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H12017 RESULTS1 Apr to 30 Sep 2016

NOVEMBER 2016

RhythmOne plc

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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

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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H12017 Highlights

OUTLOOK

FINANCIALS

OPERATIONS

INITIATIVES

SECTOR• Migration of offline spend provides sector wide tailwinds, driving +15% CAGR, +5x of other industries• Mobile, video and programmatic remain fastest growing as consumer and advertiser preferences evolve• Dynamic landscape, accelerating consolidation, interest and exits with the second coming of ad tech

• Revenue of $80.7M (83% from Core), adjusted EBITDA1 loss of ($2.5M), both ahead of expectations• Programmatic grows to $55M (+45%), as Non-Core, non-programmatic drawdown continues (-50%) • Debt free balance sheet with over $69.2M in cash, cash equivalents and marketable securities

• Sector revenues doubled to $70B2 in last 5 years, expected to grow to over $110B2 in the next 5 years• Return to full-year profitability3 in FY2017 assuming programmatic growth offsets seasonal Q4 slowdown• Strong technology, product and staff foundation to scale and integrate organic and acquisition growth

• Rationalized product and operations footprint, resulting in a 26% reduction in annualized expenses• Invested over $7M in R&D and infrastructure upgrades to drive quality and internationalization efforts • Integrated platform and functions to drive operational gearing and accelerate organic and acquisition growth

• Intense focus on Core prog. revenues and drawdown of Non-Core/non-prog. products, to drive profitability• Increase throughput from new and existing supply and demand partners to drive volume and fill rates• Integrate high-value, high-impact, high-margin video, native and rich media ad units to improve pricing

Notes: Covering the period between 1 April 2016 to 30 September 20161. Excludes acquisition and non-recurring expenses, purchase intangibles and share base compensation2. US Digital Marketing Spend, Source: eMarketer, September 20163. On an adjusted EBITDA basis

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Agenda

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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Key Metrics1

REVENUE$80.7M$91.3M

PROG.$55M$38M

NET CASH3

$69.2M$78.5M

EMPLOYEES 265308

CORE83%69%

ADJ. EBITDA2

($2.5M)($6.8M)

1. Numbers are H12016 compared to H1 2017 except Net Cash, which is 30 September 2016 compared to 31 March 2016. 2. Excludes acquisitions and non-recurring expenses, share based compensation and other expense.3. Includes cash, cash equivalents and marketable securities.

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Core vs. Non-Core Revenues

Mobile

Video

Programmatic

NON-COREDesktop

Services

Technologies

KEY DRIVERS

• Ramp and existing Supply and Demand partners

• Onboard new Supply and Demand partners

• Programmatically enable mobile, 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

48%69% 70% 83%

52%31% 30% 17%

FY2015 H12016 FY2016 H12017

CORE

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Income Statement, Balance SheetINCOME STATEMENT ($M)

78.5

37.2

24.2 22.8 19.2 29.9

69.2

37.2

22.1

33.2

19.2

37.6

Cash Goodwill Intangibles Receivables Deferred Tax Trade Payables

31-Mar-16 30-Sep-16

BALANCE SHEET ($M)

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

91.3

55.3

22.3 13.8

6.7 (6.8)

80.7

50.6

16.4 10.4

5.8 (2.5)

H1-2016 H1- 2017

Revenue Cost of Sales

Sales & Marketing

Research & Development

General &Administrative Adjusted EBITDA

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FY 2017 Beginning Cash

Adj EBITDA

Acquisitions, Exceptionals

Working Capital

Capital Development

Deferred Consideration

Lease Obligation

Interest. FX

H1 FY 2017 Ending Cash

78.569.2

(2.3) (0.5) (0.7) 0.2(2.0)(1.5)(2.5)

EBITDA, Cash BridgesEBITDA BRIDGE – H1 FY2017($M)

CASH BRIDGE – H1 FY2017 ($M)

LBT Purchase Intangibles Amortization

Amortization, Depreciation

Share Based Compensation

Acquisitions, Exceptionals

Adjusted EBITDA

(10.7)

2.7

2.31.5

1.7

(2.5)

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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 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 VOLUME FILL RATE PRICE

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KPIsREVENUE SPLIT H1 2016 H1 2017 CHANGE

CoreCore (%)

$62.9M69%

$66.8M83% 6%

Non-CoreNon-Core (%)

$28.4M31%

$13.9M17% (51%)

Total $91.3M $80.7M (12%)

CORE METRICS1

Volume 4,012B 7,469B 86%

Fill Rate 1.69% 0.58% (66%)

Price (CPM) $0.93 $1.54 65%

1. Core is defined as mobile, video and programmatic.

OPPORTUNITY TO IMPROVE FILL RATE AND PRICE WHILE SIMULTANEOUSLY DRAWING DOWN NON-CORE REVENUES.

