H Results. September 27 th 2017

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1 H Results September 27 th 2017

2 Mediawan Update

3 Key Highlights Creation of a new media group with the acquisition and integration of Groupe AB Confirmation of the booming appetite for TV content in Europe and globally Solid business performance supported by new commercial initiatives Strong H1 financial results comforting FY17 targets Continued focus on M&A through disciplined market screening 3

4 Mediawan : from a SPAC to a leading independent player December 2015: Founded as a SPAC by PA Capton, X Niel and M Pigasse April 2016: Raised 250m through an IPO on Euronext Paris March 2017: Realized its first structuring acquisition, Groupe AB Today: Leading independent editor, producer and distributor of TV content in French speaking Europe Means and ambition to aggregate independent cies with complementary expertise Largest production & distribution platform in French speaking Europe Large and diversified library of programming rights (c. 12,000 hours) c. 80 hours in-house production per year Strong portfolio of channels and digital services 19 TV channels Entertainment Special interest Documentaries Scaled and balanced business 2016 revenue of 160m 2016 EBITDA of 37m 370 full-time employees equivalent 4

5 Key achievements since IBC organic levers Channels & Digital Production & Distribution Develop new / rebranded channels Launch of new channels to strengthen the group s offering and diversify the thematic offering: - AB-Xplore (Belgium FTA) - Channels rebranding (in progress) - New channel launches on identified verticals (in progress) Accelerate international content distribution Strengthened partnership with the global content platforms distributing Mediawan content: - AMC & BBC (Missions) - Amazon (in discussions) - Netflix (in discussions) Initiate new monetization opportunities New levers deployed to generate additional revenues with limited incremental costs - Advertising: AB3 Switzerland - Digital: app Mon Science & Vie Junior Invest in premium content Continuous investment in both internal production and acquired content: - Approx. 22m invested in content over H1 - Babylon Berlin: unprecedented budget for a non-english-language series - In house production projects (Black Spot S2) 5

6 Key achievements since IBC M&A levers Large # opportunities explored Disciplined approach Acquisition of 80% of CC&C Acquisition of 35% of RTL9 Numerous opportunities under review Fragmented landscape with few pan-european players Mediawan is an attractive and distinctive project in the industry, constituting a unique development opportunity for independent talents Boiling M&A market Strategic rationale comes first Reasonable acquisition multiples Long-term incentive to align interests with the top talents Acquisition of CC&C, operating the global Apocalypse brand International content, highly complementary to Groupe AB expertise Attractive valuation parameters and reinvestment of the founders Rationalization of portfolio Full integration of one of the largest channels of the group More than 20 companies under review Include both small add-ons and transforming transactions Clearly identified areas of focus incl. animation and fiction 6

7 H1 results key highlights Reported performance (with Groupe AB consolidated over 3 months): Revenues of 38.6m EBITDA of 10.0m Pro forma performance (with Groupe AB consolidated over 6 months): Revenues of 86.8m EBITDA of 21.5m Consolidated cash position of 104m Confirmed guidance for FY

8 Alignment of stars for the European content market Hulu to spend $2.5 billion on content in 2017, add 7 more original series 8

9 Strategy and outlook Capitalize on the booming demand for TV content Strengthen relationships with global platforms as well as local broadcasters thanks to our independent status Develop production capabilities with organic developments as well as selected acquisitions Focus on fully pre-financed productions Build a large and diversified library of rights Consolidate a European leader with acquisitions in complementary verticals 9

10 Divisional overview

11 Mediawan Today: leading independent content editor, producer and distributor Leading independent integrated player in France Founded in 1977, Groupe AB is a leading player in channels broadcasting, production and distribution of audio visual content in French-speaking Europe Fully integrated business model with a broad offering across the value chain of the French TV landscape...with scaled and balanced asset base 2016 revenue of 160m (a) 2016 EBITDA of 37m (a)(b) 2016 unlevered FCF > 30m and 80% cash conversion ratio 370 full-time employees equivalent Large and diversified library of programming rights 2016 revenue by segment (a)(c) 2016 EBITDA by segment (a)(b) Production c. 80 hours inhouse production per year Distribution c. 12,000 hours of programming in library Channels & Digital 19 TV channels in entertainment, special interest and documentaries Production & Distribution c. 1/3 Channels & Digital c. 2/3 Production & Distribution c. 70% Channels & Digital c. 30% Strong integration between the group s divisions (a) Excluding exceptional revenues of 7.5m (b) After amortization of programming rights (c) Excluding c. 60m intra-group revenue 11

