to AGM NetBooster SA 2016 Paris, June 20th 2016 N B Agenda 1. - - PowerPoint PPT Presentation

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to

AGM NetBooster SA 2016

Paris, June 20th 2016

Welcome

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1. Overview 2. Products & Services 3. Business Update 4. Financial Information 5. Outlook

Agenda

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Overview

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Company Overview (I)

€5.5m

EBITDA 2016e

GROSS MARGIN 2016e

€41m

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Company Overview (II)

14,8 € 5,3 € 5,0 € 4,5 € 4,6 € 1,9 € 1,1 € PPC DATA MEDIA SEO AFFILIATE DESIGN SOCIAL MEDIA 2 4 6 8 10 12 14 16 €m

• NetBooster was established in 1998 and is a pioneer in the digital marketing industry
• One-stop-shop for companies to implement the digital transformation of their

marketing, advertising, and communication processes

• Our business model is based on transparency and performance-based solutions
• Data has developed into the second biggest segment in the last 2 years

Gross Margin by Channel - 2015

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Achievements 2015 / 2016

• Produced record breaking results, with GM and EBITDA hitting their highest

levels ever

• Returned to top line gross margin growth in year-ended 2015
• Doubled the level of EBITDA within two years, following restructuring
• Won prestigious new clients on quarterly basis
• Successfully refinanced the Convertible Bond that came due in March 2016

(€10,7m)

• Secured an additional €10m capex facility for M&A led expansion
• Resumed M&A activity in earnest with the acquisition of Internet Advantage

(NL) and taking control of Media Diamond (ES)

• Took an important strategic step with the new PMX partnership in the US
• Developed a branding and marketing concept with a branding agency

(Kontrapunkt), which will be rolled out in September 2016

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Products & Services

What do clients expect from

NETBOOSTER

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We focus on large international Corporates

• They are looking for high quality across all digital performance and

branding channels

• They are asking us to deliver this high level of service on an EU, EMEA and

WW level on a daily base

• They request for dedicated team of vertical specialists and require

regular/consistent senior management attention

• They request that we tie their digital marketing strategy deeply into the Data

(DMP/DSP/Analytics) discussion to safe money or to spend it more efficiently as well as more transparent than our peers

We have won 6 large clients in 12 month

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• Worldwide
• All channels
• Centralized
• Since Q4/2015

International Key Clients and New Clients

• 70 markets
• PPC, SEO, Data
• Centralized
• Since 2012
• 90 markets
• All channels
• Semi-Decentralized
• Since 2008
• 8 markets
• PPC, Data
• Semi-Decentralized
• Since 2011
• 10+ markets
• All channels
• Centralized
• Since 2007
• 30 markets
• All paid channels
• Decentralized
• Extended in Q3/2015
• 40 markets
• All paid channels
• Decentralized
• Since Q2/2015
• 17 markets
• All channels
• Decentralized
• Since Q1/2015

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Focus on International Blue Chip Clients

Integrated global/local Fully centralised Decentralised Global Hubs

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How can we do better?

• Main reasons why we don’t succeed in Call for Tenders, that is, if we

don’t succeed

1. Geographical Coverage in APAC and LATAM 2. Client is too price driven by his procurement team 3. Trust in Brand is too low as NetBooster is not known across key decision makers in all our regions and key markets

• Main reasons why we loose clients, that is, if we loose them

1. Client is in financial turmoil 2. In-housing of projects or the entire topic with pure players 3. Key employees leave NB and the client relationship is with the employee

We need to work on Geo and Brand

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This is NetBooster today (Q1/2016)

Data Digital Social Web Mobile Email

USA EMEA MENA

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This is NetBooster tomorrow (in 2017+)

Website CRM Marketing Social Services eRetail Data Products Web Mobile Email Connected Objects Call Center Instore

USA LATAM EMEA MENA APAC

How do we enable

THIS CHANGE?

