NB

to

AGM NetBooster SA 2016

Paris, June 20th 2016

Welcome

NB 2

1. Overview

2. Products & Services

3. Business Update

4. Financial Information

5. Outlook

Agenda

NB 3

Overview

NB 4

Company Overview (I)

€5.5m

EBITDA

2016e

GROSS MARGIN

2016e

€41m

NB 5

Company Overview (II)

14,8 €

5,3 € 5,0 € 4,5 € 4,6 €

1,9 € 1,1 €

PPC DATA MEDIA SEO AFFILIATE DESIGN SOCIAL MEDIA

0

2

4

6

8

10

12

14

16

€m

NetBooster was established in 1998 and is a pioneer in the digital marketing industry

One-stop-shop for companies to implement the digital transformation of their

marketing, advertising, and communication processes

Our business model is based on transparency and performance-based solutions

Data has developed into the second biggest segment in the last 2 years

Gross Margin by Channel - 2015

Source: Netbooster

NB 6

Achievements 2015 / 2016

Produced record breaking results, with GM and EBITDA hitting their highest

levels ever

Returned to top line gross margin growth in year-ended 2015

Doubled the level of EBITDA within two years, following restructuring

Won prestigious new clients on quarterly basis

Successfully refinanced the Convertible Bond that came due in March 2016

(€10,7m)

Secured an additional €10m capex facility for M&A led expansion

Resumed M&A activity in earnest with the acquisition of Internet Advantage

(NL) and taking control of Media Diamond (ES)

Took an important strategic step with the new PMX partnership in the US

Developed a branding and marketing concept with a branding agency

(Kontrapunkt), which will be rolled out in September 2016

NB 7

Products & Services

What do clients expect from

NETBOOSTER

NB 9

We focus on large international Corporates

They are looking for high quality across all digital performance and

branding channels

They are asking us to deliver this high level of service on an EU, EMEA and

WW level on a daily base

They request for dedicated team of vertical specialists and require

regular/consistent senior management attention

They request that we tie their digital marketing strategy deeply into the Data

(DMP/DSP/Analytics) discussion to safe money or to spend it more

efficiently as well as more transparent than our peers

We have won 6 large clients in 12 month

NB 10

• Worldwide

• All channels

• Centralized

• Since Q4/2015

International Key Clients and New Clients

• 70 markets

• PPC, SEO, Data

• Centralized

• Since 2012

• 90 markets

• All channels

• Semi-Decentralized

• Since 2008

• 8 markets

• PPC, Data

• Semi-Decentralized

• Since 2011

• 10+ markets

• All channels

• Centralized

• Since 2007

• 30 markets

• All paid channels

• Decentralized

• Extended in Q3/2015

• 40 markets

• All paid channels

• Decentralized

• Since Q2/2015

• 17 markets

• All channels

• Decentralized

• Since Q1/2015

NB 11

Focus on International Blue Chip Clients

Integrated global/local Fully centralised

Decentralised Global Hubs

NB 12

How can we do better?

Main reasons why we don’t succeed in Call for Tenders, that is, if we

don’t succeed

1. Geographical Coverage in APAC and LATAM

2. Client is too price driven by his procurement team

3. Trust in Brand is too low as NetBooster is not known across key decision

makers in all our regions and key markets

Main reasons why we loose clients, that is, if we loose them

1. Client is in financial turmoil

2. In-housing of projects or the entire topic with pure players

3. Key employees leave NB and the client relationship is with the employee

We need to work on Geo and Brand

NB 13

This is NetBooster today (Q1/2016)

Data

Digital

Social

Web

Mobile

Email

USA EMEA MENA

NB 14

This is NetBooster tomorrow (in 2017+)

Website CRM

Marketing Social

Services eRetail

Data Products

Web

Mobile

Email

Connected

Objects

Call Center

Instore

USA LATAM EMEA MENA APAC

How do we enable

THIS CHANGE?

