Results PresentationFirst Half 2016

RNTS MEDIA

Sep 22, 2016Andreas Bodczek CEO

Heiner Luntz CFOZiv Elul COO

“These materials may contain forward-looking statements based on current assumptions and forecasts made by RNTS Media N.V.’smanagement and other information currently available to RNTS Media N.V. By their nature, forward-looking statements involve a number ofrisks, uncertainties and assumptions that could cause actual results, performance or events to differ materially from those expressed or impliedby the forward-looking statements. Statements contained in these materials regarding past trends or events should not be taken as arepresentation that such trends or events will continue in the future. Neither RNTS Media N.V. nor any other party is under any duty to updateor inform you of any changes, whether as a result of new information, future events or otherwise, to the information in these materials.Certain market data and financial and other figures (including percentages) in these materials were rounded in accordance with commercialprinciples. Figures rounded may not in all cases add up to the stated totals or the statements made in the underlying sources. For thecalculation of percentages used in the text, the actual figures, rather than the commercially rounded figures, were used. Accordingly, in somecases, the percentages provided in the text may deviate from percentages based on rounded figures. The financial information relating to theGroup contained in this document has not been audited or reviewed.No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. Norepresentation or warranty, expressed or implied, is given by or on behalf of RNTS Media N.V. or any of its affiliates, directors, officers oremployees, advisors or any other person as to the accuracy or completeness of the information or opinions contained in this document, and noliability whatsoever is accepted for any such information or opinions or any use which may be made of them. This document does notconstitute an offer to sell, or a solicitation of an offer to buy, any securities.”

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Disclaimer

by creating technology solutions for smarter ad monetization

Mission – Powering the App Economy

App Developer

Empower app developers and publishers to monetize their user base through in-app advertising

Comprehensive proprietary software, designed with the publishers’ needs in mind

Enable global advertisers to buy targeted audiences at scale

across ad formats and regions

Advertiser

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Highlights H1 2016Andreas Bodczek

› Strong top line growth: pro-forma gross revenues up 90% YoY to €95m

› Adjusted pro-forma EBITDA improvement by €3.5m to €-2.3m1

› Main growth drivers: Programmatic trading & Real-time bidding and Video advertising

› Inneractive revenues up +158% YoY to €35m

› Fyber RTB increased revenues more than twelve-fold YoY to €20m

› Revenue from video ad formats up +350% YoY

› Share of revenue from video ad formats more than doubled, making up 44% in H1 2016 on a pro-forma basis

51 Pro-forma financials as if Heyzap and Inneractive had been acquired on 1 January 2015Results adjusted to exclude separately disclosed items as explained in the notes to the consolidated financial statements

Highlights H1 2016 (1/2)

› Ziv Elul appointed as CEO designate and COO to capitalize on growth in RTB market, becoming CEO after transition period

› Andreas Bodczek to be appointed Group President after transition period, focusing on strategy, integration and new relationships

› Upgraded pro-forma gross revenue guidance from more than €160m to more than €185m for 2016

› Introduced guidance for 2017 with more than €240m in gross revenues

› EBITDA break-even expected on a run-rate basis by the end of 2017

› Placed €50m in convertible bonds by July as the final tranche of the €150m convertible bonds launched in 2015

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Highlights H1 2016 (2/2)

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RNTS Media’s Growth Strategy Along Three Dimensions

NativeBannerInterstitialRew. VideoOffer Wall

DMPAd ServingRTBMediationExchange

UtilityProductivityMessagingEntertainmentGaming

H2’14 H1’15 H2’15 H1’16 H2’16 2017

+ Rewarded Video + Interstitials + Banner, Native

Vert

ical

Ad

Form

atPl

atfo

rm

1-dimensional offering Organic & acquisition driven growth Full-stack offering

NativeBannerInterstitialRew. VideoOffer Wall

DMPAd ServingRTBMediationExchange

UtilityProductivityMessagingEntertainmentGaming

Expand Gaming market share

+ tap into Messaging, Entertainment

+ Productivity, Utility

+ add ad formats on Mediation & Exchange

+ RTB Exchange

+ Ad Serving

+ Expand ad formats per platform

App Vertical

Ad Format

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Acquisitions Supporting Accelerated Growth

Platform Services

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The Inneractive Solution

RTBEXCHANGE AND PRIVATE PIPES

MOBILE SSP PROGRAMMATICVIDEO

PUBLISHER VERTICALS News Entertainment Social/Messaging Utilities

INVENTORY 100% Mobile 630m MAUs 70% In-App >50% RTB 20% Video

AD UNITS Video Native Rich Media Display

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Inneractive at a Glance

FOUNDED

EMPLOYEES

50PRODUCT & R&D

PROFITABLE SINCE AUGUST 2015

EBITDA

2007

NEW YORK

LONDON

SAN FRANCISCO

LOCATIONS

RECOGNITION

TEL AVIV BEIJING

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Fyber and Inneractive - The Combined Vision

