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Copyright © 2019 Verimatrix, Inc. All Rights Reserved. Confidential. 1

October 2019

Amedeo D’Angelo, Chairman & CEO

Richard Vacher Detournière, GM & CFO

Investor Presentation


This presentation and the information it contains are not, and will not constitute or form part of an offer of securities or a solicitation for the purchase, subscription or sale of securities

of Verimatrix in the United States of America or any other jurisdiction where restrictions may apply. Securities of Verimatrix may not, directly or indirectly, be offered, sold, pledged or

otherwise transferred within the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities

Act”), it being specified that the securities of Verimatrix have not been and will not be registered under the U.S. Securities Act and that Verimatrix does not intend to register its

securities or conduct a public offering of its securities in the United States of America. Any public offering of Verimatrix securities would be made by means of a prospectus previously

approved by the AMF that contains detailed information about Verimatrix. This information is not intended for, and shall not be distributed, directly or indirectly, to persons who are

residents of or located in the United States of America, Canada, Japan or Australia. The disclosure, distribution and publication of this presentation may be restricted by law in certain

jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and comply with any such restrictions.

Verimatrix takes no responsibility for any violation of any restrictions by any person.

This presentation includes statements that are, or may be deemed to be, “forward-looking statements” and may include projections and estimates and their underlying assumptions,

statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and

statements regarding future performance of Verimatrix, if completed (the “Transaction”). These forward-looking statements are generally identified by the use of forward-looking

terminology, including terms such as “believe,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will” or “should,” and similar expressions, and include statements that Verimatrix

makes concerning the intended results of its strategy and of the completion of the Transaction. Although Verimatrix’s management believes that the expectations reflected in such

forward-looking statements are reasonable, Verimatrix cannot assure investors that these expectations will prove to be correct. Investors are cautioned that forward-looking

information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Verimatrix, that could cause actual

results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. No statement in this presentation is

intended as a profit forecast or estimate for any period. Persons receiving this document may not and should not rely on forward-looking statements. Past performance is not an

indicator of future results and the results of Verimatrix in this document may not be indicative of, and are not an estimate or forecast of, the future results of Verimatrix. The forward-

looking statements speak only as of the date hereof and, other than as required by applicable law, Verimatrix does not undertake any obligation to update or revise any forward-

looking information or statements.

For a more detailed description of the risks and uncertainties with respect to Verimatrix, please refer to the "Risk factors" section of the 2018 annual financial report filed with the AMF

on April 30, 2019, available on www.verimatrix-finance.com/en

Disclaimer

http://www.insidesecureverimatrix-finance.com/en

Business Overview


Feb. 28, 2019

Completion of

the acquisition

April 2019

New organization

in place

July 2019

New corporate

name to reflect

broader vision

Building

a major pure player

as a software-based

security solutions

2019: An intense year

Sept. 2019

Carve-out of

Silicon IP

division


To secure and enable the connected future

Our Vision:

Our Mission:

We enable success through trusted business

insights and friendly security

We promise to protect our customers’ most valuable digital assets and provide actionable business intelligence to enable success

Our promise to our customers:


Company Profile

1,200 Customers

113 Countries

GLOBAL PRESENCE

400+

EmployeesEstablished in 1995

2 Billion Devices Protected

TRUSTED BY


Verimatrix: Spanning multiple industries shifting

towards software and cloud-based security solutions

Financial

Institutions

Data

Center

Internet of Things

& Connected CarsEntertainment

OTT

Silicon IP serving the

expanded Entertainment

business

Data Analytics

Entertainment

Verimatrix

Silicon IP Secure Protocols

Code Protection

Content Protection


Markets Served

AUTOMOTIVE

Protecting automotive software. supporting the security of autonomous

vehicles

FINANCIAL

Securing mobile payments and online

financial services

DIGITAL CONTENT

Protection against piracy for all content in media

delivery process

INTERNET OF THINGS

Securing devices’firmware and keys from

various attacks

MOBILE

Latest mobile application protection

DATA & ANALYTICS

Business intelligence solutions to increase customers’ revenue

ENTERPRISE

Threat intelligence and real time risk analysis for

remote devices

SEMICONDUCTOR IP

Largest silicon-proven security IP portfolio to protect SoCs and ASICs


Verimatrix products for video content distribution

WHAT

Premium live & VOD content piracy tracking

WHY

Studios and premium live video providers

need to stop piracy in real time, and to track

pirated content for forensic purposes

HOW

Verimatrix patented client-side and server-

side video watermarking for OTT, IPTV and

DVB

WATERMARKING

WHAT

Proven security for valuable video content

WHY

Studios and content owners require

assurance that their content assets will not

be pirated; Video and TV operators need to

protect their service revenue

HOW

One-stop-shop for all content protection

needs, from the cloud service to the device

level; from linear TV Conditional Access

System (CAS) to over-the-top (OTT) DRM

VCASfor DVB Hybrid, IPTV & OTT


Verimatrix products for simple & secure authentication

WHAT

Simple cross-screen,

cross-technology authentication for video

service operators

WHY

simplify OTT subscribers’ login experience and

parental control to improve user experience

and increase transactional VoD revenue

HOW

Seamless QR code or SMS-based

authentication between different devices

& services. Remote parental control via mobile

app

MULTI-SCREEN

AUTHENTICATION

WHAT

Cross-standard authentication service to

replace passwords

WHY

Simplify users authentication and remote

authorization. Improve users engagement

and reduce dropouts

HOW

Mobile phone app authentication service

supporting multiple standards, including

FIDO biometric, to suite different products

capabilities and service needs

STRONG

AUTHENTICATION


Verimatrix products for mobile, IoT and automotive

WHAT

Protecting mobile applications, IoT and

automotive firmware from reverse engineering,

key extraction, and various other attacks

WHY

Hackers focus on hacking mobile apps,

automotive firmware and IoT devices. A hacked

application or device gives hackers access to

valuable business assets and users’ private

information

HOW

Easy-to-use 3 layers of code protection.

delivered as tools or SaaS

CODE

PROTECTION

WHAT

Visa and Mastercard certified mobile

payment service at the heart of mobile

payment wallets

WHY

Necessity for banks and merchants who

want to launch their own branded mobile

payment wallet and service

HOW

Complete mobile payments solution from the

cloud tokenization service, to the android

client, certified by Visa & Mastercard

MOBILE

PAYMENTS


Verimatrix data analytics products

WHAT

Video and TV subscribers’ business intelligence & data

exploration to increase users satisfaction, reduce churn

and optimize video content licensing costs

WHY

Many video and TV operators and have little visibility to

how subscribers use their service, and to the level of

their engagement. This can lead to higher churn and

wrong content licensing decisions

HOW

Anonymized user behavior data is collected from

different sources and analyzed by Verimatrix’s SaaS

service. Unlike other services, data is owned by the

customer and is not sold by Verimatrix to 3rd parties

Video Analytics

WHAT

Service providers enterprises want to monitor

the security of devices connected to their

cloud service

WHY

Assess the security of a device to decide in

real-time what assets and services are

available to that device

HOW

Assess the security risk of a mobile device

and app to determine the level of service and

data the device can access

ProtectMyApp

security analytics*

*Limited services functionality. Full commercial availability is expected in 2H’2020


Verimatrix Flexible Deployment

Verimatrix turnkey installation, with

24/7 global support to quickly

address any technical problem

Verimatrix

On-Premise

From video operators, OTT service providers, to banks

and mobile app developers, AWS based Verimatrix

secure cloud is at your service

Verimatrix

SaaS

We support our customer’s legacy on-prem operations with an easy

migration path to innovative and cost effective SaaS model


2019 key milestones: new organization, streamlining

and cost synergies plan fully implemented

Thorough review of targeted cost synergies plan;

New organization in place

Plan fully implemented: ahead of schedule

and with greater savings than anticipated

$12.5 million cost savings on an annual

basis starting 2020 ($7m for 2019 overall)

$12.5m $10m

Estimated cost

synergies when

announcing the

acquisition project

(Dec. 2018)

Updated cost

synergies p.a.

once fully

implemented

(as of July 2019)On going: build single company culture

Financials


Q3 and YTD 2019

$65.5 million: consolidated revenue in first 9 months of 2019, up 369% YoY

$74.1 million: pro forma1 adjusted1 revenue in first 9 months of 2019, up 5%

YoY

Q3 2019: delivered revenue comparable, overall, to last year and in line with

the historical seasonality of the new company

Operating expenses continued to decrease as expected, following the

completion of the streamlining of operations and the implementation of the cost

synergy plan in Q2

((1) See basis of preparation hereinafter, excluding Silicon IP business unit


Strong First half 2019 Results

$60.8 million: pro forma1 adjusted1 revenue in H1 2019

$10.0 million: pro forma EBITDA1 in H1 2019 (16.5% of revenue) up 68% vs H1 2018

New organization, streamlining and cost synergies plan fully implemented

Cost synergies expected to be $12.5 million on an annual basis, 25% above plan

Objectives upgraded:

• 2019: strong focus on integrating Verimatrix, Inc. and delivering higher cost synergies

• 2021: revenue of $150 million and EBITDA margin of 26.5%

((1) See basis of preparation hereinafter – including Silicin IP business


H1 2019: 68% growth of pro forma EBITDA year-over-year

in million $ H1 2019 H1 2018

Revenue 60,8 58,5

Adjusted gross profit 49,4 48,4

as % of revenue 81,3% 82,7%

Research and development expenses (16,8) (19,0)

Selling and marketing expenses (15,3) (17,1)

General and administrative expenses (11,1) (9,8)

Other gains / (losses), net (0,1) (0,1)

Total adjusted operating expenses (43,3) (46,0)

Adjusted operating income from continuing operations 6,1 2,4

as % of revenue 10,0% 4,1%

EBITDA 10,0 6,0

as % of revenue 16% 10%


H1 2019: IFRS net income impacted by one-off expenses and non-cash charges

in million $ H1 2019 H1 2018

EBITDA 14,0 3,2

Amortization and depreciation of assets (*) 2,9 0,5

Adjusted operating income/(loss) 11,1 2,7

Amortization and depreciation of assets acquired through business combinations (*) (2,5) (1,2)

Acquisition related expenses (2,9) (0,5)

Restructuring costs (4,5) -

Impairment of unused building (6,8) -

Share based payments (0,5) (0,3)

Operating income/(loss) (6,0) 0,8

Finance income/(losses), net (2,2) 1,4

Income tax expense 0,1 (0,4)

Net income/(loss) from continuing operations (i) (8,1) 1,8

Net income/(loss) from discontinued operations (ii) 1,7 -

Net income/(loss) (i) + (ii) (6,5) 1,8

(*) Items without cash impact

Sums may not equal totals due to rounding


H1 2019: cash generation reflecting operating performance

in million $ H1 2019 H1 2018

Cash generated by / (used in) operations before changes in working capital 6,4 2,1

Cash generated by / (used in) changes in working capital (15,7) 1,9

Interest received, net and Income tax (2,6) (0,4)

Net cash generated by / (used in) operating activities (11,9) 3,6

Cash flows used in investing activites, net (129,6) (0,1)

Cash flows from financing activities, net 108,3 -

Net increase in cash and cash equivalents (33,3) 3,5

Cash and cash equivalents at beginning of the period 47,4 45,9

Foreign exchange impact 0,0 (0,3)

Cash and cash equivalents at end of the period 14,1 49,1

Looking ahead


2019: Upgraded Business Profitability Outlook

(*) on a like-for-like basis by integrating only Verimatrix, excluding any acquisitions or disposals of businesses or companies. Including the full impact of the $12.5 million annual expected cost synergies from the combination of Inside Secure and Verimatrix. Target revenue and operating expenses are based on a dollar/euro exchange rate of $1.17, i.e. the conversion rate used for the operating budget for the year 2019.

Close the sale to Rambus

Anticipating strong business

activity in line with historical

seasonality and business pipeline

Strong focus on integrating Verimatrix

Delivering higher cost synergies($7m in 2019 and $12.5m on an annual basis)

Higher EBITDA* due to Verimatrix

incremental earnings & generation

of first cost synergies

2019 Q4 2019

Investing in the product offering to deliver future revenue growth with

innovative and award winning solutions such as ProtectMyApp or nTitleMe

Appendix


Basis of preparation

Inside Secure (renamed Verimatrix following shareholders vote on June 24, 2019) completed the acquisition of Verimatrix, Inc, on

February 28, 2019. Verimatrix (the “Company”) has prepared its results in accordance with IFRS (consolidated Verimatrix, Inc. starting

March 1, 2019).

The Company has also prepared unaudited pro forma results as if the acquisition of Verimatrix, Inc. had been completed on January 1st

to enable year-on-year comparison of the combined businesses while reflecting the new company organization implemented in April 2019.

Pro forma are deemed “adjusted” compared with IFRS since, consistent with the Company’s prior financial communications, they exclude

(i) non-recurring adjustments on revenue due to purchase accounting (deferred revenue), (ii) the amortization of intangible assets related

to business combinations, (iii) any potential goodwill impairment, (iv) share-based payment expense and (v) non-recurring costs

associated with restructuring and business combinations. See definitions in appendix hereof.