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The Challenge for our Clients

To deliver a personalised dialogue

Real Time All Channels All Devices

ANY

WHERE TIME DEVICES

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Our Solution

SEO

Social

CRM Crea tive BI PRM PAID OWNED EARNED DATA & ANALYTICS PPC Affili ate RTB

Combining all channels and… … add Vertical Know-How We design the digital strategy of our clients

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The NetBooster 3D Model (I)

Going beyond classical thinking:

think 3D

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The NetBooster 3D Model (II) 1D

Cover the brand territory

I am about to buy a product that you sell, and I am seriously considering your brand… and some others.

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The NetBooster 3D Model (III) 1D

Cover the brand territory

2D

Cover the product territory

I am about to buy a product that you sell, I don’t know your brand or I’m not especially considering it as a good solution…

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The NetBooster 3D Model (IV)

I am not currently looking for a product that you sell, but I can be interested in the near future…

1D

Cover the brand territory

2D

Cover the product territory

3D

Develop the reach

• f the Brand

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Example of Service Mix in the 3D model

• 3. Dimension: Gain market share

Target

• Users with potential

affinity

Objectives

• Generate a first contact

with the brand

Key figures

• Impressions and Share
• f Voice

SEA Generics

Broadcast on more products and generic keywords to maximize visibility

Display Audiences & Reach

Run on network and main categories to reach a huge amount of potential targets

Social Media

Reach and inspire potential target groups via Social Media activities

Video Marketing

Reach campaigns in YouTube, Vimeo but also with InStream Video AD’s in FB and Instagram

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Listen Process Talk

Website CRM Marketing Social Services Retail Open Data Products

Integrated (de-duped) data sets Examine the patterns in historical data and process Learn the characteristics of each audience type

Data Management Platform Machine Learning Web Mobile Email Connected Objects Call Center Instore

Putting technologie in the middel of it

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Business Update

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Core Services

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Key Services - Data at the centre of our work

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Regional Split

• Core market is Western Europe
• Growing opportunities outside Europe
• Focus on large accounts; no major dependence
• One of the few independent agencies left in Europe

8,9 € 4,4 € 11,8 € 7,0 € 3,2 € 2,0 € France UK DACH

• N. Europe
• S. Europe

EMEA 2 4 6 8 10 12 14 €m

Gross Margin by Region – 2015

MENA

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Employees by Country

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Key Clients

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NetBooster Profile

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Competitors

• The big advertising networks act

under their sub-brands (iProspect)

• Only Aegis, WPP and Publicis

compete with NetBooster and are of a comparable size

• Havas, IPG and Omnicom are not

competing with NB on a daily base

• All medium sized competitors have

disappeared from the map (100-300 employees)

• Therefore smaller agencies have the

space to develop (up to 50 employees)

• After reaching a certain size they get

bought by the Networks (e.g. Trakken)

Big 6 Media Networks Regional Players

Top 5 Performance Advertising Agencies 1.

Dentsu Aegis (iProspect)

2. WPP (MediaCom) 3. Publicis (Performics) 4. NetBooster / PMX 5 Havas Group

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Market Trends

• A convergence of channels and focus on pure performance
• A realisation amongst the client base that branding can also be performance driven
• A pent up demand amongst multinational companies for a full service provider

capable of delivering across product and geography

• The emergence of Facebook as a credible addition to Google
• Data is driving transparency and efficiency
• TV is big bucks for Digital as Video replaces traditional TV in certain consumer

clusters and the trend is growing

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Consumer Media Spending

Focus on Growth

• Industry backdrop provides fertile ground for growth
• Greater penetration of digital in media spending and consumption
• Performance marketing is taking over

100 200 300 400 500 600 700 800 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ bn Digital Traditional

• Partnership with the US opens up new possibilities
• New financial flexibility:
• Convertible Bond refinanced
• €10m available for growth
• Improved self-financing capabilities

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Strategic Summary published 2014

