RhythmOne plcFY2017 RESULTS 1 April 2016 to 30 March 2017

MAY 2017

2

FORWARD-LOOKING STATEMENTS This announcement contains (or may contain) certain forward-looking statements with respect to certain of RhythmOne’s plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. RhythmOne cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding RhythmOne's future financial position, income growth, impairment charges, business strategy, projected levels of growth in its markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations of RhythmOne and other statements that are not historical fact.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances,including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental andregulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond RhythmOne's control. As a result, RhythmOne's actual future results may differ materially from the plans, goals, and expectations set forth in RhythmOne's forward-looking statements.

Any forward-looking statements made herein by or on behalf of RhythmOne speak only as of the date they are made. Except as required by the FCA, AIM or applicable law, RhythmOne expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in RhythmOne expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

COPYRIGHT STATEMENT© 2017 RhythmOne, LLC. All rights reserved. All materials contained herein are the property of RhythmOne, LLC. and may only be used, copied or distributed with the express written permission of RhythmOne, LLC. Other products and companies referred to herein are the trademarks or registered trademarks of their respective companies or mark holders.

Safe Harbor & Copyright Statements

3

Overview

FUNDAMENTAL TRANSFORMATION COMPLETERobust Core product growth and complete Non-Core exit accelerate return to profitability

DEMONSTRATED FINANCIAL PERFORMANCEDelivered against all targets, returned to profitability, switched to cash generation mode

WELL DEFINED REVENUE MODELRevenue = Price x Fill Rate x Volume, known cost and growth drivers

CLASS-LEADING TECHNOLOGYUnified programmatic platform for engaged audiences at scale

STRUCTURAL SECTOR OPPORTUNITYOpportunity to build a credible, enduring and necessary alternative to super-majors

UNIQUE CONSOLIDATION PLATFORMTechnology, team and resources to lead industry consolidation in 2nd Coming of ad tech

4

FY2017 Review

FINANCIALS

• Transformation, profitability and growth

• Rev = Price x Fill Rate x Vol, GM: 36%, EBITDA: $1.4M

• 1 bps1 Fill ~$3M Revenue and ~$1M Adj. EBITDA

• Well defined growth and cost drivers

• Strong, debt free balance sheet with $75M+ net cash

COMPANY

• Connect Audiences, Brands, Content across Devices

• Leading 2nd Gen Mobile, Video, Programmatic provider

• Scalable unique, unified, uniform, full stack platform

• Tenured team with deep operating, M&A discipline

• Significant opportunities to accelerate growth

OPPORTUNITY

• Fragmented sector, with redundant offerings

• Revenue, profit scale critical to thrive and grow

• Industry shake-out, consolidation opportunity and need

• Urgency and need for credible, alternative platform

• Technology, team and resources to lead consolidation

1. Bps: 1 Basis Point or 0.01%

SECTOR

• Offline spend migration, 5x comparative growth rate

• Online spend projected to double to $117B in 3 years

• Mobile, Video, Programmatic remain fastest growing

• Programmatic dominant trading modality

• Accelerating consolidation for scale and relevance

5

Key Metrics1

REVENUE$175.4M$166.7M

OPEX$60.5M$73.4M

NET CASH3

$75.2M$78.5M

EMPLOYEES 320274

CORE$149.0M$116.0M

ADJ. EBITDA2

$1.4M($10.5M)

1. Figures are FY2017 (top) compared with FY2016 (bottom). 2. Before finance income and expense, taxes, depreciation and amortization, share based payment expense and exceptional costs. 3. Includes cash and cash equivalents, and marketable securities. Net cash grew half-on-half (H12017: $69.2M)

6

Core Growth, Non-Core Exit

Mobile

Video

Programmatic

NON-COREDesktop

Services

Technologies

CORE

CORE: CONTINUING OPERATIONS NON-CORE: DISCONTINUED OPERATIONS

48%70%

85%100%

52%30%

15%

FY2015 FY2016 FY2017 FY2018(E)

7

Revenue Model

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

Definitions:Volume: Total number of ad requests processed through the platform and available to monetizeFill: Proportion of ad requests actually monetized, based on filtering, targeting and availability of demandPrice: Weighted average price of inventory across all ad formats flowing through the platform

