Minds + Machines Group Limited

Investor PresentationUnaudited interim accounts for six months ended 30 June 2016

20th September 2016

DisclaimerThe following is a presentation (the“Presentation”) relating to Minds + MachinesLimited (“MMX”). The Presentation is beingcommunicated by MMX. It is confidential.Recipients may not provide, or otherwisemake available, this Presentation to anyperson whatsoever and no part of it maybe reproduced in any manner without thewritten permission of MMX. The informationin the Presentation is subject to updating,revision and amendment. The Presentationdoes not constitute or form part of any offeror invitation to sell or any solicitation of anyoffer to purchase or subscribe for any sharesin MMX. No reliance may be placed for anypurpose whatsoever on the informationcontained in the Presentation or anyassumptions made as to its completeness.

No representation or warranty expressedor implied is given by MMX or any of theirofficers, employees or agents as to theaccuracy of the information or opinionscontained in the Presentation and no liabilityis accepted for any such information oropinions (which should not be relied upon)or for any loss howsoever arising directly orindirectly from any use of the Presentation orits contents. The actual results, performanceor achievements of MMX may be materially

different from the future results, performanceor achievements expressed or implied by anyopinions, estimates and projections includedin the Presentation. This Presentation isexempt from the general restriction oncommunications contained in section 21 ofthe Financial Services and Markets Act 2000(“FSMA”) on the grounds that it is beingprovided only to persons of a kind describedin Regulation 19 (being persons withprofessional experience in matters relating toinvestments), Regulation 48 (being a certifiedhigh net worth individual), Regulation 49(being high net worth companies, trusteesof high net worth trusts or unincorporatedassociations), Regulation 50 (being asophisticated investor) or Regulation 50A(being a self-­certified sophisticated investor)of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005 (the“Financial Promotion Order”) or to personswho are otherwise permitted by law toreceive it.

Any recipient of this Presentation whodoes not fall within Regulations 19, 48,49, 50 or 50A of the Financial PromotionOrder or as described above;; or to whomdistribution is otherwise not lawful maynot rely on it, and should return the

Presentation to MMX immediately. Neitherany company nor any person involved inthe preparation of the Presentation owes aduty of care to any person or any recipient.Each person or company must undertakesuch investigations as they see fit beforeentering into any contract of any kind. Ifyou are in any doubt as to what action totake, you are recommended to seek yourown financial advice from your stockbroker,bank manager, solicitor, accountant or otherindependent financial adviser authorizedunder the FSMA immediately. Presentationto MMX immediately. Neither any companynor any person involved in the preparationof the Presentation owes a duty of care toany person or any recipient. Each person orcompany must undertake such investigationsas they see fit before entering into anycontract of any kind. If you are in anydoubt as to what action to take, you arerecommended to seek your own financialadvice from your stockbroker, bank manager,solicitor, accountant or other independentfinancial adviser authorized under the FSMAimmediately.

2

Presenters

Toby Hall – Chief Executive

Michael Salazar -­‐ COO/CFO

3

MMX: FY 2015 reported financials -­‐ recapFY 2015

$’000FY2014

$’000Percentage

change

Billings (1) 7,922 5,028Cost of sales (6,223) (4,659) 34%Gross cash profit 1,699 369 360%

Cash expenditureOperating expenditure (12,156) (13,142) (8%)Profit on gTLD auctions 7,943 33,721 (76%)Adjusted EBITDA (2) (2,514) 20,948 (112%)

4

As reported in the Group Statement of Comprehensive Income

FY 2015 $’000

FY 2014 $’000

Percentage change

Operating EBITDA (5,500) 23,167 (124%)Total (loss) / profit (9,997) 22,057 (145%)Basic (loss) / earnings per share (1.20) cents 2.73 cents (144%)Diluted (loss) / earnings per share (1.20) cents 2.67 cents (145%)

As reported in the Group Statement of Financial Position

31/12/2015$’000

31/12/2014 $’000

Percentage change

Intangible assets 41,291 40,597 2%Other Long Term Assets 3,448 5,982 (42%)Cash & Cash Equivalents 34,651 45,796 (24%)Net Assets 79,027 94,685 (17%)

(1) Billings refer to total sales generated during the year (not deferred for accounting purposes)(2) Earnings before interest, tax, depreciation & amortisation and other non-­‐cash charges where earnings are calculated on the basis of billings as opposed to accounting revenue

One off revenue events misleading to overall Company profitability

Too high

Heavily focused on engineering – not sales

Strong cash reserves

Strong portfolio but under-­‐commercialised

MMX: new management’s stated objectives

• Rationalise the business into a pure-­‐play owner of top-­‐level domains Ø Historically, MMX ran its own technical back-­‐end (RSP) and retail outlet (registrar) at considerable cost