• 1,000+ employees
• Strong international footprint with local
• ffices in US, EMEA, MENA and APAC

by acquiring other mid sized agencies

• Focus on 400-450 large national

(40%) and global clients (60%)

• Position NetBooster as the best, most

innovative and biggest worldwide independent agency for digital growth and transition

• € 500m+ managed advertising budgets
• € 80m+ Gross Margin (GM)
• 20%+ GM/EBITDA ratio
• € 15m+ EBITDA

Agency Vision Financial Vision

Management Outlook for 2017+

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2015

• 22 Press Releases
• Coverage
• FR 142 articles
• DE 14 articles
• UK 5 articles

2016

• 28 Press Releases
• Coverage
• FR 47 articles
• DE 67 articles
• UK 21 articles

PR Activity At A Glance (I)

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PR Activity At A Glance (II)

EVENTS AWARDS

__________________________________________

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Future Branding (I)

Context

• Disparate recognition & value across markets for Group brands
• Negative brand reputation for NetBooster in some key markets – FR | UK

Objective

• Build globally recognised & credible brand to compete with ‘Big 6’ media

agencies

• To be known as the biggest independent global agency in our space

Action Taken

• Kontrapunkt agency selected to provide global brand analysis, strategy &

brand concepts

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Future Branding (II)

Feedback & Recommendations

• Stakeholder perceptions
• Clients happy with service & delivery
• Disconnect between who we are and market perception
• Business must communicate better & create trust
• One unified global master brand for maximum impact
• Future-proof brand strategy & architecture with the flexibility to retain

high value local brands in the immediate

• Accommodates future M&A
• Revised brand messaging & corporate visual identity selected to position

the group as: Global | Largest Independent Agency | ‘Big 6’ Competitor Safe Choice | Honest

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Marketing Strategy

Significant transformation required to overcome reputation handicaps & reflect Group

• ambitions. 2016 & 2017 as key years for marketing investment – to be sustained thereafter

2015

• Appointment of Kontrapunkt: Analysis & Recommendations | Concepts & Drafts

2016

• Refine concepts & positioning | Implementation & Communications Planning
• 3-4 month project pause to align PMX Agency with the Group: Products | Solutions

Offering | Messaging

• Build skilled & experienced marketing team
• Ask shareholders during an EGM in September to review the branding options
• Begin brand implementation & local launch campaigns

2017

• Complete brand implementation & shift to global campaigns
• Full year global marketing strategy - key focus on brand awareness, reach, recognition &

credibility

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Financial Information

Financial

Review 2015

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Results for 2015

• Record breaking results: €37.2m in GM; €5.5m in EBITDA
• Gross Margin (revenue without media billings and direct cost)

increase of 9% to achieve €37.2m

• Prestigious Client wins: Euromaster, Estée Lauder, Group SEB and

Dubai Parks & Resorts

• EBITDA increased from €4.4m to €5.5m (+25%) due to good

performance in all key locations in 2015

• Profitability up at 15% (2014: 13%)
• Net Profit of €2.6m: Representing a truer picture of the Group’s

financial health in IFRS

NetBooster achieved the target for 2015

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Gross Margin

• The benefits of the 2013/2014 restructuring exercise really started to flow through

to Gross Margin in 2015, with our strategic focus on international blue chip clients bearing fruit and growth hitting 9% year on year

• Management believes 2016 will continue in this vein as these and additional

regional and global corporate clients expand with us, along channel and geographic lines

• Furthermore, 2016 will also see further M&A led growth being added to the mix,

with 10%+ all-in growth in Gross Margin being earmarked by management

33,8 € 34,1 € 37,2 € 40,7 € 1% 9% 10% 0% 2% 4% 6% 8% 10% 12% 2013a 2014a 2015a 2016e 5 10 15 20 25 30 35 40 45 Growth Gross Margin (in €m)