REVENUE PRICE FILL RATE VOLUME

8

KPIs1

FILL RATE: 1 BPS FILL ~$3M REVENUE, $1M PROFIT2

PRICE: AUDIENCES, DATA, QUALITY GUARANTEES, VIDEO, NATIVE, CTV

Metric H12016 H22016 FY2016 H12017 H22017 FY2017

VOLUME Billions 4,012.4 6,996.3 11,008.6 7,469.4 13,099.2 20,568.5

DESKTOP % - - - 51.3 42.5 45.7

MOBILE % - - - 48.7 57.5 54.3

FILL RATE % 1.69 0.62 1.01 0.58 0.31 0.41

PRICE $/CPM 0.93 1.22 1.04 1.54 2.01 1.76

REVENUE $62.9M $53.1M $116.0 $66.8 $82.3 $149.0

1. Continuing Operations (Core Products)2. Assuming price and volume remain constant

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Income Statement, Balance SheetINCOME STATEMENT ($M)

78.5

37.2

24.2 22.8 19.2 29.9

75.2

48.838.0 41.5

18.9

43.6

Cash Goodwill Intangibles Receivables Deferred Tax Trade Payables

31-Mar-16 31-Mar-17

BALANCE SHEET ($M)

166.7

100.4

40.0 25.1

11.7 (10.5)

175.4

112.3

30.1 20.8

10.9 1.4

FY-2016 FY-2017

Revenue Cost of Sales

Sales & Marketing

Research & Development General & Administrative Adjusted EBITDA

* Note: Excludes depreciation, amortization, share-based comp expense, and acquisition and exceptional items.

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EBITDA, Cash BridgeEBITDA BRIDGE – FY2017 ($M)

Net Loss Amortization, Depreciation *

Income Tax Credit / Finance Income

Share Based Compensation

Exceptional Costs Adjusted EBITDA

(18.7)

10.2 (1.2) 2.0

9.1 1.4

FY2017Beginning Cash

Adj EBITDA Exceptionals

Working Capital

Capital Development

Proceeds of disposals,

acquisitions and def consideration

Lease and Finance Obligations

FY2017 Ending Cash

78.5

75.2

(5.6)

10.8

(2.6)

0.8

(8.1)

1.4

CASH BRIDGE – FY2017 ($M)

* Purchase Intangibles Amortization $5.7m / Depreciation & Amortization $4.5m

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Financial ProfileREVENUE ($M)

Consensus1

Actual Consensus1

6.5 13.933.7

66.1

114.4

198.0

247.2215.0

166.7 175.4220.0

0

50

100

150

200

250

300

FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

1. FY2018 financials are based on Bloomberg consensus estimates as of May 2017.

ADJUSTED EBITDA ($M)

(11.5) (8.8)(4.4)

9.9 14.3

30.2 39.6

3.5

(10.5)

1.4

15.1

(20)(10)

0 10 20 30 40 50

FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

Actual

12

Sector Trends

Sources: Top-left, bottom-left – eMarketer, March 2017. Top-right – JMP Securities, "Internet & Digital Media," Jan 19, 2017. Bottom-right – eMarketer, April 2017.

US DIGITAL VIDEO AD SPEND, 2016-2020 ($B)

11

13

15

18

20

2016 2017 2018 2019 2020

US PROGRAMMATIC AD SPEND (2016-2019)

25

3339

46

73%

78%

82%84%

65%

70%

75%

80%

85%

0

10

20

30

40

50

2016 2017 2018 2019

Programmatic digital display ad spend ($B)

% of total digital display ad spend

US TOTAL AND DIGITAL AD SPEND, BY MEDIA, 2016-2021 ($B)

7283

94105

118129

71 73 75 76 78 80

52 51 51 50 50 50

2016 2017 2018 2019 2020 2021

Digital TV Traditional (ex. TV)

US DIGITAL AD SPEND BY DEVICE, 2016-2021 ($B)

3449

64

81

99

116

36 33 29 26 24 22

2016 2017 2018 2019 2020 2021

Mobile Desktop

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Product Focus

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

GROW UNIQUE

AUDIENCES

FORTIFY CORE

PLATFORM

EXPAND DEMAND

FOOTPRINT

UNIFIED PROGRAMMATIC PLATFORM FOR QUALITY, ENGAGED AUDIENCES, AT SCALE.