12 Resilient channels and digital business Channels & Digital Strong portfolio of channels Strong portfolio of 19 channels widely distributed in French speaking territories and globally Categories of channels focused on entertainment, special interest and documentaries, with differentiated positioning and partnerships with premium content publishers Meaningful production and purchasing efficiencies generated through integrated operating structure Contractual fees with advertising upside 107m external revenues in FY2016 (a) Others Carriage Carriage Fees: Driven by contractual 13 % Fees relations with channels broadcasters. Advertising 67 % 2/3rd are fixed revenues 20 % Advertising: Driven by audience results and channels attractivity to advertisers Other: Transportation, audiotel, TV shopping, barters. Channels portfolio Broad coverage with key strategic relationships Entertainment Special interest Documentary 3 channels Basic packages widely distributed Large advertising potential 12 thematic channels ARPU generating Strong digital potential 4 channels High-end positioning Strong ARPU subscribers Extensive distribution strategy Leading independent player in France benefiting from long term relationships with pay-tv platforms Significant and fast growing international presence Wide distribution in standard package to pay-tv operators in France, Switzerland and Belgium Wide broadcasting generating audience and growing advertising revenues (a) Excluding exceptional revenues of 7.5m 12

13 Channels & Digital Key trends Channels & Digital Key factors of H performances Full effect of new channels launches and improved distribution within pay-tv services Pick up in French advertising market Positive current market dynamics and trends that require vigilance Positive focus on content driven by competitive dynamics between operators (Vivendi, Altice, Orange) Signs of improvements at Canal Vertical integration (Altice own channels ) Potential sides effects of sports rights inflation and TF1 carriage fees row TF1 Belgian market entry Focuses for H Channel distribution contracts renegociations Rebranding and new channels developments Consolidation of Belgian position with ABXplore 13

14 Channels & Digital H1 performance Channels & Digital Revenues (+2%) Key comments +5% in carriage fees, due to increased distribution and new channels launches Heterogenous results on French, Belgian and Swiss markets led to +3% in advertising revenues, led by good performances on the French market, that shows signs of recovery Partially offset by a decrease in other revenues eg transport (no EBITDA impact) and technical services EBITDA (+24%) Strong EBITDA increase due to fixed cost base and good cost control In m H Reported External revenues Total revenues Performance review H Pro forma H Restated Change (%) % % EBITDA % Rec. EBIT % 14

15 Leading independent production and distribution player Production & Distribution Fully integrated platform 2016 revenue contribution Leading producer and distributor of TV programs, including fiction (TV series & movies), cartoons and documentaries Distribution rights under mandate are generated through in-house productions, rights acquisitions or 3rd-party mandates Increasing international distribution activities (approx. 20% of 2016 distribution revenues) thanks to recognised expertise and international relationships 53m external revenues in 2016 (a) Distribution: Sales of broadcasting rights on library programming (incl. subsequent and international sales on in-house productions and acquired rights / mandates). 20% of international sales Production: Sales of first-run broadcasting rights on newly produced programming (generated by own studios) to original broadcasters. Distribution 67 % Production 33 % 80 hours of in-house production per year Library overview (in % hours) Fiction Animation / Children s content Documentaries French TV series for wide audience Coproduction of TV series with strong potential for international distribution Exclusive partnership with On Entertainment (Method Animation) 2 series under production in 2017 c. 50 documentaries pa, distributed in France and globally Investment in projects with strong potential of international distribution Rights under mandate 15% Rights Acquired 41% In-house Production 44% Films and Telefilms 14% Documentaries 14% Animation 12% TV series and Sitcoms 60% (a) Excluding c. 54m intra-group revenue 15

16 Production & Distribution Key trends Production & Distribution H performances : strong production deliveries New prime time series: Zone Blanche (Black Spot) 8 episodes delivered Commercial success internationally Two recurrent series: Section de Recherches : 6 episodes delivered / Alice Nevers : 10 episodes delivered New co-production model fully implemented with local broadcasters New investment opportunities sourced for library (Babylon Berlin) Current market dynamics Market interest internationally for French content both from platforms (Netflix, Amazon) and from traditional broadcasters (BBC, RTL) Increase tax credit regime has helped relieve pricing pressure New channel launches creating demand in France Focuses for H Season 2 of Zone Blanche (Black Spot) in preparation New seasons of Section de Recherches and Alice Nevers in production Integration of CC&C, with synergies with channels and distribution businesses New series in development 16

17 COSTS REVENUES Production & Distribution Accounting policy Production & Distribution PRODUCTION DISTRIBUTION Recognized at delivery Corresponds to the group s co-producer share of revenues (split between co-producers and co-owners of the rights, based on respective participation) Recognized when the broadcasting rights open for the client (and after the broadcaster has accepted the material) No revenue repartition for multi-year contracts Recorded as fixed assets at production cost (excluding financial and marketing costs) Co-producers share and some subventions are deducted from the gross carrying amount All direct costs are capitalized and recognized as costs in the P&L through amortization Purchase costs recorded as fixed assets when the broadcasting rights open Costs are capitalized and recognized as costs in the P&L through amortization Revenues recognition is linked to deliveries and rights opening: potential volatility of revenues on short periods Costs are capitalized: costs recognition in the P&L follows revenues recognition (reported above EBITDA) Amortization of rights based on recognized revenues compared to expected future receipts 17