NB 16

The Challenge for our Clients

To deliver a personalised dialogue

Real Time All Channels All Devices

ANY WHERE

TIME

DEVICES

NB 17

Our Solution

SEO

Social

CRM

Creative

BI

PRM

PA

ID

OW

NE

D

EA

RN

ED

DATA & ANALYTICS

PPC Affiliate

RTB

Combining

all channels

and…

… add

Vertical

Know-How

We design the digital strategy of our clients

NB 18

The NetBooster 3D Model (I)

Going beyond classical thinking:

think 3D

NB 19

The NetBooster 3D Model (II)

1D Cover the

brand

territory

I am about to buy a product

that you sell, and I am

seriously considering your

brand… and some others.

NB 20

The NetBooster 3D Model (III)

1D Cover the

brand

territory

2D Cover the product

territory

I am about to buy a product

that you sell, I don’t know your

brand or I’m not especially

considering it as a good

solution…

NB 21

The NetBooster 3D Model (IV)

I am not currently looking for a

product that you sell, but I can

be interested in the near

future…

1D Cover the

brand

territory

2D Cover the product

territory

3D Develop the reach

of the Brand

22

Example of Service Mix in the 3D model

3. Dimension: Gain market share

Target

• Users with potential

affinity

Objectives

• Generate a first contact

with the brand

Key figures

• Impressions and Share

of Voice

SEA Generics

Broadcast on more products and generic

keywords to maximize visibility

Display Audiences & Reach Run on network and main categories to reach

a huge amount of potential targets

Social Media Reach and inspire potential target groups via

Social Media activities

Video Marketing Reach campaigns in YouTube, Vimeo but also

with InStream Video AD’s in FB and Instagram

NB 23

Listen Process Talk

Website CRM

Marketing Social

Services Retail

Open

Data Products

Integrated (de-duped) data sets

Examine the patterns in historical data and

process

Learn the characteristics of each audience

type

Data

Management

Platform

Machine

Learning

Web

Mobile

Email

Connected

Objects

Call Center

Instore

Putting technologie in the middel of it

NB 24

Business Update

NB 25

Core Services

NB 26

Key Services - Data at the centre of our work

NB 27

Regional Split

Core market is Western Europe

Growing opportunities outside Europe

Focus on large accounts; no major dependence

One of the few independent agencies left in Europe

8,9 €

4,4 €

11,8 €

7,0 €

3,2 €

2,0 €

France UK DACH N. Europe S. Europe EMEA

0

2

4

6

8

10

12

14

€m

Gross Margin by Region – 2015

Source: Netbooster

MENA

NB 28 NB

Employees by Country

NB 29

Key Clients

NB 30

NetBooster Profile

NB 31

Competitors

The big advertising networks act

under their sub-brands (iProspect)

Only Aegis, WPP and Publicis

compete with NetBooster and are of

a comparable size

Havas, IPG and Omnicom are not

competing with NB on a daily base

All medium sized competitors have

disappeared from the map (100-300

employees)

Therefore smaller agencies have the

space to develop (up to 50 employees)

After reaching a certain size they get

bought by the Networks (e.g. Trakken)

Big 6 Media Networks Regional Players

Top 5 Performance Advertising Agencies

1. Dentsu Aegis (iProspect)

2. WPP (MediaCom)

3. Publicis (Performics)

4. NetBooster / PMX

5 Havas Group

NB 32

Market Trends

A convergence of channels and focus on pure performance

A realisation amongst the client base that branding can also be performance driven

A pent up demand amongst multinational companies for a full service provider

capable of delivering across product and geography

The emergence of Facebook as a credible addition to Google

Data is driving transparency and efficiency

TV is big bucks for Digital as Video replaces traditional TV in certain consumer

clusters and the trend is growing

NB 33

Consumer Media Spending

Source:NetBooster, McKinsey & Company Global Media Report 2015

Focus on Growth

Industry backdrop provides fertile ground for growth

Greater penetration of digital in media spending and consumption

Performance marketing is taking over

0

100

200

300

400

500

600

700

800

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

$ b

n

Digital

Traditional

Partnership with the US opens up new possibilities

New financial flexibility:

Convertible Bond refinanced

€10m available for growth

Improved self-financing capabilities

NB 34

Strategic Summary published 2014

1,000+ employees

Strong international footprint with local

offices in US, EMEA, MENA and APAC

by acquiring other mid sized agencies

Focus on 400-450 large national

(40%) and global clients (60%)

Position NetBooster as the best, most

innovative and biggest worldwide

independent agency for digital growth

and transition

€ 500m+ managed advertising budgets

€ 80m+ Gross Margin (GM)

20%+ GM/EBITDA ratio

€ 15m+ EBITDA

Agency Vision Financial Vision

Management Outlook for 2017+

NB 35

2015

22 Press Releases

Coverage

FR 142 articles

DE 14 articles

UK 5 articles

2016

28 Press Releases

Coverage

FR 47 articles

DE 67 articles

UK 21 articles

PR Activity At A Glance (I)

NB 36

PR Activity At A Glance (II)

EVENTS

AWARDS

__________________________________________

NB 37

Future Branding (I)

Context

Disparate recognition & value across markets for Group brands

Negative brand reputation for NetBooster in some key markets – FR | UK

Objective

Build globally recognised & credible brand to compete with ‘Big 6’ media

agencies

To be known as the biggest independent global agency in our space

Action Taken

Kontrapunkt agency selected to provide global brand analysis, strategy &

brand concepts

NB 38

Future Branding (II)

Feedback & Recommendations

Stakeholder perceptions

Clients happy with service & delivery

Disconnect between who we are and market perception

Business must communicate better & create trust

One unified global master brand for maximum impact

Future-proof brand strategy & architecture with the flexibility to retain

high value local brands in the immediate

Accommodates future M&A

Revised brand messaging & corporate visual identity selected to position

the group as:

Global | Largest Independent Agency | ‘Big 6’ Competitor

Safe Choice | Honest

NB 39

Marketing Strategy

Significant transformation required to overcome reputation handicaps & reflect Group

ambitions. 2016 & 2017 as key years for marketing investment – to be sustained thereafter

2015

Appointment of Kontrapunkt: Analysis & Recommendations | Concepts & Drafts

2016

Refine concepts & positioning | Implementation & Communications Planning

3-4 month project pause to align PMX Agency with the Group: Products | Solutions

Offering | Messaging

Build skilled & experienced marketing team

Ask shareholders during an EGM in September to review the branding options

Begin brand implementation & local launch campaigns

2017

Complete brand implementation & shift to global campaigns

Full year global marketing strategy - key focus on brand awareness, reach, recognition &

credibility

NB 40

Financial Information

Financial

Review 2015

NB 42

Results for 2015

Record breaking results: €37.2m in GM; €5.5m in EBITDA

Gross Margin (revenue without media billings and direct cost)

increase of 9% to achieve €37.2m

Prestigious Client wins: Euromaster, Estée Lauder, Group SEB and

Dubai Parks & Resorts

EBITDA increased from €4.4m to €5.5m (+25%) due to good

performance in all key locations in 2015

Profitability up at 15% (2014: 13%)

Net Profit of €2.6m: Representing a truer picture of the Group’s

financial health in IFRS

NetBooster achieved the target for 2015

NB 43

Gross Margin

The benefits of the 2013/2014 restructuring exercise really started to flow through

to Gross Margin in 2015, with our strategic focus on international blue chip clients

bearing fruit and growth hitting 9% year on year

Management believes 2016 will continue in this vein as these and additional

regional and global corporate clients expand with us, along channel and

geographic lines

Furthermore, 2016 will also see further M&A led growth being added to the mix,

with 10%+ all-in growth in Gross Margin being earmarked by management

33,8 € 34,1 € 37,2 €

40,7 €

1%

9% 10%

0%

2%

4%

6%

8%

10%

12%

2013a 2014a 2015a 2016e

0

5

10

15

20

25

30

35

40

45

Gro

wth

Gro

ss

Marg

in (

in €

m)