14Estimated monthly opportunities

Engaged Audiences at Scale

Owned353M+ Display1.6B+ Mobile1.3B+ Video

Extended

1,491B+ Display1,251B+ Mobile606.9B+ Video15B+ Native

Controlled

9.6B+ Display102.2B+ Mobile148.5B+ Video

RANK NETWORK/EXCHANGE UNIQUES REACH

1 Google Ad Network 199,126 91.0

2 Yahoo Audience Network 184,474 84.3

3 Conversant 177,078 80.9

4 RadiumOne 163,830 74.9

5 RhythmOne 160,007 73.1

RANKED

US

#5

Source for reach figures: RhythmMax platform, February, 2017.Source for Rankings: comScore US Display Ad Ecosystem, Media Metrix, May, 2017.

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Uniform Quality

INDUSTRY ASSOCIATIONS

RANKED

US

#2

RANKED

INTL.

#1

PRE-BID

POST-BID

SOURCE

USER

CREATIVE

PLACEMENT

DOMAIN

GLOBAL SELLER TRUST INDEX

Source: Pixalate’s Global Seller Trust Index, February, 2017.1. GIVT: General Invalid Traffic - Includes traffic identified through routine and list-based means of filtration—such as

bots, spiders, other crawlers; non-browser user agent headers; and pre-fetch or browser pre-rendered traffic. 2. SIVT: Sophisticated Invalid Traffic - Includes traffic identified through advanced analytics, multipoint corroboration,

human intervention—such as hijacked devices, ad tags, or creative; adware; malware; misappropriated content.

3RD PARTY VERIFICATION PARTNERS

RANK SELLER NAMEFINALSCORE

REACH SCORE

GIVT SCORE1

SIVTSCORE2

NETWORK SCORE

VIEWABILITYSCORE

MASKINGSCORE

1 Sovrn 94 A 96 A 91 A 94 B 91 A 96 A 99 A

2 RhythmOne 94 A 98 A 94 A 90 B 99 A 95 A 99 A

3 OpenX 94 A 97 A 92 A 92 B 90 A 93 A 99 A

4 Sonobi 93 A 97 A 95 A 85 B 88 A 86 B 99 A

5 UnderDog Media 93 A 89 B 96 A 96 A 85 B 93 A 98 A

RANK SELLER NAMEFINALSCORE

REACH SCORE

GIVT SCORE1

SIVTSCORE2

NETWORK SCORE

VIEWABILITYSCORE

MASKINGSCORE

1 RhythmOne 94 A 99 A 95 A 89 B 99 A 90 A 99 A

2 OpenX 94 A 97 A 94 A 90 B 88 A 89 A 99 A

3 PubMatic 93 A 96 A 93 A 89 B 88 A 88 A 98 A

4 Switch Concepts Limited 93 A 92 B 96 A 88 B 85 B 93 A 98 A

5 AppNexus 92 A 88 B 98 A 95 A 85 B 75 B 96 A

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Growth Vectors

INT’L

UNIQUE SUPPLY

DEMAND

FILL RATE

EMEA and APAC O&O, Controlled

PRICING

Video, Native Private Marketplaces Direct, Integrations

SIGNIFICANT ORGANIC AND ACQUISITION OPPORTUNITIES.

17

ConclusionsConnect audiences and brands through content across devices

Sector continues to evolve and is expected to grow to $117B/Yr1 over next 3 years

Focus on programmatic engine across channels and formats

Strong, well-understood growth and cost drivers

Scale, scope and reach across the digital advertising supply chain

Platform to lead sector consolidation

1. Source: US Digital Advertising Spend, eMarketer, RhythmOne Estimates

18

Appendix

19

Market Opportunity

DIGITAL ADVERTISING IS EXPECTED TO BECOME THE #1 ADVERTISING MEDIUM THIS YEAR AND GROW TO OVER $117B IN THE NEXT THREE YEARS1.

