AGM 27 June 2017 (Read-Only) - RhythmOne · 474M Global Uniques 847B Desktop Opp/Month 1,251B Mobile Opp/Month 1,491B Display Opp/Month 607B Video Opp/Month 15B Native Opp/Month BRANDS

RhythmOne plcANNUAL GENERAL MEETINGYEAR ENDED 31 MARCH 2017

27 JUNE 2017

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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© 2016 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

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Agenda

09:00 AM Open

09:15 AM Management Presentation

09:45 AM Meeting, Resolutions and Poll

10:20 AM Voting Results and Close

10:30 AM Town Hall

11:00 AM Social Mixer

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Overview

1. ANNUAL REVIEW

2. PERK ACQUISITION

3. RADIUMONE ACQUISITION

4. GROWTH VECTORS

5. CONCLUSIONS

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1. Annual Review - Digital Advertising

CONNECT AUDIENCES AND BRANDS THROUGH DIGITAL CONTENT ACROSS DEVICES

CONTENT

BRAND

DEVICE

CONSUMER

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1. Commercial 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

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1. Key Metrics1

REVENUE$175.4M$166.7M

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)

OPEX$60.5M$73.4M

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1. Revenue and EBITDAREVENUE ($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

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1. Strategy and 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.

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2. Perk Acquisition

CURRENT FUTURE

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

CONTENT

DATA

Amplify Distribute Monetize

First Party Second Party Third Party

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3. RadiumOne Acquisition

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

CONTENT

DATA

Amplify Distribute Monetize

First Party Second Party Third Party

PREMIUM DEMAND AND PERFORMANCE CAPABILITIES EXPECTED TO IMPROVE INVENTORY PRICING AND FILL RATES

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3. Announcement Details• RadiumOne is a leading data-driven marketing platform/DSP1

• Proprietary DMP1 with unique audience segmentation and targeting capabilities • 200 staff, San Francisco (HQ), operations in N. America, Europe, and APAC

• Up to $16.5M in shares, with a lock-up of one year from date of closing• $5.5M in cash• ($3-4M) in net liabilities

• Purchase of certain assets and associated liabilities • Issue up to 30,956,849 new shares at $0.53 per share• Use cash reserves to pay off working capital line and assume debt

• Currently loss-making as a stand-alone entity• Known cost and potential revenue synergies

• Extends end-to-end programmatic platform for engaged audiences at scale• Proprietary data and targeting capabilities to enhance campaign performance• Captive demand to improve inventory pricing and fill rates

• Closed transaction 26 June 2017• Execute cost synergies over next 6-9 months• Complete platform integration over next 12-18 months

1. Definitions:DSP: Demand-side PlatformDMP: Data Management Platform

Target

Consideration

Execution

Impact

Strategy

Timeline

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

3. Fit and Rationale

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

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

SSP WEBSITESSP CONSUMEREXCHANGEATDBRAND AGENCY DSP NETWORK

TagManager/

SDK

Rhythm Guard

RhythmExchange

Analytics & Reporting

AdServer

DMP

RMP

FORTIFIES AND EXTENDS UNIFIED PLATFORM - RESULTING IN A FULL, END-TO-END TECHNOLOGY STACK

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3. RadiumOne Offerings

Identifyuser signals from

apps, web sites and proprietary data sources

Predictthe marketing tactics that drive the best business outcomes

Activatecustomer data to run

scalable, high-performing ad campaigns programmatically

BRANDING

LIFETIME VALUE

DIRECT RESPONSE

CHURN PREDICTION

RE-EGAGEMENT

SEGMENTATION

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3. Select Clients1

TELCO FINANCIAL AUTOMOTIVE RETAIL

TRAVEL ENTERTAINMENT TECHNOLOGY CPG

1. The brand relationships are all through direct agencies

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3. Key Benefits

Patented predictive modeling technology for building unique

performance- and engagement-focused segments.

INTELLECTUAL PROPERTY

Leading data-driven marketing platform fortifies and extends RhythmOne solution.

DATA STRATEGY PLATFORM

Consumer-powered MarketingTM analyzes intent

signals to create highly-effective campaign strategies.

Extensive demand-side relationships including

connections with top Fortune 1000 brands and agencies.

TEAM

RELATIONSHIPS

Tenured team with deep engineering and

programmatic sales focus, and international operations.

FINANCIALS

Currently loss-making as a stand-alone, known

cost and potential revenue synergies.

©

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3. RadiumOne Financials

EXTENDS TECHNOLOGY STACK, BRINGS UNIQUE AUDIENCE AND SEGMENTATION DATA, AND CAPTIVE DEMAND RELATIONSHIPS TO IMPROVE FILL RATE

IMPACT (FORECAST) CY2016 NTM1

Revenue $141M $65-75M

Adj. EBITDA/(Loss) ($5.6M) $1-3M

1. Next Twelve Months2. Interest expense/income and other non-operating expenses assumed to be incurred at the Group level.

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4. Growth Vectors

UNIQUES

DEMAND

FILL RATE

EMEA and APAC O&O, Controlled

PRICING

Video, Native Inventory Packaging Direct, Integrations

PREMIUM DEMAND, PROPRIETARY DATA AND INTERNATIONAL REACH EXPECTED TO IMPROVE PLATFORM PERFORMANCE

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5. ConclusionsAUDIENCES474M 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.

DEVICES

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

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