ADSLOT LTD. — Interim / Quarterly Report 2017

Feb 26, 2017

Adslot Ltd ABN 70 001 287 510 and controlled entities

Half-Year Financial Report 31 December 2016

Lodged with the ASX under Listing Rule 4.2A.3

The half-year financial report does not include full disclosures of the type normally included in an Annual Financial Report. Accordingly, this financial report should be read in conjunction with the Annual Financial Report for the year ended 30 June 2016 and any public announcements made by Adslot Ltd during the interim reporting period in accordance with continuous disclosure requirements arising under the Corporations Act 2001 .

Page 1

Adslot Ltd and controlled entities

ABN 70 001 287 510

HALF-YEAR REPORT – 31 DECEMBER 2016 APPENDIX 4D (Rule 4.2A.3) RESULTS FOR ANNOUNCEMENT TO THE MARKET

	December 2016	December 2015	Movement
	$	$	$	%
Total revenue from continuing operations	4,148,852	3,838,746	310,106	8%
Net loss attributable to members of the parent
entity after tax	(3,814,162)	(4,149,565)	335,403	8%
Net loss attributable to members of the parent	(3,814,162)	(4,149,565)	335,403	8%
entity

Dividends

The Company has not proposed or declared to pay dividends.

Earnings Per Share	December 2016	December 2015
Weighted average number of ordinary shares on issue used
in the calculation of earnings per share	1,190,524,562	1,046,054,649
Basic loss per share (cents)	(0.32)	(0.40)
Diluted loss per share (cents)	(0.32)	(0.40)
Net Tangible Assets per share	December 2016	June 2016
Number of ordinary shares on issue used in the calculation
of net tangible assets per share	1,280,818,427	1,113,293,224
Net tangible assets per share (cents)	1.52	0.44

Audit

The Half-Year Financial Report has been subject to review by Grant Thornton Audit Pty Ltd and is not subject to dispute or qualification.

Page 2

Adslot Ltd and controlled entities

ABN 70 001 287 510

Directors’ Report

Your Directors submit the financial report of the Company and it controlled entities (“the Group”) for the halfyear ended 31 December 2016.

Directors

The names of Directors who held office during or since the end of the half-year:

Mr Andrew Barlow : Non-Executive Chairman Mr Ian Lowe : CEO and Executive Director Mr Adrian Giles : Non-Executive Director Mr Geoff Dixon : Non-Executive Director Mr Ben Dixon : Executive Director Mr Quentin George : Non-Executive Director Ms Sarah Morgan:* Non-Executive Director

• Resigned 30 November 2016

Result of Operations

Group results for the 6 months to December 31 2016, benchmarked against the corresponding 6-month period in 2015, were:

	6 months to December 2016	6 months to December 2015
Revenues from continuing operations	$4,148,852	$3,838,746
Total revenue and other income	$4,564,292	$4,233,270
EBITDA (loss)	($1,671,565)	($1,457,221)
NPAT (loss)	($3,814,162)	($4,149,565)

Revenue from continuing operations for the 6 months to 31 December 2016 grew by 8% compared to the corresponding period to 31 December 2015. With a lower expense base this revenue growth also translated into improved EBITDA and NPAT results for the period.

Review of Operations and Future Developments

Trading Technology, comprising License Fees and Trading Fees, continued to drive revenue growth over 1H17, increasing by 36% against the previous corresponding period to $2.7 million.

As expected the company saw declining revenues from the Services (down $0.3 million) and Adserving (down $0.2 million) legacy parts of the business. These declines were more than offset by the increases in Trading Technology revenues.

Revenue from continuing operations grew to $4.1 million and Total Group Revenue grew to $4.6 million.

During the reporting period the Company signed a material contract with groupm to deploy Symphony into multiple new markets. Fully deployed into one EMEA market already, the Company is on track to complete deployments into multiple new markets across APAC and EMEA in 2H FY17.

The cadence of new market deployment activities for FY17 will accelerate throughout CY17 as teams within Adslot and groupm become increasingly proficient.

Page 3

Adslot Ltd and controlled entities

ABN 70 001 287 510

During the reporting period the Company raised $18m via a Rights Issue and Placement. The primary objective of the capital raising was to capitalise on the strategic position the Company has established by accelerating product development, and increasing the scale of the sales organisation in key growth markets.

Future Developments

Licence Fees will continue to grow in 2H FY17, as will the value of media transacted over the Symphony platform which provides the longer term strategic value to the Company. Trading Fees in 2H FY17 are much less predictable, due largely to the nascent stage of the industry. Growth in Trading Fees will be in line with industry adoption of Automated Guaranteed trading and the success of the Symphony-Adslot integration.

The Company has built a strategic position by combining the buy and sell side technology and creating global capabilities. With the funds to increase its investment in product & development and sales & marketing Adslot is well placed to execute its growth plan.

Dividends

The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid during the half-year.

Auditor’s Independence Declaration

The lead auditor’s independence declaration for the half-year ended 31 December 2016 under Section 307C of the Corporations Act 2001 is set out on page 17.