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EBITDA

• Management's focus on profitable client relationships once again proved to be merited,

with 2015 EBITDA breaking all the records coming in at €5.5m, whilst profitability margins tended higher than at any time over the last number of years hitting 15%

• Management reiterate it’s view from earlier this year, that a minimum EBITDA of €5.5m

should be achievable for the Fiscal Year 2016

• This is a trade-off between ensuring a minimum level of profit was preserved and

investing in the Company's future growth prospects in the form of recruitment of recognized talent, building stronger brand recognition and awareness, and embedding

• ne business culture across the group

2,5 € 4,4 € 5,5 € 5,5 € 7% 13% 15% 14% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 2013a 2014a 2015a 2016e 1 2 3 4 5 6 EBITDA Margin EBITDA (in €m)

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Gross Margin per Segment (2013 – 2015)

0 € 2 000 € 4 000 € 6 000 € 8 000 € 10 000 € 12 000 € 14 000 € 16 000 € PPC SEO Media Data Affiliate Design Social Others 2013 2014 2015

€K

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Gross Margin per Region (2013 – 2015)

0 € 2 000 € 4 000 € 6 000 € 8 000 € 10 000 € 12 000 € 14 000 € France UK GER/CH N. Europe S. Europe Middle East 2013 2014 2015

€K

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EBITDA per Region (2013 – 2015)

0 € 500 € 1 000 € 1 500 € 2 000 € 2 500 € 3 000 € France UK GER/CH N. Europe S. Europe Middle East 2013 2014 2015

€K

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Profit and loss account (€m) IFRS 2014 2015 Change Gross Margin 34.1 37.2 +3.1 Staff Expenses 23.0 24.2 +1.2 Overheads 6.7 7.5 +0.8 EBITDA 4.4 5.5 +1.1 % of Gross Margin 12.8% 14.8% Amortisation

• 0.4
• 0.5
• 0.1

Other operating non current 0.1

• 0.7
• 0.8

EBIT (Operating Profit) 4.1 4.3 +0.2 Financial Results

• 1.8
• 0.5

+1.3 Profit Before tax 2.3 3.8 +1.5 Tax 0.4

• 1.2
• 1.6

Net profit (loss) 2.7 2.6

• 0.1

Consolidated Income Statement

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Income Statement Explanations

• Gross margin was up 9% in 2015, coming in at €37.2m versus €34.1m in
• 2014. Growth was particularly strong in Germany, UK and Spain on

geographical basis, whilst PPC and Media performed well on channel basis

• Additional acquisition of 40% in Media Diamond (Spain) and 100% of Internet

Advantage in Netherlands to extend the international footprint

• Consolidation of the Danish entities, from 2 to 1
• New subsidiary in Norway
• Conversion to IFRS to provide investors an other stakeholders the ability to

compare the financial performance of NetBooster.

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in €m 2014 2015 Net Profit 2.7 2.6 Non-Cash Compensation

• 0.3

0.4 Depreciation & Amortisation 0.3 0.6 Changes in working capital

• 3.5
• 0.4

Operating Cash Flow

• 0.9

3.2

Cash Flow generation

Cash generated to follow the development

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Cash Flow

in €m 2014 2015 Cash Flow from Operating Activities

• 0,9

3.2 Cash Flow from Investing Activities 0.5 Cash Flow from Financing Activities

• 2.1
• 2.7

Change in Cash

• 3.0

1.0

Positive cash flow

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in €m 2014 2015 2014 2015 Goodwill 24.9 26.4 Equity 15.3 18.6 Intangible Assets 0.4 0.4 Provisions 0.1 0.1 Tangible and Financial Assets 1.6 1.5 Convertible bonds 10.4 10.1 Trade and other Receivables 32.3 43.1 Borrowing 2.1 2.1 Other Receivables 1.7 1.7 Trade and Other Payables 28.9 41.1 Cash 5.6 7.1 Other payables 4.5 3.2 Differed income tax 2.6 2.7 Differed income 7.8 7.7 Total Assets 69.1 82.9 Total Liabilities 69.1 82.9

