INVESTOR PRESENTATION Focus on Organic Growth February 7, 2017 - PowerPoint PPT Presentation

INVESTOR PRESENTATION Focus on Organic Growth February 7, 2017

DISCLAIMER

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 3

COMPANY OVERVIEW + Founded in 1996, public since 2000, MDF.TO + Workforce of 450 employees + Connecting buyers & sellers through several platforms + FY2016 Revenue $73.0M, adj. EBITDA $28.6M, 39% + Market capitalization $268M* + Dividend $0.10/quarter *as at February 7, 2017 INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 4

LONG TERM VALUE CREATION METRICS Revenue Adjusted EBITDA 73,0 70,2 65,4 28,6 27,5 60,7 25,2 24,3 53,8 47,1 17,4 15,1 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 Cash flow from Operations Earnings per share 1,05 1,00 24,1 0,97 22,2 22,3 0,80 18,0 0,69 0,58 12,3 10,3 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 (in millions of CA$, except per share amounts | CAGR: compound annual growth rate ) INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 5

OUR MISSION Provide innovative and efficient E-commerce solutions

OUR BUSINESSES (AUTOMOTIVE AFTERMARKET) (JOB BOARD) (E-PURCHASING) (SUPPLY CHAIN) (DIAMONDS & JEWELRY) (CLASSIFIED ADS) (E-PURCHASING) (WINE & SPIRITS) (ONLINE DATING) (CONTRACT MANAGEMENT) (ELECTRONIC COMPONENTS) STRONGEST GROWTH POTENTIAL INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 7

FY2017 FOCUS ON ORGANIC GROWTH

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 9

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% *(Forrester Research, see appendix) INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 10

E-PURCHASING GROWTH STRATEGY A Focus on on-boarding buying organization & suppliers + Grow existing customers potential + Increase sales & marketing activities B Access to new productivity tools + Vendor qualification + Bid evaluation + Contract management + Business intelligence tools INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 11

CONTRACT LIFECYCLE MANAGEMENT Essential piece for MERX & BidNet for product evolution DOCUMENT DEVELOPMENT CONTRACT PERFORMANCE RFP BIDS EVALUATION AWARD MANAGEMENT MANAGEMENT VENDOR QUALIFICATION INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 12

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 13

SUPPLY CHAIN OFFERING Apparel & General Merchandise Unique Combined Offering Private Catalogue EDI Network Tier-1 VAN Automotive 90%+ Recurring revenues (75% US$) 3,000+ Retailers & suppliers Healthcare INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 14

SUPPLY CHAIN GROWTH STRATEGY 1 Increase focus on product data synchronization + More accurate, more secure real time data to buyers + More automation between retailers/suppliers 2 Cross sell between our EDI Network & Catalogue + Upsell new services 3 Promote our offering to SMBs + Increased demand for supply chain solutions INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 15

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 16

CONSUMER GROUP GROWTH STRATEGY 1 Broaden our service offerings as it relates to audiences’ needs: + LesPAC : Provide best in class shopping experience + Jobboom : Broaden footprint within the talent acquisition process + Réseau Contact : Introducing matching features to online personals 2 Revenue diversification 3 Increase marketing & promotion INVESTOR PRESENTATION | FOCUS ON ORGANIC GROWTH 17

PROCÈS-VERBAL FINANCIAL HIGHLIGHTS DE LA RÉUNION DU 2 JUIN 2016 Third quarter ended December 31, 2016

Q3 FY2017 HIGHLIGHTS + Revenues of $19.3M | +4% − ASC revenues $1.4M* + Adjusted EBITDA of $7.1M | 37% margin + Profit of $4.0M | $0.27 per share + Cash flow from operations of $5.1M * Net of the acquired deferred revenue adjustment to their fair value at the acquisition date: • FY2017 | Q2: ($0.3M), FY2017 | Q3: ($0.2M), FY2017 | Q4: nil INVESTOR PRESENTATION | THIRD QUARTER ENDED DECEMBER 31, 2016 19

QUARTERLY RESULTS 19,5 19,3 19,0 18,8 18,5 43% 42% 37% 37% 35% 8,1 8,0 7,1 7,0 6,6 4,9 4,5 4,0 3,7 2,5 Q3-FY16 Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Revenues Adjusted EBITDA Profit Adjusted EBITDA margin (in millions of CA$) INVESTOR PRESENTATION | THIRD QUARTER ENDED DECEMBER 31, 2016 20

FINANCIAL POSITION + Healthy balance sheet + Strong adjusted EBITDA margin + High cash flow from operations + Net debt / adjusted EBITDA @ 0.8X* + Liquidity of $57M + accordion feature of $40M* *Adjusted EBITDA of last 12 months, net debt as at December 31, 2016 *Accordion feature subject to lenders approval INVESTOR PRESENTATION | THIRD QUARTER ENDED DECEMBER 31, 2016 21

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 | THIRD QUARTER ENDED DECEMBER 31, 2016 22

OWNERSHIP + 15 million shares outstanding* − NCIB in place for an additional 250,000 shares + Alignment of interests − Directors & Officers owns 27.7% of all shares • Claude Roy, president & CEO, currently holding 23.6% + Team focused on creating value + Disciplined & prudent approach *January 3, 2017 INVESTOR PRESENTATION | THIRD QUARTER ENDED DECEMBER 31, 2016 23

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

BOARD OF DIRECTORS Claude Roy Gilles Laurin Chairman and CEO Chartered Accountant and Director of Corporations Michel Dubé Catherine Roy Consultant Executive Search, senior consultant Décarie Recherche André Gauthier Jean-François Sabourin President President and CEO André Gauthier Holding Inc. FinlogiK Inc. & JitneyTrade Inc. Gilles Laporte Director of Corporations MANAGEMENT TEAM Claude Roy Suzanne Moquin President and Chief Executive Officer Vice President, Consumers Solutions Paul Bourque Jean-Michel Stam Chief Financial Officer Vice President, Canadian Operations Hélène Hallak Stéphane Anglaret Vice President and General Counsel Vice President, Technology Mark Eigenbauer Camil Rousseau Vice President, US Operations Vice President, Research & Development INVESTOR PRESENTATION 25

APPENDIX

FORRESTER RESEARCH * INVESTOR PRESENTATION 27

MEDIAGRIF INTERACTIVE TECHNOLOGIES INC. 1111 St-Charles Street West, Suite 255 Longueuil, Québec Canada J4K 5G4 Toll Free: 877 677-9088 Phone: 450 449-0102 www.mediagrif.com Fax: 450 449-8725