Ad serving Mediation SSP Exchange Private Pipes

COMPANIES ARE VERY COMPLEMENTARY IN THEIR PRODUCTS, CLIENT/PARTNER LISTS, CROSS-SCREEN ABILITIES AND MORE AT THE HEART OF KEY MARKET GROWTH TRENDS: MOBILE, RTB AND VIDEO

Full-stack solution Variety of ad units Rewarded video Offer wall Display Video Native

Complementary audience App developers Mobile web publishers ComScore 500 Mobile and desktop

publishers

› Fyber’s and Inneractive’s platform running separately in the short term

› Enabling cross-platform functionalities to leverage traffic on both platforms

› Unified corporate organization

› A single, unified brand and solution in the future

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Financials H1 2016Heiner Luntz

13All values in €m

Key Financials H1 2016 - Reported

Gross revenue Gross margin EUR EBITDA

15,9 16,719,6

28,926,2

33,6

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

5,6 5,5 5,77,5 7,3

9,3

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016 -3,0

-4,9 -6,2 -5,1 -4,4 -4,6

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

+83% H1 2016 YoY +50% H1 2016 YoY -14% H1 2016 YoY

14All values in €m, Pro-forma financials as if Heyzap and Inneractive had been acquired on 1 January 2015

Key Financials H1 2016 – Pro-forma

Gross revenue Gross margin EUR EBITDA

24,0 25,930,5

48,8

42,5

52,4

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

8,4 8,7 9,414,2 13,2

15,6

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016 -3,3 -5,0 -6,2

-3,6 -2,7 -2,8

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

+90% H1 2016 YoY +68% H1 2016 YoY +34% H1 2016 YoY

15All values in €m, Pro-forma financials as if Heyzap and Inneractive had been acquired on 1 January 2015Results adjusted to exclude separately disclosed items as explained in the notes to the consolidated financial statements

Key Financials H1 2016 – Pro-forma Adjusted

Gross revenue Gross margin EUR EBITDA

24,0 25,930,5

48,8

42,5

52,4

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

8,4 8,7 9,414,2 13,2

15,6

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016 -2,1 -3,6 -5,3

-1,0 -1,4 -0,9

Q12015

Q22015

Q32015

Q42015

Q12016

Q22016

+90% H1 2016 YoY +68% H1 2016 YoY +60% H1 2016 YoY

16Note: Total may differ from sum due to rounding

Pro-forma Separately Disclosed Items H1 2016

€m H1 2015 H2 2015 H1 2016

Discontinued operations (Big Star Global) -1.0 -13.4 1.6

Non-cash accounting charges for stock options, warrants etc. -1.3 -1.8 -1.3

Amortization of acquisition intangibles -3.7 -4.1 -3.8

Transaction costs related to acquisitions -0.3 -0.9 -1.8

Other non-recurring costs -1.1 -0.7 0.0

Related tax effects of the items listed above 0.0 0.7 0.0

Total -7.4 -20.1 -5.4

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Adjusted Pro-Forma Financial Results H1 2016

€m H1 2015 H2 2015 H1 2016 Change YoY

Revenue 49.9 79.3 94.8 90%

Gross margin % 34.4% 29.7% 30.3% -4.1 pp

Adjusted personnel costs -13.4 -18.4 -17.8 -32%

Adjusted other operating expenses -11.5 -14.5 -16.5 -43%

Adjusted other operating income 2.0 3.0 3.2 57%

Adjusted EBITDA -5.8 -6.4 -2.3 60%

Adjusted D&A -0.9 -0.7 -1.6 -75%

Net interest -0.5 -5.6 -7.5 n/m

Tax -0.3 5.1 -0.7 -174%

Adjusted loss after tax -7.4 -7.5 -12.1 -63%Adjusted basic loss per share from totaloperations in € -0.07 -0.06 -0.10 -43%

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Balance Sheet H1 2016 - Reported

€m 31 December 2015 30 June 2016

Goodwill 144.2 173.4Other intangible assets 13.8 16.4Property and equipment 2.2 2.1Non-current financial assets 0.7 30.2Trade and other receivables 23.2 41.9Other current financial assets 15.0 35.6Other current assets 3.0 1.2Cash and cash equivalents 79.1 8.2Total assets 281.2 309.0Equity 144.8 130.6Long-term borrowings 88.6 112.3Other non-current liabilities 0.7 14.6Trade and other payables 21.7 37.7Short-term employee benefits liabilities 17.5 11.3Other current liabilities 7.9 2.5Total equity and liabilities 281.2 309.0

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Cash Flow Statement H1 2016 - Reported