NB 44

EBITDA

Management's focus on profitable client relationships once again proved to be merited,

with 2015 EBITDA breaking all the records coming in at €5.5m, whilst profitability

margins tended higher than at any time over the last number of years hitting 15%

Management reiterate it’s view from earlier this year, that a minimum EBITDA of €5.5m

should be achievable for the Fiscal Year 2016

This is a trade-off between ensuring a minimum level of profit was preserved and

investing in the Company's future growth prospects in the form of recruitment of

recognized talent, building stronger brand recognition and awareness, and embedding

one business culture across the group

2,5 €

4,4 €

5,5 € 5,5 €

7%

13%

15% 14%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

2013a 2014a 2015a 2016e

0

1

2

3

4

5

6

EB

ITD

A M

arg

in

EB

ITD

A (

in €

m)

NB 45

Gross Margin per Segment (2013 – 2015)

0 €

2 000 €

4 000 €

6 000 €

8 000 €

10 000 €

12 000 €

14 000 €

16 000 €

PPC SEO Media Data Affiliate Design Social Others

2013

2014

2015

€K

NB 46

Gross Margin per Region (2013 – 2015)

0 €

2 000 €

4 000 €

6 000 €

8 000 €

10 000 €

12 000 €

14 000 €

France UK GER/CH N. Europe S. Europe MiddleEast

2013

2014

2015

€K

NB 47

EBITDA per Region (2013 – 2015)

0 €

500 €

1 000 €

1 500 €

2 000 €

2 500 €

3 000 €

France UK GER/CH N. Europe S. Europe MiddleEast

2013

2014

2015

€K

NB 48

Profit and loss account (€m)

IFRS 2014 2015 Change

Gross Margin 34.1 37.2 +3.1

Staff Expenses 23.0 24.2 +1.2

Overheads 6.7 7.5 +0.8

EBITDA 4.4 5.5 +1.1

% of Gross Margin 12.8% 14.8%

Amortisation -0.4 -0.5 -0.1

Other operating non current 0.1 -0.7 -0.8

EBIT (Operating Profit) 4.1 4.3 +0.2

Financial Results -1.8 -0.5 +1.3

Profit Before tax 2.3 3.8 +1.5

Tax 0.4 -1.2 -1.6

Net profit (loss) 2.7 2.6 -0.1

Consolidated Income Statement

NB 49

Income Statement Explanations

Gross margin was up 9% in 2015, coming in at €37.2m versus €34.1m in

2014. Growth was particularly strong in Germany, UK and Spain on

geographical basis, whilst PPC and Media performed well on channel basis

Additional acquisition of 40% in Media Diamond (Spain) and 100% of Internet

Advantage in Netherlands to extend the international footprint

Consolidation of the Danish entities, from 2 to 1

New subsidiary in Norway

Conversion to IFRS to provide investors an other stakeholders the ability to

compare the financial performance of NetBooster.

NB 50

in €m 2014 2015

Net Profit 2.7 2.6

Non-Cash Compensation -0.3 0.4

Depreciation & Amortisation 0.3 0.6

Changes in working capital -3.5 -0.4

Operating Cash Flow -0.9 3.2

Cash Flow generation

Cash generated to follow the development

NB 51

Cash Flow

in €m 2014 2015

Cash Flow from Operating Activities -0,9 3.2

Cash Flow from Investing Activities 0 0.5

Cash Flow from Financing Activities -2.1 -2.7

Change in Cash -3.0 1.0

Positive cash flow

NB 52

in €m 2014 2015 2014 2015

Goodwill 24.9 26.4 Equity 15.3 18.6

Intangible Assets 0.4 0.4 Provisions 0.1 0.1

Tangible and Financial

Assets

1.6 1.5 Convertible bonds 10.4 10.1

Trade and other

Receivables

32.3 43.1 Borrowing 2.1 2.1

Other Receivables 1.7 1.7 Trade and Other

Payables

28.9 41.1

Cash 5.6 7.1 Other payables 4.5 3.2

Differed income tax 2.6 2.7 Differed income 7.8 7.7

Total Assets 69.1 82.9 Total Liabilities 69.1 82.9

Consolidated Balance Sheet

NB 53

Balance Sheet Explanations

Share Capital Increases

18 convertible bonds were converted into 450k shares (+3.12% equity)