Consolidated Balance Sheet

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Balance Sheet Explanations

Share Capital Increases

• 18 convertible bonds were converted into 450k shares (+3.12% equity)
• 81,931 new shares were created for the management team linked to the

metapeople acquisition (deferred payment)

• 35,000 Free Shares were issued to various managers

Own Shares

• Liquidity contract: 78,103 (average €2.54)
• Share Buyback Programme: 503,003 (average €2.77)

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Profit and loss account (€m) French accounting standards 2014 2015 Change (€m) Gross Margin 9.8 8.7

• 1.1

Staff Expenses 7.8 6.9

• 0.9

Overheads 1.8 1.4

• 0.4

EBITDA +0.2 +0.4 +0.2 % of Gross Margin 2.4% 4.6% EBIT (Operating Profit) +0.1 +0.2 +0.1 Financial Results +4.9 7.1* +2.2 Profit Before tax +5.0 7.3 +2.3 Extraordinary Results

• 0.3
• 1.4
• 1.1

Tax (R&D credit) +0.4 +0.1 +0.3 Net profit (loss) +5.1 +6.0 +0.9

Statutory Income Statement

* Dividends received from subsidiaries 10,2M€

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in €m 2014 2015 2014 2015 Intangible Assets 4.4 4.4 Equity 28.9 36.3 Tangible and financial Assets 42.7 50.7 Provision for bonds 1.2 Receivables 13.0 18.9 Convertible bonds 10.0 9.0 Other Receivables 1.6 1.7 Other Debts 4.9 4.2 Payables 10.2 17.0 Cash 0.1 0.5 Other payables 3.5 4.6 Differed expenses 0.3 0.3 Differed revenue 4.6 4.2 Total Assets 62.1 76.5 Total Liabilities 62.1 76.5

Statutory Balance Sheet

Financial

UPDATE 2016

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Results for Q1/2016

in €m Q1/2013 Q1/2014 Q1/2015 Q1/2016 Gross Margin 8.3 8.5 8.4 8.9 EBITDA 0.3 0.7 0.9 0.8 % of Gross Margin 3.6% 8.2% 10.7% 9.0%

Solid financial results

• New international blue chip clients wins such as Crucial in the US and

Dubai Parks in MENA have been absorbed, from a Gross Margin perspective, by reduced budgets of existing clients (e.g. Bouygues; PSA)

• Increased marketing efforts reduced the EBITDA margin to 9%

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in €m 2013 2014 2015 Gross Margin 33.9 34.1 37.2 EBITDA 2.5 4,4 5.5 % of Gross Margin 7.5% 12.8% 14.8% Number of employees (average) 440 431 451 Net Debt 7.0 7.0 5.2 Enterprise Value 39.9 49.3 46,0 Enterprise Value / EBITDA 16.0x 11.2x 8.4x

NetBooster Valuation

Good performance in 2015 is not reflected in the share price

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New Euro PP and Amortizing Term Loan

• New facility replaced the Convertible Bond
• Healthy amortizing/bullet structure over the next 6 years
• Additional €10m for future growth. Need to undertake a capital increase of 10% of

existing share capital in order to draw down on the facility Tranche A1/B1 Key Terms and Conditions

• Tranche A1/B1:

A1: €5.35m / B1: €5m

• Product:

Euro PP

• Type:

Bullet

• Term:

6 years

• Interest:

6 Months Euribor (Floor: 0) + 4.3%

• Cash Impact:

Repayment: A1: 2022: €5.35m; B1: 2022: €TBD Tranche A2/B2 Key Terms and Conditions

• Tranche A2/B2:

A2: €5.35m / B2: €5m

• Product:

Term Loan

• Type:

Amortizing

• Term:

5 years and 9 months

• Interest:

6 Months Euribor (Floor: 0) + 2.1%

• Cash Impact:

Repayment: A2: 2016: €0K, 2017-2021: €1.07m p.a. B2: €TBD

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Capital Increase

• In order to avail of the €10m capex facility, the Company has to undertake a 10%

capital increase

• Equates to 1,667,257 shares
• NetBooster would stand to receive around €4m assuming today’s share

price

• Kepler started initial coverage of NetBooster in April, 2016
• Based on that a non-deal-related roadshow was organized in May, 2016
• The Board gave the management permission to start a formal process and
• rganize the capital increase on the back of investor feedback

Additional cash available €14m + Free CF

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M&A

M&A Deal No.1 (target identified)

• Performance Agency with 50-100 employees in Europe
• Focus on SEO and PPC
• Signing and closing in summer
• Initial payment of €6m; 2 years earn-out (€1m each year); GM: €5m ; EBITDA €1m

M&A Deal No.2 (target to be discussed)

• Performance Agency outside Europe
• Focus on PPC, SEO, Performance Display
• Signing and closing in H1/2017
• Initial payment of €4m; 2 years earn-out (€1m each year); GM: €4.8m; EBITDA €0.7m

M&A Deal No.3 (target to be discussed)

• Performance Agency outside Europe
• Focus on PPC, SEO, Performance Display
• Signing and closing in H2/2017
• Initial payment of €4m; 2 years earn-out (€1m each year); GM:5.0m; EBITDA €0.7m

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Additional Growth by M&A

2017 %

9.8m 25 1.7m 31

GM EBITDA

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Proposed Free Share Program

Resolution #10 AGM 2016

• Authorization granted to the board of directors to issue new or existing free shares
• Maximal nominal amount: 5% of the share capital, i.e. EUR83,362.85
• Maximal number of shares 833,628
• List of the beneficiaries and granting criteria to be determined by the Board,

among the employees of the company and the subsidiaries, and the managers

• f the Company.
• Acquisition period: minimum one year + one year of conservation period OR

two years without conservation period

• Global management team (around 30 employees) will participate in the program
• Hurdles has to be discussed with Remuneration Committee (e.g. EBITDA, Share Price)
• Depending on the hurdles a discount of around 40% can be used to recognize the costs

under IFRS

• HR cost (€2,20; 40% discount)
• 2016: around €275k
• 2017: around €550k
• 2018: around €275k

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Outlook

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Strategic Outlook 2016 – 2018

The Company is ready to grow significantly on an

• rganic and inorganic-level to achive the managements

2017+ vision 2016 to 2018 will be key years in repositioning the NetBooster brand globally by solving the US gap and by reaching into APAC and LATAM Our key objective: Build the largest and best independent global performance marketing agency supported by the best talents and most exciting clients

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“The material in this presentation is general background information about NetBooster SA, to date, prepared by NetBooster SA. This information is given in a summary form and does not purport to be complete. This presentation, including forecast financial information should not be considered as advice or recommendation to investors or potential investors in relation to acquiring, selling or transfer by any means NetBooster’s securities. Before acting on any information included into this presentation, one should consider the appropriateness of the information, any relevant offer document and especially should seek for independent financial

• advice. It is reminded that all securities involve financial risks.

This presentation may contain forward looking statements including statements regarding our intent, belief or current expectations with respect to NetBooster’s businesses and operations, market conditions, results of operation and financial condition, specific provisions and risk management practices. These statements are based on the current expectations and assumptions of NetBooster’s management and they are, therefore, subject to risks and

• uncertainties. Many factors can impact NetBooster’s results and performance, thus forecasts and

hypothetical examples are subject to uncertainty and contingencies outside NetBooster’s control. Results and performance can be materially different from any future results or performance that may be expressed or implied by the forward looking statements contained in this presentation. NetBooster does not undertake to implement any of the actions and operations that may be described in the forward looking statements. Moreover, we remind you that past performance is not a reliable indication of future performance.”

Disclaimer