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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

DRIVEN BY ORGANIC AND ACQUISITION INITIATIVES.

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Competitive MapAUDIENCES441M Global Uniques 611B Desktop Opp/Month716B Mobile Opp/Month1,029B Display Opp/Month298B Video Opp/Month11B Native Opp/Month

BRANDSOver 600 top brands with campaigns across desktop and mobile video, display, social and native.

PUBLISHERS Relationships with over 900professional publishers.

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

Source for scale figures: Global Uniques, Quantcast, October, 2016; Opportunities – RhythmOne Platform, Monthly figures, April-Sept, 2016

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Agenda

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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Sector Trends

Ongoing migration of offline spend online

Growth of mobile, video, programmatic trading

Rise of social, native formats and branded content

Focus on privacy, protection and performance

Rapid consolidation and the “second coming” of Ad Tech

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2

3

4

5

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Spend Continues to Migrate OnlineUS TOTAL AND DIGITAL AD SPEND, BY FORMAT, 2015-2020 ($B)

7283

93103

113

71 73 75 7678

52 52 52 52 52

2016 2017 2018 2019 2020

Digital TV Traditional (ex. TV)

MEDIA CONSUMPTION V. AD SPEND, 2015

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

26 25 24 26 26

46

57

6978

87

2016 2017 2018 2019 2020

Desktop Mobile

4%

13%

36%

22%25%

16%

10%

39%

23%

Print Radio TV Internet Mobile

Time Spent Ad Spend

13%

US DIGITAL AD SPEND, BY FORMAT, 2015-2020 ($B)

33 3742

4751

14 16 18 2021

1013 14 16 18

8 10 12 13 15

2 2 2 2 2

2016 2017 2018 2019 2020

Search Banners and otherVideo Rich mediaSponsorships

~$22B Opportunity

Source: Upper left: Source: Advertising spend based on IAB data for full year 2015. Print includes newspaper and magazine. Internet includes desktop + laptop + other connected devices. ~$22B opportunity calculated assuming Mobile ad spend share equal its respective time spent share. Time spent share data based on eMarketer 4/16. Arrows denote Y/Y shift in percent share. Excludes out-of-home, video game, and cinema advertising. All other graphs:: eMarketer, Sept 2016.

12%

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Rise of Mobile and VideoAVG. TIME SPENT PER DAY WITH MEDIA BY US ADULTS, 2016 GLOBAL CONNECTED DEVICE SHIPMENT FORECAST (M)

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

287 299 312

1,959 1,983 2,034

195 196 198

2016 2017 2018

Desktop/Laptop Mobile Phone Tablet

10

13

14

16

18

2016 2017 2018 2019 2020

46

57

69

78

87

2016 2017 2018 2019 2020

Radio

1:27

TV

4:07

Connected Devices

3:07

2:09

Source: Upper Left: eMarketer comparative estimates, Sept 2016. Upper Right: Gartner, January, 2016. Lower graphs (both): eMarketer comparative estimates, March 2016.

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1824 29

75%

80%

83%

70%

75%

80%

85%

0

10

20

30

40

2016 2017 2018Mobile programmatic display ad spend

% of total mobile display ad spending

Shift to Programmatic TradingUS PROGRAMMATIC DIGITAL DISPLAY AD SPEND ($B) US PROGRAMMATIC MOBILE AD SPEND ($B)

US PROGRAMMATIC VIDEO AD SPEND ($B)

Source: eMarketer Comparative Estimates, Sept 2016

25 32 38

73%

78%

82%

68%70%72%74%76%78%80%82%84%

05

10152025303540

2016 2017 2018Programmatic digital display ad spend

% of total digital display ad spend

6 9 11

60%69% 74%

0%

20%

40%

60%

80%

02468

1012

2016 2017 2018

Programmatic digital video ad spend

% of total digital video ad spend

US DISPLAY AD SPEND SHARE, BY TYPE (% OF TOTAL)

