Investors Presentation May 2012 Disclaimer Forward Looking - PowerPoint PPT Presentation

Investors Presentation May 2012

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 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 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 interactive e-commerce solutions to help our users 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 INITERACTIVE E-COMMERCE SOLUTIONS MARKETPLACE BUSINESS E-PROC. CONSUMER INDUSTRY 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 x Automotive Aftermarket x Diamonds & Jewelry x x x Classifieds / Ad / Deals 4

Reaching New Heights 55 50% 50.1 47.9 47.7 47.0 45% 46.0 45.7 45 40% 40% 35% 35% 35% 33% 35 32% 30% 27% 27% 25 25 25% 25% 20.0 20% 20% 15.3 13.6 12.7 15 12.6 12.5 12.4 15% 9.7 4.8 11% 4.5 4.0 9.8 10% 5.2 8.4 5 5.1 3.7 2.5 5% 2.0 2.2 -1.3 -5 0% * FY06 FY07 FY08 FY09 FY10 FY11 Q1FY12 Q2FY12 Q3FY12 Revenues EBITDA Net margin EBITDA margin % (CAD currency in Millions of $) * Before non recurring transaction costs of 1,5 Million 5

Focus on Value Creation Stock Performance Market Cap. Stock Price $16 $228 M $16.61 May 2012 $8 $28 M $2.00 Dec 2008 $1 2011 2012 2010 Dec 08 Value For Shareholders Value For Shareholders Increased Analyst Coverage ‒ Acumen Capital Finance Partners Market Cap. and share price up more than 10X ‒ Valeurs mobilières Banque Laurentienne ‒ GMP Securities L.P . Quarterly dividend of C$ 0.08 ‒ Cormark Securities ‒ National Bank 6

Building on Recurring Revenues Contractual Recurring Revenues 1% 4% 1% Membership (SaaS)* 67% Software (Right of use) 7% Recurring Rev. Transactional FY12 - 9 Months Maintenance Maintenance 19% 19% Value Added Services 45% Information Services 23% Advertising *Contract exceeding one year 7 7

Organic Growth Initiatives ‒ White Label E-Procurement Solution Reallocating FY13 resources on the following Government of Canada preferred solution organic growth opportunities: Canadian/U.S public & private sector adoption ‒ SaaS E-Commerce Solution ‒ MERX 4 Private tender and BI solution Currently utilized by Major North American client White label solution opportunities in other vertical markets ‒ InterTrade EDI solution ‒ Build on InterTrade EDI Market ‒ US Construction tender solution High growth in SMB Web EDI solutions market ‒ LesPAC 8 8 8

MDF Acquisition Criteria � 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 � Acquisition Targets Companies between $5 - $25 M in annual revenues Aligned to take advantage of our resources (Technical, Financial, HR) 9

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 Market Positioning (QC.) Revenue by Type 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 ads directed by Trader 272 corporation 202 Google 182 Online Marketplace Partnership Classifieds (Trader) Google contextual ads on LesPAC 135 Partnership Classifieds (Google AdSense) Advertising 79 10

LesPAC Acquisition - Funding Structure Funding Sources $Million % Mediagrif Cash $25 35.5% Term Loan $40 $47.5 65.5% Revolving Credit Facility* $7.5 Total Total $72.5 $72.5 100% 100% Net debt as of Dec. 31st 2011 $36 M *$20M Approved 11 11

Reaching New Heights Planes change. Values don’t. EBITDA Guidance FY2012 - $17.5M - $19.5M (Following LesPAC acquisition, not including acquisition related costs) 12

Management Team Claude Roy President and Chief Executive Officer Chief Operating Officer Richard Lampron Paul Bourque Chief Financial Officer Hélène Hallak Senior Vice President and General Counsel Mark Eigenbauer Vice President, US Operations Paul Saunders President, Merx Eric Phaneuf President, Intertrade Suzanne Moquin President, LesPAC Vice President e-Business networks Jean-Michel Stam Stéphane Anglaret Vice President, Technology Camil Rousseau Vice President, R & D 13

Ownership Structure Shares % of total 3,229,400 23.52% Claude Roy 698,182 5.09% Directors and Officers 166,697 1.21% Employees 4,094,279 29.82% Subtotal 5,940,672 43.27% Institutional Investors 3,694,324 26.91% Public 13,729,275 100% Outstanding shares 104,500 Options outstanding As of March 31 st 2012 14

Board Members Claude Roy Chairman and CEO Mediagrif Gilles Laurin André Courtemanche Chartered Accountant President and Chief Executive Officer Advisor and Director of corporations VIAVAR Capital Jean-François Sabourin Michel Dubé President and Chief Executive Officer Consultant FinlogiK Inc. Gilles Laporte André Gauthier Director of Corporation President André Gauthier Holding Inc. 15