Consistent with prior communication in 2019, Verimatrix (the “Company”) has prepared its revenue in accordance with IFRS (which

account for 7 months of activity of Verimatrix, Inc. in 2019 year to date and nil in 2018). The Company has also prepared unaudited pro

forma revenue as if the acquisition of Verimatrix, Inc. had been completed on January 1st to enable year-on-year comparison of the

combined businesses. Pro forma are deemed “adjusted” compared with IFRS since, consistent with the Company’s prior financial

communications, they exclude non-recurring adjustments on revenue due to purchase accounting (deferred revenue); definitions of

adjusted measures are provided hereinafter.

Following Verimatrix announcement on September 11, 2019 of the execution of a binding agreement to sell its Silicon IP business unit

to Rambus Inc., the completion of the sale being considered highly probable and in accordance with IFRS 5, revenue from this

discontinued operation is no longer recognized in Verimatrix consolidated revenue. Figures for the previous periods, including 2018,

have been restated in a similar manner to allow for comparisons with the corresponding third-quarter and first nine months figures. Pro

forma revenue have been prepared in a similar manner. Silicon IP business had generated a revenue of $24.0 million in fiscal year 2018.


Supplementary non-IFRS financial information (adjusted measures)

Certain financial measures and performance indicators are presented on an adjusted basis. These indicators are not defined under IFRS; theyshould be considered to be supplementary information, not substitutable for any other indicators of operating and financial performance that are strictly accounting measures, such as those presented in the Group's consolidated financial statements

• Adjusted revenue is defined as revenue before non-recurring adjustments related to business combinations. It enables comparable revenue for 2018 and 2019. In 2018, the combined entities would have generated a pro forma adjusted revenue of $123.3 million and a pro forma revenue of $121.1 million as Verimatrix recorded $2.2 million of deferred revenue as at December 31, 2017 which, in accordance with IFRS, cannot be recognized in the year following the acquisition.

• Adjusted gross profit is defined as gross profit before (i) the amortization of intangible assets, (ii) any potential goodwill impairment, (iii) share-based payment expense and (iv) non-recurring costs associated with restructuring and business combinations and divestitureundertaken by the Company.

• Adjusted operating income/(loss) is defined as operating income/(loss) before (i) the amortization of intangible assets, (ii) any potentialgoodwill impairment, (iii) share-based payment expense and (iv) non-recurring costs associated with business combinations and divestiture undertaken by the Company.

• EBITDA is defined as adjusted operating income before depreciation, amortization and impairment losses not related to business combinations.

• Net cash/(debt) is defined as cash on hand, cash equivalents and short-term investments, less bank overdrafts, financial debt includingnotably obligations under IFRS 16 for finance leases, bank loans, private loans, and the debt component of the OCEANE convertible bonds.

(in million US$)

June 30,

2019

December 31,

2018

Cash and cash equivalents 14,1 47,4

Financial debts (lease commitmentrs under IFRS16) (8,7) -

Private loans (51,6) -

Convertible bonds (14,6) (14,2)

Other loans (0,4) (0,4)

Net Cash / (debt) (61,1) 32,8


H1 2019: balance sheet reflecting increased scope and acquisition financing

December 31, 2018:

$32.8m net cash*

June 30, 2019:

$61.1m net debt*(including convertible bonds

- OCEANE - and IFRS 16

leases)

(*) see definition in Appendix hereof

in million $

June 30

2019

December 31

2018

Goodwill and intangible assets 150,7 35,4

Property, plant & equipment 7,8 5,7

Other receivables 11,6 1,2

Total non current assets 170,1 42,3

Trade receivables 39,9 10,5

Other current receivables 15,8 4,3

Cash and cash equivalents 14,1 47,4

Total current assets 69,8 62,2

Total assets 239,9 104,5

Equity and retained earnings 123,5 70,4

Derivatives financial instruments 0,6 0,8

Borrowings 57,9 0,4

Convertible bonds at fair value 14,6 14,2

Other non current liabilities 2,2 2,2

Non current liabilities 75,3 17,6

Trade and other payables 18,6 9,0

Provisions for other liabilities and charges 4,3 3,6

Borrowings 2,7 0,2

Unearned revenues 15,4 3,7

Current liabilities 41,0 16,5

Total equity and liabilities 239,9 104,5

Investor information

Investor relationsRichard Vacher Detournière

GM & [email protected]

Media ContactKelly Foster

[email protected]

Financial calendar

FY 2019: March 4, 2020

mailto:[email protected]

mailto:[email protected]

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