22% 20% 19% 18% 17%

37% 42% 44% 47% 48%

42% 38% 37% 36% 35%

2016 2017 2018 2019 2020

Programmatic (Non-RTB) RTB Nonprogrammatic

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Programmatic Adoption

Source: Digiday, ‘State of the Industry: Programmatic TV is Up Next”, March 2, 2015

DISPLAY86%

SOCIAL/NATIVE49%

MOBILE69%

VIDEO67%

TV24%

DIGITAL OUT OF HOME7%

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Issues and OpportunitiesAD BLOCKING

CONSOLIDATION AND TRENDS (JAN-OCT, 2016)

TOP CONCERNS

28%27%

26%24%

19%18%

17%15%15%

12%

SwedenGermanyDenmark

CanadaSpain

USUK

NetherlandsItaly

France

57%

60%

71%

78%

78%

52%

40%

70%

59%

63%

Conflicting Audience Data

Ad Blocking

Viewability

Bot Traffic

Click Fraud

Brand Marketers Media Agencies

TRANSACTIONS128

EST. VALUE

$129B+

Source: Upper Left: PageFair as cited in Adobe Digital Insights, "Advertising Demand Report 2016: North America," Sep 26, 2016; Upper Right MyersBizNet, "Survey of Advertising and Marketing Executives on Media Effectiveness" as cited by MediaVillage, May 2, 2016; Lower: Ad Ops Insider, Jan-Oct, 2016

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Agenda

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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Ecosystem

CONNECT AUDIENCES AND BRANDS THROUGH CONTENT ACROSS DEVICES.

CONTENT

CONSUMERBRAND

DEVICE

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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

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Owned190M+ Display690M+ Mobile649M+ Video27M+ Native

Extended 1,020B + Display

603B+ Mobile181B+ Video11B+ Native

Controlled 9B+ Display

112B+ Mobile116B+ Video

Estimated monthly opportunities

Engaged Audiences at Scale

RANK NETWORK/EXCHANGE UNIQUES REACH

1 Google Ad Network 215,333 92.9

2 Yahoo Audience Network 201,537 86.9

3 Conversant 189,040 81.5

4 RhythmOne 181,533 78.35 RadiumOne 179,946 77.6

Source for reach figures: RhythmMax platform, October, 2016. Source for Rankings: comScore US Display Ad Ecosystem, Media Metrix, September 2016

RANKED

US

#4

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Quality & Brand Safety

INDUSTRY ASSOCIATIONS

RANK SELLER NAMEFINALSCORE

REACH SCORE

SIVT SCORE1

GIVTSCORE2

MASKING SCORE

VIEWABILITYSCORE

NETWORK SCORE

1 OpenX 95 A 98 A 93 A 92 B 89 A 93 A 98 A

2 Sovrn 95 A 98 A 92 A 91 B 89 A 99 A 99 A

3 Rubicon Project 93 A 97 A 93 A 88 B 88 A 95 A 96 A

4 Index Exchange 93 A 93 A 95 B 91 B 87 A 90 A 95 A

5 UnderDog Media 93 A 86 B 98 A 94 B 85 B 92 A 98 A

6 RhythmOne 93 A 99 A 85 B 85 B 99 A 97 A 98 A

RANK SELLER NAMEFINALSCORE

REACH SCORE

SIVT SCORE1

GIVTSCORE2

MASKING SCORE

VIEWABILITYSCORE

NETWORK SCORE

1 OpenX 94 A 96 A 94 A 91 B 88 A 90 A 98 A

2 Rubicon Project 94 A 99 A 90 B 92 B 90 A 90 A 97 A

3 PulsePoint 93 A 97 A 91 B 88 B 92 A 91 A 98 A

4 Google AdExchange 93 A 98 A 90 B 89 B 92 A 87 A 98 A

5 Velis Media 93 A 88 B 97 A 93 B 85 B 85 B 99 A

6 RhythmOne 93 A 99 A 82 B 90 B 99 A 93 A 99 A

RANKED

US

#6

RANKED

INTL.

#6

PRE-BID

POST-BID

SOURCE

USER

CREATIVE

PLACEMENT

DOMAIN

3RD PARTY VERIFICATION PARTNERS GLOBAL SELLER TRUST INDEX

Source: Pixalate’s Global Seller Trust Index, September, 20161. 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.