€m H1 2015 H1 2016Loss for the year before tax -10.3 -15.7Depreciation, amortization and impairment 2.0 3.2Changes in provisions, employee benefit obligations -3.8 -2.5Changes in working capital 6.3 -4.9Other 0.6 -0.4Net cash flow from operating activities -5.2 -20.3

Reclassification of cash deposit 0.0 -25.0Heyzap acquisition -10.5 -18.1Inneractive purchase price payment to escrow account 0.0 -30.0Purchases of property and equipment -0.2 -0.4Purchases, capitalization of intangible assets -1.0 -2.4Other 8.9 0.3Net cash flow from investing activities -2.8 -75.6

Net cash flow from financing activities 16.5 25.0Net changes in cash 8.5 -70.9

Cash at beginning of period 12.1 79.1Net changes in cash 8.5 -70.9Cash and cash equivalents at end of period 20.6 8.2

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Financing

› As of 30th June the Company held €8m of cash and €25m were classified under other financial assets – of which €10m were converted into cash in July

› €125m of Convertible Bonds had been placed already with an additional €25m settling on 8th and 20th July, which were fully applied to the Inneractive acquisition

› No bank facility was drawn at that time

› Inneractive holds a working capital line with Bank Leumi for $8.0m of which $2.5m are drawn

› Management expects that additional funding is required until cash flow break even is achieved to fund working capital growth, interest payments on the Convertible Bonds (€7.5m p.a.) and potential earn-outs of the Heyzap and Inneractive acquisitions

› Management is currently reviewing its options for further financing in the best interest of all stake holders

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OutlookAndreas Bodczek

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Clear Road to Profitability

EBITDA to reach break-even by the end of 2017, on a run-rate basis

› Adding profitable components

› Improve profitability of existing businessLeverage overhead across Group

› Scaling into profit

› Synergies

› Reduced non-recurring costs

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Summary

Solving key challenge for thousands of the world’s top publishers How to monetize their user reach

Strong position to benefit from key market growth trendsMobile, video, RTB among the key growth tech markets

Proprietary technologyGenerating lock-in with clients & barriers to entry

Fyber & Inneractive – Unique full-stack offeringSupply-side infrastructure across verticals & formats

› Positioned to benefit from market trends and confident for the future

› Continuous revenue growth translating into profit

› Growing into profitEBITDA guidance to reach break-even on a run rate basis by the end of 2017

€43m €64m €129m €185m €240m

2013 2014 2015 2016E 2017E

24Notes: Pro-forma numbers as if Heyzap and Inneractive had been acquired on 1 January 2015

Outlook

Pro-forma gross revenue: Actuals & Guidance

+48%

+100%

~ +43%

~ +30%

+ +

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Thank you!

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Back-up

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Reported Financial Results H1 2016

€m H1 2015 H1 2016 Change

Revenue 32.6 59.8 84%

Gross margin % 34.0% 27.8% -6.2 pp

Adjusted personnel costs -9.6 -13.4 -39%

Adjusted other operating expenses -8.9 -12.9 -44%

Adjusted other operating income 2.0 3.2 57%

Adjusted EBITDA -5.5 -6.4 -18%

Adjusted D&A -0.9 -1.5 -78%

Net interest -0.4 -3.5 n/m

Tax -0.2 -0.3 -80%

Adjusted loss after tax -6.9 -11.7 -70%Adjusted basic loss per share from total operations in € -0.06 -0.11 -83%

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Reported Financial Results – Quarterly Development

€m Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

Revenue 15.9 16.7 19.6 28.9 26.2 33.6

Gross margin EUR 5.6 5.5 5.7 7.5 7.3 9.3

Personnel costs -5.6 -5.2 -6.1 -8.8 -7.5 -7.0

Other operating expenses -4.8 -5.5 -6.2 -6.4 -7.7 -6.6

EBITDA -3.0 -4.9 -6.2 -5.1 -4.4 -4.6

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Pro-Forma Financial Results – Quarterly Development

€m Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

Revenue 24.0 25.9 30.5 48.8 42.5 52.4

Gross margin EUR 8.4 8.7 9.4 14.2 13.2 15.6

Personnel costs -7.4 -7.3 -8.3 -12.0 -9.8 -9.3

Other operating expenses -6.0 -6.8 -7.8 -8.3 -9.6 -8.7

EBITDA -3.3 -5.0 -6.2 -3.6 -2.7 -2.8

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Pro-Forma Adjusted Financial Results – Quarterly Development

€m Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

Revenue 24.0 25.9 30.5 48.8 42.5 52.4

Gross margin EUR 8.4 8.7 9.4 14.2 13.2 15.6

Adjusted personnel costs -6.6 -6.8 -8.0 -10.4 -9.1 -8.6

Adjusted other operating expenses -5.6 -5.9 -7.2 -7.3 -9.0 -7.6

Adjusted EBITDA -2.1 -3.6 -5.3 -1.0 -1.4 -0.9