18 Production & Distribution H1 performance Production & Distribution Revenues (+6%) Key comments Revenues led by high distribution sales on H Increased production deliveries in 2017 offset by the co-production effect [1] on revenues. EBITDA (-11%) Particularly low amortizations levels in H due to the sales mix Prudent amortization of new productions in H In m H Reported External revenues Total revenues Performance review H Pro forma H Restated Change (%) % % EBITDA % Rec. EBIT % [1] Co-production financing is deducted from costs rather than accounted for in revenues 18

19 H Financials

20 Scope of consolidation and accounting introduction IFRS accounts, no significant difference in accounting principles vs. Groupe AB Perimeter and treatment of M&A operations Groupe AB consolidated since acquisition on March 31 st RTL9 consolidated at 100% as of June 30 th (no minority interests at closing) CC&C not consolidated in H1 (acquired on July 20 th ) 6 months Pro Forma: key indicators presented in the audited accounts EBITDA defined post amortization of audiovisual rights D&A as presented below EBITDA only relates to other intangible and tangible assets Exceptional items restated from P&L: indemnity received from interruption of SVOD and costs related to the IBC (but not other M&A costs) Goodwill: PPA work to be completed for FY

21 Consolidated P&L Key comments Consolidated PF revenues of 86.8m +3% vs. H on a like for like basis (ie excluding SVOD indemnity payment) Primarily driven by channels carriage fees and distribution revenues Consolidated PF EBITDA of 21.5m 25% EBIDTA margin, higher than FY guidance Lack of comparability with 2016 performance because of holding and M&A costs Net income affected by IBC-related fees and significant tax expense Performance review In m H Reported H Pro forma Revenues Cost of sales (22.0) (52.1) SG&A (6.5) (13.2) EBITDA D&A (excl. rights) (1.0) (1.9) Current EBIT Exceptional items (6.2) Financial income (1.4) EBT 1.5 Tax (2.4) Minority interests (0.3) Net Income (1.2) 21

22 Summary Balance Sheet ASSETS ( m) LIABILITIES ( m) Intangible assets 69 Goodwill 190 Other assets 15 Working capital 63 Shareholders equity 214 Financial debt 137 Other liabilities 11 Working capital 80 Cash & equivalents 104 Total assets 442 Total liabilities 442 Goodwill (from the IBC and previous acquisitions) will be allocated in FY 2017 accounts Significant cash resources available Additional financing options being explored to increase financial flexibility Financial debt of 137m Mainly relates to 130m credit facility raised for the IBC (5-year amortizable loan) Financial debt also includes 1m interim production financing lines and 4m payment for RTL9 minority stake 22

23 H net cash evolution On a PF basis, Mediawan generated +5 M cash flow over the first half of ,7 IBC impact: -289 M Mediawan Pro Forma (Groupe AB over H1 2017): +5 M 70,0 50,0 30,0 10,0 In m (241,2) (4,0) (38,1) (33,2) (10,0) (15,0) 21,5 (30,0) (5,7) (0,3) 0,6 (28,5) (11,3) (50,0) Net Debt as of Dec16A Acq. of shares in Gpe AB (net of cash) Acq. of shares in RTL9 Transac. Fees Capital reduction PF as of 1st Jan17A PF EBITDA Change in WC & library rights Capex (excl. audio.) Tax Others Net Debt as of June17A 23

24 2017 outlook Confirmed 2017 targets for the Groupe AB perimeter Revenues > 163m EBITDA > 37m Other contributions to be taken into consideration for FY2017 results Contribution from CC&C and potential other acquisitions Holding and M&A costs to support build-up of the group Key areas of volatility Production delivery schedule at CC&C Cut-off considerations for programming distribution 24

25 Strategic focus

26 Accelerate on content with international reach Strong demand for European content 1 Proliferation of platforms ~87m subs ~69m subs ~12m subs Use viewer segmentation to deliver more targeted audiences to advertisers ~1.8bn users >1bn users ~150m users 2 Increasing spend on content Spending on content in 2016 ~$5bn ~$3.2bn Monetize new and existing content across a greater number platforms 3 M&A heightening value of content (a) Strong strategic demand for premium proprietary content / IP assets 4 European content has global success 7.8 / 10 IMDb 8.3 / 10 IMDb 8.7 / 10 IMDb TV series produced in Europe are increasingly successful globally (a) Distribution agreement instead of acquisition Source: Broker research, press reports, IMDb, Variety, BCG and Statista 26

