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RHYTHMONE

RHYTHMONE PLC ANNUAL GENERAL MEETING YEAR ENDED 31 MARCH 2016

LONDON, UK 16 JUNE 2016

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Agenda

09:00 AM Open

09:10 AM Management Presentation

09:20 AM Town Hall Meeting

10:00 AM Meeting, Resolutions and Poll

10:45 AM Voting Results and Close

10:50 AM Social Mixer

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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 and regulatory 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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Contents

OVERVIEW

FINANCIALS

PRODUCTS

SUMMARY

APPENDIX

5 1.  Adjusted for acquisitions and exceptional expenses, share based

compensation and net investment revenue

Business RhythmOne is an online advertising company that connects digital audiences with brands through premium content across devices. The Company’s mission is to maximize return on spend by providing the most efficient and effective marketplace for digital advertising.

History Founded 2004 IPO 2007, LSE AIM: RTHM

Headquarters San Francisco, CA

Locations 12 offices in the US, UK and Canada

Employees 274 staff, including Technology (77), Sales (65), Operations (46), G&A (42), Services (26), Content (7), Marketing (11)

Technology Unified Programmatic Platform, Owned & Operated Properties, Display, Mobile, Video Networks

FY2016 Financials (YE 31 March)

$166.7M – Revenue ($10.5M) – Adjusted EBITDA1 $78.5M – Net Cash and Marketable Securities

Scale 70+ Agencies 600+ Brands 4000+ Publishers

183M+ Unique Users/Month 1,100B+ Display Opportunities/Month 600B+ Mobile Opportunities/Month 100B+ Video Opportunities/Month

Corporate Snapshot

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Digital Advertising

AUDIENCE DEVICES

CONTENT

BRAND

C O N N E C T A U D I E N C E S A N D B R A N D S T H R O U G H C O N T E N T A C R O S S D E V I C E S I N R E A L T I M E .

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WORLDWIDE MEDIA AD SPEND

$542.5B1

Market Size

U.S. MEDIA AD SPEND $192.0B1

U.S. DIGITAL AD SPEND $68.8B1

Branding 42%

Performance 58%

D I G I T A L A D V E R T I S I N G I S E X P E C T E D T O B E C O M E T H E # 1 A D V E R T I S I N G M E D I U M T H I S Y E A R A N D G R O W T O O V E R $ 1 0 0 B I N T H E N E X T F I V E Y E A R S 1 .

1.  eMarketer comparative estimates for March 2016.

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Sector Trends

1.  Offline spend continues to migrate online

2.  Rapid growth of mobile, video, programmatic trading

3.  Evolving standards, new ad formats

4.  Emerging consumer, advertiser preferences

5.  Massive industry consolidation anticipated

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Revenue Model

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

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

R E V E N U E = ( V O L U M E ) * ( F I L L R AT E ) * ( P R I C E )

O U R T E C H N O L O G Y P L A T F O R M E N A B L E S A D V E R T I S E R S T O R E A C H E N G A G E D A U D I E N C E S A C R O S S D E V I C E S A T S C A L E .

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Products RICH MEDIA VIDEO PREROLL VIDEO SEARCH

CONTEXTUAL COMPARISON SHOPPING NATIVE, SOCIAL

FIND A STORE

MOBILE VIDEO MOBILE BANNER MOBILE RICH MEDIA

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Contents

OVERVIEW

FINANCIALS

PRODUCTS

SUMMARY

APPENDIX

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Key Financial Metrics

REVENUE $166.7M $215.0M

PROG. $75M $44M

NET CASH $78.5M $95.7M

EMPLOYEES 274 363

CORE 70% 48%

ADJ. EBITDA1

($10.5M) $3.5M

1.  Excludes acquisitions and non-recurring expenses, share based compensation and other expense.

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Core vs. Non-Core Revenues

Mobile

Video

Programmatic

NON-CORE

Desktop

Services

Technologies

KEY DRIVERS

•  Ramp existing Supply and Demand partners

•  Onboard new Supply and Demand partners

•  Programmatically enable video, native, rich media ad formats

•  Improve pricing and margin leveraging proprietary data

•  Expand geographically to access international budgets

•  Exit unprofitable products and consolidate operational footprint

25% 48%

70%

75% 52%

30%

FY2014 FY2015 FY2016

CORE

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Integration Update & Cost Savings

HEADCOUNT

363 TO 274 OFFICES

21 TO 12

DATA CENTERS

12 TO 5 PRODUCTS

98 TO 11

ADJ. OPERATING EXPENSES ($M)

INT EG RAT ION EFFORT S REDUC ED ANNUAL IZED OP EX BY $ 4 0 M ( ~ 4 0 % ) FOR A TOTA L RES T RUC T URIN G C H A RG E OF $ 3 M .