81,931 new shares were created for the management team linked to the

metapeople acquisition (deferred payment)

35,000 Free Shares were issued to various managers

Own Shares

Liquidity contract: 78,103 (average €2.54)

Share Buyback Programme: 503,003 (average €2.77)

NB 54

Profit and loss account (€m) French

accounting standards 2014 2015 Change (€m)

Gross Margin 9.8 8.7 -1.1

Staff Expenses 7.8 6.9 -0.9

Overheads 1.8 1.4 -0.4

EBITDA +0.2 +0.4 +0.2

% of Gross Margin 2.4% 4.6%

EBIT (Operating Profit) +0.1 +0.2 +0.1

Financial Results +4.9 7.1* +2.2

Profit Before tax +5.0 7.3 +2.3

Extraordinary Results -0.3 -1.4 -1.1

Tax (R&D credit) +0.4 +0.1 +0.3

Net profit (loss) +5.1 +6.0 +0.9

Statutory Income Statement

* Dividends received from subsidiaries 10,2M€

NB 55

in €m 2014 2015 2014 2015

Intangible Assets 4.4 4.4 Equity 28.9 36.3

Tangible and financial

Assets

42.7 50.7 Provision for bonds 0 1.2

Receivables 13.0 18.9 Convertible bonds 10.0 9.0

Other Receivables 1.6 1.7 Other Debts 4.9 4.2

Payables 10.2 17.0

Cash 0.1 0.5 Other payables 3.5 4.6

Differed expenses 0.3 0.3 Differed revenue 4.6 4.2

Total Assets 62.1 76.5 Total Liabilities 62.1 76.5

Statutory Balance Sheet

Financial

UPDATE 2016

NB 57

Results for Q1/2016

in €m Q1/2013 Q1/2014 Q1/2015 Q1/2016

Gross Margin 8.3 8.5 8.4 8.9

EBITDA 0.3 0.7 0.9 0.8

% of Gross Margin 3.6% 8.2% 10.7% 9.0%

Solid financial results

New international blue chip clients wins such as Crucial in the US and

Dubai Parks in MENA have been absorbed, from a Gross Margin

perspective, by reduced budgets of existing clients (e.g. Bouygues; PSA)

Increased marketing efforts reduced the EBITDA margin to 9%

NB 58

in €m 2013 2014 2015

Gross Margin 33.9 34.1 37.2

EBITDA 2.5 4,4 5.5

% of Gross Margin 7.5% 12.8% 14.8%

Number of employees (average) 440 431 451

Net Debt 7.0 7.0 5.2

Enterprise Value 39.9 49.3 46,0

Enterprise Value / EBITDA 16.0x 11.2x 8.4x

NetBooster Valuation

Good performance in 2015 is not reflected

in the share price

NB 59

New Euro PP and Amortizing Term Loan

New facility replaced the Convertible Bond

Healthy amortizing/bullet structure over the next 6 years

Additional €10m for future growth. Need to undertake a capital increase of 10% of