27 Focus on re-inforcing the library of rights Prime-time TV series TV series under mandate Current primetime French TV series Section de recherches Alice Nevers Black Spot Original creations of Canal + Spiral Mafiosa Kaboul Kitchen Classic French TV series Une femme d honneur Navarro L Instit Prime-time units Collection «Meurtres à» International TV series Un cas pour deux Rex Friends Strong animation brands Snoopy Iron Man American feature film 175 best movies from Paramount library TV series with a large public success Fais pas çi, Fais pas ça Famous animated TV series Miraculous 7 & Me New gen TV series with strong potential Lazy Company Les Grands Missions TV series still under production 27

28 Production: priority on fully pre-financed projects Production on demand : broadcasters are committed to funding the program production (co-production scheme) and/or to buy the rights for the first run (pre-sale scheme) Other financing sponsors (co-producers, CNC, regional subsidies, tax credit, minimum guarantees for international distribution, ) are secured before production: planned costs are totally covered by commitments from sponsors Financing needs are solely related to the time differences between cash inflows (from sponsors) and outflows (costs) during production after the development phase: PRIMARY MARKET : PRODUCTION SECONDARY MARKET : DISTRIBUTION Development phase Project writing & organization Budget & financing planning Production phase Filming / Editing / Post-production Program delivery Program commercialization (France & international) CASH INFLOWS Optional : Advances from co-producers Phased payments from co-producers and broadcasters Subsidies from CNC (mostly at project approval) French Tax Credits (payment on year N+1 after delivery) Other sponsors, including potentially minimum guarantees for international distribution Financing commitments fully covering production costs at launch Production margin : structurally limited Distribution margin : structurally high 28

29 Accelerate M&A strategy Mediawan will build a global platform for premium content, by expanding Groupe AB business as well as making strategic investments in other verticals Business will remain integrated with a centralized distribution organization GLOBAL CONTENT PLATFORM EXISTING PERIMETER SELECTED ADD-ONS ANIMATION INTERNATIONAL FICTION OTHERS Strengthening of existing portfolio and production log Focus on national Free TV content Recruitment of talents Developments in key areas of expertise Local fiction Documentaries Entertainment Existing presence Strong visibility on production schedule High international potential Very fragmented market attracting Production of premium series with high international potential Targeted towards pay-tv operators Local content in other European geographies Cinema rights Digital content Common platform for multi-channel distribution Creation and development of proprietary IP feeding a library of premium content 29

30 Why invest in Mediawan? Attractive content market fundamentals with explosive demand globally Unique sponsor and management team with recognized industry expertise Large library and premium proprietary IP delivering strong and predictable cash flow Powerful levers for growth through content production and multiplatform exploitation Fragmented industry with few sizable independent players Ambition and capability to pursue accretive M&A and build a leading international player 30

31 Legal disclaimer and contacts Legal disclaimer These materials are being provided to you on a confidential basis, may not be distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published or reproduced, in whole or in part, by any medium or for any purpose. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Mediawan or any subsidiary or affiliate of Mediawan nor should it or any part of it form the basis of, or be relied on in connection with, any purchase, sale or subscription for any securities of Mediawan or any subsidiary or affiliate of Mediawan or be relied on in connection with any contract or commitment whatsoever. The information contained herein has been obtained from sources believed by Mediawan to be reliable. Whilst all reasonable care has been taken to ensure that the facts stated herein are accurate and that the opinions and expectations contained herein are fair and reasonable, it has not been independently verified and no representation or warranty, expressed or implied, is made by Mediawan or any subsidiary or affiliate of Mediawan with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. In particular, certain of the financial information contained herein has been derived from sources such as accounts maintained by management of Mediawan in the ordinary course of business, which have not been independently verified or audited and may differ from the results of operations presented in the historical audited financial statements of Mediawan and its subsidiaries. Neither Mediawan nor any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss or damage howsoever arising from any use of this presentation or its contents, or any action taken by you or any of your officers, employees, agents or associates on the basis of this presentation or its contents or otherwise arising in connection therewith. The information contained in this presentation has not been subject to any independent audit or review and may contain forward-looking statements, estimates and projections. Statements herein, other than statements of historical fact, regarding future events or prospects, are forward-looking statements, including forward-looking statements regarding the group s business and earnings performance, which are based on management s current plans, estimates, forecasts and expectations. These statements are subject to a number of assumptions and entail known and unknown risks and uncertainties, as there are a variety of factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Although Mediawan believes that the estimates and projections reflected in the forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ. As a result, you should not rely on these forward-looking statements. Mediawan undertakes no obligation to update or revise any forward-looking statements in the future or to adjust them in line with future events or developments, except to the extent required by law. Investor Relations Team Media Relations Team Further information Mediawan investors@mediawan.eu NewCap Marc Willaume mediawan@newcap.eu Mediawan press@mediawan.eu NewCap Nicolas Merigeau mediawan@newcap.eu For all financial or business information, please refer to our website at: 31

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