1. eMarketer comparative estimates for March 2017.

MEDIA AD SPEND

U.S.$206.8B1

WORLDWIDE$591.1B1

DIGITAL AD SPEND

WORLDWIDE$223.7B1

U.S. $83.0B1

Branding 42%Performance 58%

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Industry

CONNECT AUDIENCES AND BRANDS THROUGH CONTENT ACROSS DEVICES.

CONTENT

BRAND

DEVICE

AUDIENCES

21

Value FlowCONTENT

CONSUMERBRAND DEVICEMonetization

Audience

Content

Attention

Monetization Distribution

22

Fragmentation

Monetization

Audience

Content

Attention

Monetization Distribution

AUDIENCESDEVICESBRANDS

CONTENT

23

AUDIENCES

Ecosystem

PUBLISHERSBRANDS AGENTS

CONTENT

DEVICES

RhythmOneSUPPLYDEMAND

24

Programmatic Adoption

Source: Digiday, “State of the Industry: Programmatic TV is Up Next”, 2015.

DISPLAY86%

SOCIAL/NATIVE49%

MOBILE69%

VIDEO67%

TV24%

DIGITAL OUT OF HOME7%

25

Issues and Opportunities

Sources: Top-left – Kantar Media, "DIMENSION: Communication Planning in a Disrupted World," April 20, 2017 Top-right – Forrester Research, "Poor Quality Ads Cost US Marketers $7.4 Billion In 2016" as cited in press release, March 30, 2017. Lower – Ad Ops Insider, Jan-Oct, 2016.

CONSOLIDATION AND TRENDS (JAN-OCT, 2016)

TRANSACTIONS185

EST. VALUE

$158B+

Fighting Fake News is a Necessary and Urgent Task

— The Guardian

Ads Ran Before ISIS Videos— CNN Money

The Time for Advertisers to Embrace Artificial Intelligence is Now

— FORBES

Huge Levels Of Ad Fraud Found On Many Mobile Networks

— Adotas

Ad Blocking will Cost Publishers $27B by 2020

— CNBC

26

ATD: Agency Trading DesksDSP: Demand Side PlatformSSP: Supply Side Platform

Technology Platform

RG: RhythmGuard – traffic quality filterRMP: RhythmMax for PublishersDMP: Data Management Platform

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

A UNIFIED PLATFORM THAT CONSOLIDATES THE SUPPLY CHAIN TO DELIVER ENGAGED AUDIENCES AT SCALE.

SSP WEBSITESSP CONSUMEREXCHANGEATDBRAND AGENCY DSP NETWORK

TagManager

/SDK

Rhythm Guard

RhythmExchange

Analytics & Reporting

AdServer

DMP

RMP

27

RHYTHMMAX FOR ADVERTISERS

PERFORMANCE

FORECASTING

CREATIVES SAFETY

TARGETING

☂

SERVICESSECURITYOPTIMIZATIONAD SERVINGINFRASTRUCTURE

EXCHANGE TECHNOLOGY

RHYTHMMAX FOR PUBLISHERS

QUALITY

TRAFFICKING

PORTAL

YIELD

MONETIZATION

28

Continuing Operations

SUPPLY

Owned

Extended

Controlled

Direct

Programmatic

Network

DEMAND

Agency Services

Desktop Apps/Network

CORE

Non-Core

29

Fragmented Sector

Source: LUMA Partners, http://www.lumapartners.com/resource-center/RhythmOne Estimate

30

Scale and Scope

Source: LUMA Partners. Represents companies with over $100M/Yr in revenue.

31

Complete PlatformAUDIENCES474M Global Uniques 847B Desktop Opp/Month1,251B Mobile Opp/Month1,491B Display Opp/Month607B Video Opp/Month15B Native Opp/Month

BRANDSOver 500 top brands with campaigns across desktop and mobile video, display, social and native.

PUBLISHERS

Relationships with over 1,200 professional publishers.

DEVICESCross-screen advertising targetable across devices by individual or segment.

Source for scale figures: Global Uniques, Quantcast, May 2017; Opportunities – RhythmOne Platform, Monthly figures, 2017