• Make sure business organisationally set up to incisively and cost efficiently develop those markets of greatest growth opportunity in near, mid and long-­‐term: notably, Asia, Europe and North America

Ø historically management was US centric with no presence in Asia

• Work with and support the retail channel (registrars) globally to enable our inventory to be best soldØ ie. significantly grow our revenues and domains under management (DUMs) through the channel, not compete with it

• Cut operating expenses

• Address historical financially burdensome contracts

• Ensure ongoing strategy in place for growth

5

April 2016

MMX: H1 progress -­‐ highlightsRationalised into pure-­‐play registry

• RSP – transformational outsourcing agreement signed with Nominet – operator of .UK domainsØ Migration on track for completion in Q4 2016

• heavily loss making registrar closed (2015: US$4.7 million loss)

Restructured to address key markets • Key markets prioritised: Asia (immediate), Europe (mid), US (long-­‐term)• Board members made accountable for each geographic region in addition to their board level role• Headcount streamlined • Flexible outsourcing culture introduced : particularly for business development and sales & marketing• Office locations: China Wholly Foreign Owned Entity (“WFOE”) established, London office reopened, US rationalised into a single location

with closure of LA office• Successful launch into China completed in Q2 (see slide 11)

Distribution through registrar channel improved • Historic tension points with retail channel (particularly in the US) being removed:

Ø MMX’s own direct retail/registrar outlet closedØ Emerald Names – MMX’s direct sales initiative for selling premium inventory direct to consumers being unwoundØ Pricing – premium pricing policies adjusted based on positive learnings from .vip launch in China – to come into effect Q1 2017

• European registrar relationships improved• Chinese registrar channel successfully established based on new pricing policies• Marketing initiatives now being put in place for 2017 to better support the registrar channel on standard name sales 6

MMX: H1 progress -­‐ highlights (cont’d)Revenue and DUM’s growth

• Billings up over 300% to US$8 million (H1 2015: $2 million)• DUMs up 236% to 728,940 as of 30 June 2016 (30 June 2015: 217,200)

Cost cutting • Ongoing operating costs in H1 cut by 27% to US$3.6 million (H1 2015 US$4.9 million)• Further savings to be realised in H2 • On target to reach US$6 million pa from 2017• Gross margin on billings for the period improved to 86% compared to 47% in H1 2015

Strategy for ongoing growth • Now in place for each region

7

-­‐

2,000

4,000

6,000

8,000

10,000

H1 2015 H2 2015 H1 2016

Billings

$ '000-­‐

200

400

600

800

H1 2015 H2 2015 H1 2016

Domains Under Management

‘000

Market overview: TLD growth H1 2016

Current• Net new gTLD registrations have now increased a further 1.2m to over 24m -­‐ a 114% growth since start of year

Industry developments• May: GMO purchases .shop for US$41.5 million• July: Verisign purchases .web for US$135.0 million

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Country codes

Verisign (.com/.net) new gTLDs

31 Dec 2015 144.4m 139.8m 11.2m

30 June 2016 149.6m* 143.2m 22.8m

Net gain 5.6m* 3.4m 11.6m

% increase 3.9% 2.4% 104%

* estimated based on 7.7% year on year growth in country codes in 2015Sources: Verisign and nTLD stats

Greater than rest of market combined

Fastest growing segment of market

Market overview: global drivers for new gTLD growth

Geo-­‐political• China (current)

• India (mid-­‐term)

Economic• Western retailers needing to capture greater market share and wallet share from existing base

Ø Something that once posed a problem, now an opportunity

Regulatory• ICANN driven

• .com needing to be seen to not “fight” competition – likewise country codes

Cumulative• Cumulative effect of circa 600 new gTLDs being introduced – the inflexion point is being reached

9

Market overview: Importance of China

10

China

USA

Cayman+Islands

Germany

UK

Russia

Other+andunknown

• Since Q4 2015 China has broadly accounted for nearly half of all new gTLD registrations – currently 47%

• Currently domain investor driven

• Prior to Q2 2016 MMX had no exposure to the market

• By the year-­‐end, the Board anticipates China-­‐based revenues to account for a minimum of 45% of the Group’s total revenues

MMX: China progress

Key asset • .vip

Status• .vip launch May 2016• In first three weeks US$5.5 in billings and 405,000 registrations achieved• Most successful new gTLD launch in industry to date• Registrations currently stand at over 464,000

Operational• WFOE established• Leading in-­‐country technical and marketing partners in place• First mainland China employee appointment made• Chairman providing in time-­‐zone oversight on Asia operations