existing share capital in order to draw down on the facility

Tranche A1/B1 Key Terms and Conditions

Tranche A1/B1: A1: €5.35m / B1: €5m

Product: Euro PP

Type: Bullet

Term: 6 years

Interest: 6 Months Euribor (Floor: 0) + 4.3%

Cash Impact: Repayment: A1: 2022: €5.35m; B1: 2022: €TBD

Tranche A2/B2 Key Terms and Conditions

Tranche A2/B2: A2: €5.35m / B2: €5m

Product: Term Loan

Type: Amortizing

Term: 5 years and 9 months

Interest: 6 Months Euribor (Floor: 0) + 2.1%

Cash Impact: Repayment: A2: 2016: €0K, 2017-2021: €1.07m p.a. B2: €TBD

NB 60

Capital Increase

In order to avail of the €10m capex facility, the Company has to undertake a 10%

capital increase

Equates to 1,667,257 shares

NetBooster would stand to receive around €4m assuming today’s share

price

Kepler started initial coverage of NetBooster in April, 2016

Based on that a non-deal-related roadshow was organized in May, 2016

The Board gave the management permission to start a formal process and

organize the capital increase on the back of investor feedback

Additional cash available €14m + Free CF

NB 61

M&A

M&A Deal No.1 (target identified)

Performance Agency with 50-100 employees in Europe

Focus on SEO and PPC

Signing and closing in summer

Initial payment of €6m; 2 years earn-out (€1m each year); GM: €5m ; EBITDA €1m

M&A Deal No.2 (target to be discussed)

Performance Agency outside Europe

Focus on PPC, SEO, Performance Display

Signing and closing in H1/2017

Initial payment of €4m; 2 years earn-out (€1m each year); GM: €4.8m; EBITDA €0.7m

M&A Deal No.3 (target to be discussed)

Performance Agency outside Europe

Focus on PPC, SEO, Performance Display

Signing and closing in H2/2017

Initial payment of €4m; 2 years earn-out (€1m each year); GM:5.0m; EBITDA €0.7m

NB 62

Additional Growth by M&A

2017 %

9.8m 25

1.7m 31

GM

EBITDA

NB 63

Proposed Free Share Program

Resolution #10 AGM 2016

Authorization granted to the board of directors to issue new or existing free shares

Maximal nominal amount: 5% of the share capital, i.e. EUR83,362.85

Maximal number of shares 833,628

List of the beneficiaries and granting criteria to be determined by the Board,

among the employees of the company and the subsidiaries, and the managers

of the Company.

Acquisition period: minimum one year + one year of conservation period OR

two years without conservation period

Global management team (around 30 employees) will participate in the program

Hurdles has to be discussed with Remuneration Committee (e.g. EBITDA, Share Price)

Depending on the hurdles a discount of around 40% can be used to recognize the costs

under IFRS

HR cost (€2,20; 40% discount)

2016: around €275k

2017: around €550k

2018: around €275k

NB 64

Outlook

NB 65

Strategic Outlook 2016 – 2018

The Company is ready to grow significantly on an

organic and inorganic-level to achive the managements

2017+ vision

2016 to 2018 will be key years in repositioning the

NetBooster brand globally by solving the US gap and by

reaching into APAC and LATAM

Our key objective: Build the largest and best

independent global performance marketing agency

supported by the best talents and most exciting clients

NB 67

“The material in this presentation is general background information about NetBooster SA, to

date, prepared by NetBooster SA. This information is given in a summary form and does not

purport to be complete. This presentation, including forecast financial information should not be

considered as advice or recommendation to investors or potential investors in relation to

acquiring, selling or transfer by any means NetBooster’s securities. Before acting on any

information included into this presentation, one should consider the appropriateness of the

information, any relevant offer document and especially should seek for independent financial

advice. It is reminded that all securities involve financial risks.

This presentation may contain forward looking statements including statements regarding our

intent, belief or current expectations with respect to NetBooster’s businesses and operations,

market conditions, results of operation and financial condition, specific provisions and risk

management practices. These statements are based on the current expectations and

assumptions of NetBooster’s management and they are, therefore, subject to risks and

uncertainties. Many factors can impact NetBooster’s results and performance, thus forecasts and

hypothetical examples are subject to uncertainty and contingencies outside NetBooster’s control.

Results and performance can be materially different from any future results or performance that

may be expressed or implied by the forward looking statements contained in this presentation.

NetBooster does not undertake to implement any of the actions and operations that may be

described in the forward looking statements. Moreover, we remind you that past performance is

not a reliable indication of future performance.”

Disclaimer