Investors Presentation November 2011 Disclaimer Forward Looking - PowerPoint PPT Presentation

Investors Presentation November 2011

Disclaimer Forward Looking Statements This presentation contains certain forward-looking statements with respect to the Company, including, without limitation, guidance on future earnings of 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 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 Assumptions: No significant change in the current value of CDN$ vs. US$ No significant increase or decrease in revenues and operating expenses Stable market conditions 2 2

Our Mission We connect Buyers and Sellers Provide innovative e-commerce solutions to help our clients maximize their reach and effectiveness. In doing so, we seek to create value for employees and shareholders E-Commerce Solutions Worldwide Client Base ‒ Private sector ‒ Marketplaces ‒ Public sector ‒ Procurement ‒ Consumers ‒ Business 3

Diversified Business Sectors E-COMMERCE SOLUTIONS MARKETPLACE BUSINESS CONSUMER INDUSTRY E-PROC. x Gov. Opportunities x Gov. Opportunities x x x Wine & Spirits x x Computer, IT & Telecom x Automotive Aftermarket x x Medical Equipment x Computer, IT & Telecom x Electronic Components x Supply Chain Collab. Automotive Aftermarket x x Diamonds & Jewelry 4

Return to Growth Management change Dec 08 55 50% 50.1 47.9 47.7 47.1 45% 46.0 45.7 45 40% 40% 35% 35% 32 33% 35 32% 30% 27% 27% 27% 25 25% 20.0 20% 20% 15.3 15 12.7 12.6 12.5 12.4 15% 9.7 11% 9.8 10% 5.2 4.5 4.0 8.4 5 5.1 3.7 2.5 2.2 2.0 5% -1.3 -5 0% FY06 FY07 FY08 FY09 FY10 FY11 Q1 FY12 Q2 FY12 (CAD currency in Millions of $) Revenues EBITDA Net margin EBITDA margin % 5

Organic Growth Initiatives ‒ White Label E-Procurement Solution Government of Canada preferred solution Canadian/U.S public & private sector adoption Government of Quebec E-Procurement solution opportunity (Bid Submitted. Awaiting Decision) ‒ SaaS E-Commerce Solution Currently utilized by Major North American client Currently utilized by Major North American client White label solution opportunities in other vertical markets ‒ Build on InterTrade EDI Market High growth in SMB Web EDI solutions market 6 6

Building on Recurring Revenues Contractual Recurring Revenues 1% 4% 1% Membership (SaaS)* 64% Software (Right of use) 7% Recurring Rev. Transactional FY12 - 6 Months Maintenance Maintenance 19% 19% Value Added Services 45% Information Services 23% Advertising *Software as a Service **Contract should exist for more than one year 7 7

Focus on Value Creation Stock Performance Market Cap. Stock Price $13 $189 M $13.80 Nov. 2011 $6 Dec 2008 $28 M $2.00 $1 2010 2011 Dec 08 Value For Shareholders Increased Analyst Coverage ‒ Acumen Capital Finance Partners Market Cap. and share price up more than 6X ‒ Valeurs mobilières Banque Laurentienne ‒ GMP Securities L.P . Quarterly dividend of C$ 0.08 ‒ Cormark Securities ‒ National Bank 8

LesPAC Overview Leading Classified Ad Website in Quebec Strong brand awareness 2.1 million registered members 1.8 million monthly unique visitors (30% of QC. online audience) Key Partnerships Revenue by Type Market Positioning (QC.) Mediative (Yellow Media Inc.) 13% Monthly Unique Visitors (in thousands) Advertisement agency 5% Responsible for managing display 2,271 advertisement on LesPAC 10% 1,769 Trader Corporation 262 72% LesPAC publishes Quebec vehicle dealer 272 ads directed by Trader corporation 202 Google 182 Online Marketplace Google contextual ads on LesPAC Partnership Classifieds (Trader) (Google AdSense) 135 Partnership Classifieds Advertising 79 9

LesPAC Acquisition MDF Acquisition Criteria LesPAC � North American Location � Ethical and Diversified Business Sectors � Strong Business Models High Profitability Recurring / Transactional Revenues SaaS (Software-as-a-Service) Sustainable competitive advantage � Web Based Solutions � FY12 Acquisition Targets Companies between $5 -$25 M in annual revenues Aligned to take advantage of our resources (Technical, Financial, HR) 10

Our Updated Portfolio E-COMMERCE SOLUTIONS MARKETPLACE BUSINESS CONSUMER INDUSTRY E-PROC. x Gov. Opportunities x Gov. Opportunities x x x Wine & Spirits x x Computer, IT & Telecom x Automotive Aftermarket x x Medical Equipment x Computer, IT & Telecom x Electronic Components x Supply Chain Collab. x Automotive Aftermarket x Diamonds & Jewelry New x x x Classifieds / Ad / Deals 11

LesPAC Acquisition - Funding Structure Funding Sources $Million % Mediagrif Cash $25 33.5% Term Loan $40 53.6% Revolving Credit Facility* $9.6 12.8% Total $74.6 100% Debt Projection Debt Projection $9.6 $3M in cash $5.4 available at all 2.1x 1.8x Free cash flow of approx. $30 M times 1.4x generated after dividends during the ����� ����� period ending 31 March 2016 0.9x ����� 0.4x ����� ����� 0.0x Dec 2011 2012 E 2013 E 2014 E 2015 E 2016 E Term Loan Revolver Debt / EBITDA *$20M Approved (CAD currency in Millions of $) 12 12

Reaching New Heights EBITDA Guidance FY2012 - $17.5M - $19.5M (Following LesPAC acquisition, not including acquisition related costs) Acquisition Accretive to Earnings 13

Management Team President and Chief Executive Officer Claude Roy Paul Bourque Chief Financial Officer Hélène Hallak Senior Vice President and General Counsel Mark Eigenbauer Senior Vice President (PSO, MEFX, MVI) Richard Lampron Richard Lampron Senior Vice President (TBF, POG, GWS, Carrus, Intertrade) Senior Vice President (TBF, POG, GWS, Carrus, Intertrade) Paul Saunders Senior Vice President (MERX, GCU, CBI) Stéphane Anglaret Vice President Technology Eric Phaneuf Vice President Business Development 14

Ownership Structure Shares % of total 2,875,900 21.0% Claude Roy 583,996 4.2% Directors and Officers 185,677 1.4% Employees 3,645,573 26.6% Subtotal 5,955,919 43.4% Institutional Investors 4,107,783 30.0% Public 13,709,275 100% Outstanding shares 124,500 Options outstanding As of Oct. 3 rd 2011 15

Board Members Claude Roy Chairman and CEO Mediagrif Gilles Laurin André Courtemanche Chartered Accountant President and Chief Executive Officer Advisor and Director of different corporations VIAVAR Capital Jean-François Sabourin Michel Dubé President and Chief Executive Officer Consultant FinlogiK Inc. Gilles Laporte André Gauthier Former Senior Vice President President Logibec André Gauthier Holding Inc. 16