11

MMX: UK/European progress

Key assets • .london, .bayern, .nrw

Status• MMX’s European geo’s currently account for c. 100,000 registrations and in 2015 accounted for 62% of MMX revenue• Renewal rates of geo’s have typically been above industry norms -­‐ .bayern and .nrw > 80%• Plenty of headroom for further development

Operational• UK office re-­‐established with dedicated bus dev head• Outsourced technical back-­‐end operations now based in Oxford -­‐ Dublin technical centre scaled down • Improved commercial agreements reached with partners in Germany and London• Cornerstone agreement in place through which to begin promoting .london registrations Q4 2016 and 2017

+ initiatives in play in Germany• CEO providing oversight on European business development in addition to wider group business development

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MMX: US progress

Key assets• . law, .beer, .work, .yoga, .fit, .miami, .fashion, .wedding

Status• MMX US registrations currently account for circa 150,000 and in 2015 32% of MMX group revenue• .law most significant in revenue terms -­‐ .work most relevant in terms of DUMs• US consumer awareness still low for new gTLDs but major US registrar groups now stepping up their marketing of new g’s• As .beer and .law have demonstrated, possible for niche vertical domains to gain traction• Active US domain investor community exists -­‐ historically MMX has failed to access it due to certain pricing strategies

Operational• US office locations rationalised into single location in Seattle• Registrar closed• Premium pricing strategy overhauled -­‐ to come into effect H1 2017 • Emerald Names unwound – names to be made available through registrar channel in Q4• .law prioritised for marketing support• Marketing initiatives now being put in place for 2017 to better support the registrar channel on standard name sales• US COO providing oversight on US efforts in addition to operational oversight of wider group

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MMX: H1 2016 – financial highlights

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As reported per the Income Statement:

H1 2016 H1 2015 % Change YE 2015

$’000 $’000 $’000

Billings 8,050 1,974 308% 7,922

Revenue 7,384 3,435 115% 6,324

Profit on gTLD Auctions -­‐ 4,460 -­‐ 7,943

Operating Expenses -­‐ Ongoing (3,525) (4,881) (27%) (11,745)

Operating EBITDA, before restructuring costs

1,973 1,732 14% (377)

EBITDA before restructuring costs 957 (1,885) 151% (5,012)

Restructuring costs 875 -­‐ -­‐ -­‐

Profit / (loss) before taxation 56 (2,018) 103% (5,313)

Loss from Discontinued Operations (1,963) (1,637) 20% (4,684)

Total profit / (loss) (1,907) (3,655) (48%) (9,997)

Basic & diluted EPS from continuing operations (cents)

0.02 (0.24) (91%) (0.64)

Basic & diluted EPS from discontinued operations (cents)

(0.26) (0.20) 30% (0.56)

H1 2016 jump in revenues driven by launch of .vip in China. FY 2015 levels matched in H1

Strong increase in gross marginNote no gTLD auction profits in H1. These profits flatter 2015 H1 and FY

Sharp 27% drop in ongoing Opex, showing results of restructuring. Continue to expect annual run-­‐rate Opex of $6 mm by 2017, a nearly 50% decrease from 2015 levels.

Strong and quick turnaround in profitability shows impact of restructuring as well as growth in revenues

Bulk of restructuring costs taken already. Expect ~$375k of costs in 2H 2015

• Outstanding warrants, options & RSU’s halved from 88.4m H1 2015 to 46.3m H1 2016• Issued share capital reduced from 835,969,485 as of 30.6.15 to 756,446,117 as of 30.6.16 through buy-­‐back • Strong cash balance of $29m at 30.6.16

MMX: KPI’s

15

-­‐

2,000

4,000

6,000

8,000

10,000

H1 2015 H2 2015 H1 2016

Billings

$ '000-­‐

100 200 300 400 500 600 700 800

H1 2015 H2 2015 H1 2016

Domains Under Management

in thousands

0

10

20

30

40

50

60

70

80

H1 2015 H2 2015 H1 2016

Standard / premium name revenue mix

Standard Premium

% of revenue

-­‐

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

H1 2015 H2 2015 H1 2016

Renewal rate

N/A

%

MMX: H2 outlook

• Streamlining of business to continue through cutting costs where necessary, outsourcing operational costs where possible whilst still investing in sales and marketing where appropriate -­‐ on target to hit operating expenses of $6m for 2017

• Historically burdensome partner contracts now being transitioned onto a more commercial basis

• Company continues to have interests in eight contested TLDs although many continue to sit within various processes of ICANN -­‐ some are expected to be resolved via a private auction later this year

• Company continues to negotiate various ICANN processes to complete the acquisition of .boston and expect this to be resolved in H2 2016 -­‐ once resolved the Company will begin working on a plan to commercially launch