91

13 (27)

77

(13)

64

FY2015 Base

Incremental OpEx from Acquisitions

FY2016 Realized Savings

FY2016 Actual

FY2016 Unrealized Savings

FY2017 Annual Run Rate

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Contents

OVERVIEW

FINANCIALS

PRODUCTS

SUMMARY

APPENDIX

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Value Flow

$$$

Audience

Content

Attention

$ Content

CONSUMER DEVICES

CONTENT

BRAND

C ON N EC T AU D IEN C ES A N D B RA N D S T H ROU G H C ON T EN T AC ROS S D EV IC ES .

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Fragmentation

$$$

Audience

Content

Attention

$ Content

AUDIENCES DEVICES

CONTENT

BRANDS

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AUDIENCES

Intermediation

$ Content

$$$

Audience

Content

Attention

PUBLISHERS DEVICES

CONTENT

BRANDS AGENTS

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RhythmOne Engine

BRANDS PLATFORMS AUDIENCES

RhythmOne

AGENTS

CONTENT

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Unified platform

SUPPLY

Owned

Extended

Controlled

DEMAND

SSP WEBSITE NWK SSP CONSUMER EXCHANGE ATD BRAND AGENCY DSP

Direct

Programmatic

Network

T H E R H Y T H M M A X P L AT FO R M U N I F I E S T H E VA LU E C H A I N , TO E N H A N C E T H E E F F I C I E N C Y A N D E F F E C T I V E N E S S O F A D S P E N D .

1.  ATD: Agency Trading Desk, DSP: Demand Side Platform, SSP: Supply Side Platform, NWK: Network

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Engaged audiences at scale

Unique Supply

500M+ Display 150M+ Mobile

30M+ Video

Extended Supply

1,100B + Display 600B+ Mobile 100B+ Video

Controlled Supply

10B+ Display 5B+ Mobile 5B+ Video

Estimated monthly opportunities

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Massive Reach Media

Total Unique Visitors (000) % Reach

% Composition Unique Visitors

Total Internet: Total Audience 2,336,004 100.0 100.0 DISPLAY AD ECOSYSTEM

1 Google Ad Network** 220,773 94.5 100.0 2 Yahoo Audience Network 204,605 87.6 100.0 3 Conversant 195,277 83.6 100.0 4 Criteo 192,681 82.5 100.0 5 RadiumOne 183,618 78.6 100.0 6 RhythmOne 183,226 78.4 100.0 7 Exponential** 168,247 72.0 100.0 8 engage: BDR 161,403 69.1 100.0 9 OpenX 158,421 67.8 100.0

10 Gamut – Network 157,726 67.5 100.0

RANKED

BY VOLUME

#12

RANKED

BY VOLUME

#6 6 RhythmOne 183,226 78.4 100.0

1.  U.S. numbers as at 31 March, 2016

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Quality & Brand Safety

INDUSTRY ASSOCIATIONS

3RD PARTY VERIFICATION PARTNERS

SOURCE

USER

CREATIVE

PLACEMENT

DOMAIN

PRE-BID

POST-BID

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Maximize ROI on spend

RANK SELLER NAME FINAL SCORE

REACH SCORE

SIVT SCORE1

GIVT SCORE2

MASKING SCORE

VIEWABILITY SCORE

NETWORK SCORE

1 OpenX 93 A 98 A 88 B 89 A 98 A 91 A 92 A

2 Sovrn 93 A 96 A 91 B 89 A 98 A 91 A 89 A

3 Google AdExchange 92 A 99 A 85 B 85 B 97 A 89 A 99 A

4 IndexExchange 92 A 95 A 92 B 90 A 92 A 89 A 87 A

5 RhythmOne 91 A 93 A 90 B 88 B 97 A 88 A 79 A

RANK SELLER NAME FINAL SCORE

REACH SCORE

SIVT SCORE1

GIVT SCORE2

MASKING SCORE

VIEWABILITY SCORE

NETWORK SCORE

1 Sovrn 94 A 95 A 96 A 92 A 99 A 92 A 86 A

2 RhythmOne 94 A 92 B 97 A 93 A 98 A 86 B 89 A

3 OpenX 93 A 96 A 90 B 93 A 96 A 89 A 89 A

4 PubMatic 93 A 96 A 94 B 93 A 94 A 85 B 87 A

5 Google AdExchange 93 A 99 A 91 B 85 B 98 A 87 B 99 A

Global Seller Trust Index

Source: Pixalate’s Global Seller Trust Index, March, 2016 1.  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. 2.  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.

RANKED

IN THE US

#5

RANKED

INTERNATIONALLY (EX-US)

#2

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Case studies CADILLAC

KELLOGG’S

HOME DEPOT

CLOROX

POTTERY BARN

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Contents

OVERVIEW

FINANCIALS

PRODUCTS

SUMMARY

APPENDIX

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Summary

Sector continues to evolve and is expected to grow to $105B/Yr1 over next 5 years

Intensified focus and resources to drive Core Mobile, Video and Programmatic growth

Maintain strong operational and cost discipline as market and product shift

Significant scale, scope and reach across the digital advertising supply chain

Connect audiences and brands through content across devices

PROGRAMMATIC

VIDEO MOBILE

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

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Mission

To maximize return on spend by providing the most efficient and effective

marketplace for digital advertising.