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Agenda

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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RhythmOne Engine

SUPPLY

Owned

Extended

Controlled

Direct

Programmatic

Network

DEMAND

GROW UNIQUE AUDIENCES

FORTIFY CORE PLATFORM

EXPAND DEMAND FOOTPRINT

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UNIQUES DATA CREATIVES OPTIMIZ. CONTENTBRAND PERFORM. SUPPLY

DEMAND, UNIQUE AUDIENCES AND PERFORMANCE CAPABILITIES REMAIN KEY FOCUS AREAS OF ORGANIC/INORGANIC GROWTH.

FOCUS

MOBILE

VIDEO

PROGRAM-MATIC

AUDIENCESAD TECH

Product Portfolio

DEMAND

Strong EmergingLegend:

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ConclusionsConnect audiences and brands through content across devices

Sector continues to evolve and is expected to grow to $113B/Yr1 over next 5 years

Focus on Core Mobile, Video and Programmatic growth

Strong, well-understood growth and cost drivers

Scale, scope and reach across the digital advertising supply chain

Opportunities to accelerate growth and profitability (Organically & Acquisitions)

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

VIDEO

PROGRAMMATIC

MOBILE

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Agenda

OVERVIEW

FINANCIALS

SECTOR

PRODUCTS

CONCLUSIONS

APPENDIX

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1. Adjusted for acquisitions and exceptional expenses, share based compensation and net investment revenueSource for scale figures: Global Uniques, Quantcast, October, 2016; Opportunities – RhythmOne Platform, Monthly figures, April-Sept, 2016

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 2004IPO 2007, LSE AIM: RTHM

HEADQUARTERS Headquartered in San Francisco, CA with 11 offices in the US, UK and Canada

EMPLOYEES 265 staff, including Sales (77), Technology (70), G&A (36), Operations (35), Services (26), Marketing (12), Content (9)

TECHNOLOGY Ad Tech Platform, Audience Platform, Unified Programmatic Platform, Owned & Operated Properties, Display, Mobile, Video Networks

H1 2017 FINANCIALS(YE 30 SEPT.)

$80.7M – Revenue ($2.5M) – Adjusted EBITDA1

$69.2M – Net Cash and Marketable Securities

SCALE 441M Global Uniques across 10 markets611B Desktop Opportunities/Month716B Mobile Opportunities/Month

Corporate Snapshot

1,029B Display Opportunities/Month298B Video Opportunities/Month11B Native Opportunities/Month

MISSION: MAXIMIZE RETURN ON SPEND BY PROVIDING THE MOST EFFICIENT AND EFFECTIVE PLATFORM FOR DIGITAL ADVERTISING.

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Market Opportunity

DIGITAL ADVERTISING IS EXPECTED TO BECOME THE #1 ADVERTISING MEDIUM THIS YEAR AND GROW TO OVER $113B IN THE NEXT FIVE YEARS1.

1. eMarketer comparative estimates for September 2016.

MEDIA AD SPEND

U.S.$323B1

WORLDWIDE$550.5B1

DIGITAL AD SPEND

WORLDWIDE$195.8B1

U.S. $72.1B1

Branding 42%Performance 58%

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Digital Marketing ILLUSTRATIVE

1. Prices are illustrative averages across each segment

OBJECTIVES (FORMATS)

METRICS (PRICING)

Awareness (Video,Display)

Interest (Social)

Consideration (Email)

Conversion (Search)

Visits$0.01/Visit

Audiences$0.05/Profile

Signups$0.25/Lead

Purchase$1.00/Click

BRAND

PERFORMANCE

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Value FlowCONTENT

CONSUMERBRAND DEVICEMonetization

Audience

Content

Attention

Monetization Distribution

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Fragmentation

Monetization

Audience

Content

Attention

Monetization Distribution

AUDIENCESDEVICESBRANDS

CONTENT

36

AUDIENCES

Intermediation

PUBLISHERSBRANDS AGENTS

CONTENT

DEVICES

RhythmOne

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RhythmOne Ecosystem

BRANDS PLATFORMS AUDIENCESAGENTS

RhythmOne

CONTENT

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ProductsVIDEO PREROLL

COMPARISON SHOPPING

FIND A STORE

MOBILE BANNER

VIDEO SEARCH

NATIVE, SOCIAL

MOBILE RICH MEDIA

RICH MEDIA

CONTEXTUAL

MOBILE VIDEO

BRANDPERFORMANCE

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