• Plans progress to further establish .vip and MMX in China and roll out campaigns in US and Europe to develop relevant TLDs in each region

• No plans at present to launch .dds or .luxe

• The Directors optimistic for the outcome of the year as a whole

16

MMX: Tender offer and subscriptionTender

• Up to 100,000,000 Ordinary Shares at 13 pence = 13.22% of issued share capital• Price is at a 18.2% premium to closing price of 16 September 2016 and 25.2% to VWAP of 1 July 2016 to 16 September 2016• Irrevocables already obtained for 56,945,110 Ordinary Shares• Closing date 3 October 2016

Subscription• 42,307,692 Ordinary Shares at 13 pence to be issued resulting in a £5.5 million investment by strategic investor (c.6.4% assuming tender

fully subscribed)• Subscriber is Goldstream Capital Master Fund I: Goldstream Capital Master Fund I is advised by Goldstream Capital Management Limited,

is a private fund incorporated in the Cayman islands which is wholly owned by Hony Capital, a leading Chinese private equity investment company

• Relationship agreement entered into by Goldstream Capital Master Fund I

Rationale• £8.2 million remained unutilised from share buy-­‐back programme of September 2015• Company committed to both reducing issued share capital and (756,446,117 shares in issue prior to tender) and broaden shareholder

base• Goldstream/Hony Capital represent a long-­‐term strategic investor as the Company looks to expand its presence in China and the wider

Asia region

17

MMX: Closing observations

• Inflexion point reached where historic excitement is now being reflected by tangible results and meaningful progress

• Historic operationally loss-­‐making business transformed

• Company has demonstrated it can and will continue to play a meaningful role in both China and the Far East and the wider global gTLDmarket -­‐ now a top 10 global gTLD registry

• Goldstream/Hony investment both validation of Company’s strategy and first step in broadening shareholder base

• The Directors optimistic for the outcome of the year as a whole and remain excited about the medium and long term prospects for the Company across its three markets of focus: Asia, Europe and the US as corporate activity in sector begins to emerge

18

Q&A

Toby Hall – Chief Executive

Michael Salazar -­‐ COO/CFO

20 September 201619

Appendix

20

MMX: significant shareholders

• 756,446,117 Ordinary Shares in issue prior to tender and subscription

21

MAJOR SHAREHOLDERS ORDINARY SHARES % OF TOTAL VOTING RIGHTSHenderson Global 168,606,742 22.29%London and Capital Asset Management Ltd 106,987,373 14.12%Hargreave Hale 79,524,300 10.51%Oryx International Growth Fund Limited 52,550,000 6.95%Goldman Sachs Securities (Nominees) Limited 30,503,206 4.03%Guy Elliott*† 23,000,000 3.04%Michael Salazar* 1,925,050 0.25%Caspar von Veltheim‡ 916,613 0.12%Toby Hall* 500,000 0.07%

* Director† Includes the interest of the Elliott Family Irrevocable Trust‡ Director of a subsidiary

MMX: portfolio

22

.abogado .bayern .beer .boston

.budapest .casa .cooking .dds

.fashion .fishing .fit .garden

.horse .law .luxe .miami

.nrw .rodeo .surf .vip

.vodka .wedding .work .yoga

.

portfolio

uncontested tlds

Portfolio Solutions News About Investors

9/17/16, 11:44 PMPortfolio : mmx.co

Page 1 of 3http://mmx.co/portfolio/

.abogado .bayern .beer .boston .budapest .casa

.fashion .fishing .fit .garden .horse .law

.nrw .rodeo .surf .vip .vodka .wedding

.

.basketball .country .london .rugby

portfoliouncontested tlds

In partnership

Portfolio Solutions News About Investors

9/17/16, 11:44 PMPortfolio : mmx.co

Page 1 of 3http://mmx.co/portfolio/

.abogado .bayern .beer .boston .budapest .casa

.fashion .fishing .fit .garden .horse .law

.nrw .rodeo .surf .vip .vodka .wedding

.

.basketball .country .london .rugby

portfoliouncontested tlds

In partnership

Portfolio Solutions News About Investors

9/17/16, 11:44 PMPortfolio : mmx.co

Page 1 of 3http://mmx.co/portfolio/

.abogado .bayern .beer .boston .budapest .casa

.fashion .fishing .fit .garden .horse .law

.nrw .rodeo .surf .vip .vodka .wedding

.

.basketball .country .london .rugby

portfoliouncontested tlds

In partnership

Portfolio Solutions News About Investors

.

.basketball .country .london .rugby

.bradesco .broadway .gop .kiwi

.tube

.cpa .eco .gay .home

.hotel .inc .llc

.music

.casino .radio

In partnership

On behalf of clients

contested tlds

In partnership

On behalf of clients