12,3 18,0 22,2 24,1 22,3

FY11 FY12 FY13 FY14 FY15 FY16

Cash flow from Operations

0,58 0,69 0,97 0,80 1,00 1,05

FY11 FY12 FY13 FY14 FY15 FY16

Earnings per share

47,1 53,8 60,7 65,4 70,2 73,0

FY11 FY12 FY13 FY14 FY15 FY16

Revenue

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

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

OUR MISSION

Provide innovative and efficient E-commerce solutions

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OUR BUSINESSES

(JOB BOARD) (CLASSIFIED ADS) (ONLINE DATING) (CONTRACT MANAGEMENT) (E-PURCHASING) (E-PURCHASING) (SUPPLY CHAIN) (AUTOMOTIVE AFTERMARKET) (DIAMONDS & JEWELRY) (WINE & SPIRITS) (ELECTRONIC COMPONENTS)

STRONGEST GROWTH POTENTIAL

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

FY2017 FOCUS ON ORGANIC GROWTH

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FY2017 | FOCUS ON ORGANIC GROWTH

Invest in highest growth potential platforms

+ E-Purchasing and contract management + 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 57,000 suppliers Recurring revenues: ~55%

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

*(Forrester Research, see appendix)

Organic growth:

FY16 vs. FY15 – 12 months

11%

FY17 vs. FY16 – 6 months

6%

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E-PURCHASING GROWTH STRATEGY Focus on on-boarding buying

• rganization & suppliers

A

+ Grow existing customers potential + Increase sales & marketing activities

Access to new productivity tools

B

+ Vendor qualification + Bid evaluation + Contract management + Business intelligence tools

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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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

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ASC ACQUISITION

+ In line with our growth strategy + Operate in fast growing market* + Generate ~70% of recurring revenues (50% in USD) + Provide cross selling, integration opportunities + 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 Network Tier-1 VAN

Automotive Healthcare Apparel & General Merchandise

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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

FY16 vs. FY15 – 12 months 11% FY17 vs. FY16 – 6 months 13%

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SUPPLY CHAIN GROWTH STRATEGY Increase focus on product data synchronization

1

+ More accurate, more secure real time data to buyers + More automation between retailers/suppliers

Cross sell between our EDI Network & Catalogue

2

+ Upsell new services

Promote our offering to SMBs

3

+ Increased demand for supply chain solutions

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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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 Revenue diversification

2

Increase marketing & promotion

3

Broaden our service offerings as it relates to audiences’ needs:

1

+ LesPAC: Provide best in class shopping experience + Jobboom: Broaden footprint within the talent acquisition process + Réseau Contact: Introducing matching features to online personals

INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH

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

Second quarter ended September 30, 2016

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Q2 FY2017 HIGHLIGHTS

+ Revenues of $19.5M | +9%

− ASC revenues $1.4M*

+ Adjusted EBITDA of $8.1M | 42% margin + Profit of $4.5M | $0.30 per share + Cash flow from operations of $5.9M

INVESTOR PRESENTATION | SECOND QUARTER ENDED SEPTEMBER 30, 2016

* Acquired deferred revenue adjustment to their fair value at the acquisition date:

• FY2017 | Q2: ($0.3M), FY2017 | Q3: ($0.2M), FY2017 | Q4: nil

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QUARTERLY RESULTS

(in millions of CA$)

INVESTOR PRESENTATION | SECOND QUARTER ENDED SEPTEMBER 30, 2016

18,0 18,5 18,8 19,0 19,5 7,5 8,0 6,6 7,0 8,1 5,1 4,9 2,5 3,7 4,5 42% 43% 35% 37% 42%

Q2-FY16 Q3-FY16 Q4-FY16 Q1-FY17 Q2-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 @ 0.9X* + Liquidity of $53M + accordion feature of $40M*

*Adjusted EBITDA of last 12 months, net debt as at September 30, 2016 *Accordion feature subject to lenders approval

INVESTOR PRESENTATION | SECOND QUARTER ENDED SEPTEMBER 30, 2016

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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 | SECOND QUARTER ENDED SEPTEMBER 30, 2016

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OWNERSHIP + 15 million shares outstanding*

− NCIB in place for an additional 250,000 shares

+ Alignment of interests

− Directors & Officers owns 27.4% of all shares

• Claude Roy, president & CEO, currently holding 23.3%

+ Team focused on creating value + Disciplined & prudent approach

*October 2016

INVESTOR PRESENTATION | SECOND QUARTER ENDED SEPTEMBER 30, 2016

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

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BOARD OF DIRECTORS

Claude Roy

Chairman and CEO

Gilles Laurin

Chartered Accountant and Director of Corporations

Michel Dubé

Consultant

Catherine Roy

Executive Search, senior consultant Décarie Recherche

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

Richard Lampron

Chief Operating Officer

Jean-Michel Stam

Vice President, e-Business networks

Paul Bourque

Chief Financial Officer

Stéphane Anglaret

Vice President, Technology

Hélène Hallak

Vice President and General Counsel

Camil Rousseau

Vice President, Research & Development

Mark Eigenbauer

Vice President, US Operations

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

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MARKET OPPORTUNITY (e-Purchasing)

$1 051 $1 136 $1 232 $1 333 $1 390 $1 381 $1 522 $742 $827 $916 $998 $1 039 $1 114 $1 182 $213 $250 $296 $336 $379 $432 $491 $141 $172 $231 $291 $311 $362 $409 $433 $488 $547 $598 $632 $690 $755 $190 $260 $294 $347 $401 $479 $557 $483 $547 $669 $769 $848 $1 073 $1 259 $174 $214 $269 $321 $362 $397 $446 $0 $1 000 $2 000 $3 000 $4 000 $5 000 $6 000 $7 000 2009 2010 2011 2012 2013 2014 2015 Supplier Risk and Performance Management Supplier Network Services Procurement EIPP Spend Analysis Contract Lifecycle Management (Buy Side) E-Sourcing E-Procurement

14% 14% 12% 7% 11% 12% $US Millions

INVESTOR PRESENTATION

*(Forrester Research)

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NOTE

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NOTE

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NOTE

INVESTOR PRESENTATION

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OWNERSHIP STRUCTURE

INVESTOR PRESENTATION | AUGUST 2016

Shares % of Total

Claude Roy 3,462,090 23.1% Directors and officers 766,213 5.1% Employees 193,390 1.3%

SUBTOTAL

4,416,874 29.5%

Institutional investors/Public 10,577,286 70.5%

TOTAL OUTSTANDING AS AT JULY 1ST 2016

14,998,979 100.0%

Repurchased 818,000 shares in last two years (5.2% of share capital).

Directors and officers own 28.2%. No stock option plan in place.

March 2013 Dec 2008 $306 M $28 M

Market Cap. Stock Price

$19.40 $2.00

‒ Acumen Capital Finance Partners ‒ Valeurs mobilières Banque Laurentienne ‒ Echelon Partners ‒ Desjardins ‒ National Bank ‒ GMP Securities L.P . ‒ Cormark Securities Analyst Coverage Market Cap. and share price up more than 10X

Why invest?

Quarterly dividend of $0.10

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Focus on Value Creation

Stock Performance

2009 2011 2013 $2 $5 $10 $20

WHY INVEST?

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Profitable business/Strong balance sheet 6X% Recurring revenue Generating good cash flows Growth potential Paying a dividend

ANALYST COVERAGE

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– A COMPLETER

Analyst Target Price 1 year

• Echelon
• Laurentian LBS
• Acumen
• National bank financial
• Cormark