This report is signed in accordance with a resolution of the Board of Directors.

On behalf of the Directors.

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Andrew Barlow Chairman

Melbourne 27 February 2017

Page 4

Adslot Ltd and controlled entities

ABN 70 001 287 510

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Half-Year Ended 31 December 2016

Note Total revenue from continuing operations 3 Other income 3 Total revenue and other income Hosting & other related technology costs Salaries and employment related costs Recruitment costs Directors’ fees Marketing costs Lease-rental premises Impairment of receivables Listing & registrar fees Legal expense Travel expense Consultancy fees Audit and accountancy fees Other expenses Share based payment expense Depreciation and amortisation expense 4 Total expenses Loss before income tax expense Income tax expense Loss after income tax expense Net loss attributable to members Other comprehensive income: Items that will be reclassified subsequently to profit or loss Foreign exchange translation Total other comprehensive income Total comprehensive loss for the half-year attributable to members Earnings per share Basic loss per share (cents) Diluted loss per share (cents)	December 2016 December 2015 $ $ 4,148,852 3,838,746 415,440 394,524
	4,564,292 4,233,270
	(440,679) (622,923) (3,770,620) (3,241,563) (92,156) (151,667) (145,833) (148,656) (55,002) (43,342) (508,650) (439,167) (14,173) (33,507) (71,733) (64,423) (5,827) (12,365) (214,410) (171,417) (102,639) (29,993) (89,939) (77,176) (337,170) (272,251) (258,853) (341,586) (2,256,593) (2,717,229)
	(8,364,277) (8,367,265)
	(3,799,985) (4,133,995) (14,177) (15,570)
	(3,814,162) (4,149,565)
	(3,814,162) (4,149,565) (47,373) (943)
	(47,373) (943)
	(3,861,535) (4,150,508)
	(0.32) (0.40) (0.32) (0.40)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Page 5

Adslot Ltd and controlled entities

ABN 70 001 287 510

Consolidated Statement of Financial Position As at 31 December 2016

Notes CURRENT ASSETS Cash and cash equivalents Trade and other receivables Total current assets NON-CURRENT ASSETS Property, plant and equipment Deferred tax assets Intangible assets 5 Total non-current assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Other liabilities Provisions Total current liabilities NON-CURRENT LIABILITIES Provisions Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	December 2016 June 2016 $ $ 17,976,261 4,745,969 6,699,053 4,355,987
	24,675,314 9,101,956
	151,693 65,518 39,677 39,677 25,492,617 26,759,567
	25,683,987 26,864,762
	50,359,301 35,966,718
	3,953,578 2,976,527 614,040 557,878 469,448 457,522
	5,037,066 3,991,927
	358,786 315,587 39,677 39,677
	398,463 355,264
	5,435,529 4,347,191
	44,923,772 31,619,527
	137,591,366 120,693,650 625,427 404,736 (93,293,021) (89,478,859)
	44,923,772 31,619,527

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Page 6

Adslot Ltd and controlled entities

ABN 70 001 287 510

Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2016

31 December 2016

31 December 2016
Notes Balance at 1 July 2016 Movement in foreign exchange translation reserve Other comprehensive income Loss attributable to members of the company Total comprehensive income Transactions with equity holders in their capacity as equity holders Contributions of equity, net of capital raising costs 6 Reclassification of vested ESOP 6 Increase in employees share based payments reserve Balance 31 December 2016	Issued Capital $ Reserves $ Accumulated Losses $ Total Equity $ 120,693,650 404,736 (89,478,859) 31,619,527 - (47,373) - (47,373)
	- (47,373) - (47,373)
	- - (3,814,162) (3,814,162)
	- (47,373) (3,814,162) (3,861,535)
	16,906,927 - - 16,906,927 (9,211) 9,211 - - - 258,853 - 258,853
	16,897,716 268,064 - 17,165,780
	137,591,366 625,427 (93,293,021) 44,923,772

31 December 2015

31 December 2015
Notes Balance at 1 July 2015 Movement in foreign exchange translation reserve Other comprehensive income Loss attributable to members of the company Total comprehensive income Transactions with equity holders in their capacity as equity holders Contributions of equity, net of capital raising costs 6 Reclassification of vested ESOP 6 Increase in employees share based payments reserve Balance 31 December 2015	Issued Capital $ Reserves $ Accumulated Losses $ Total Equity $ 115,100,833 1,187,988 (81,340,374) 34,948,447 - (943) - (943)
	- (943) - (943)
	- - (4,149,565) (4,149,565)
	- (943) (4,149,565) (4,150,508)
	(2,215) - - (2,215) 735,859 (735,859) - - - 341,586 - 341,586
	733,644 (394,273) - 339,371
	115,834,477 792,772 (85,489,939) 31,137,310

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Page 7

Adslot Ltd and controlled entities

ABN 70 001 287 510

Consolidated Statement of Cash Flows For the Half-Year Ended 31 December 2016

Note Cash flows from operating activities Receipts from trade and other debtors Interest received Receipt of R&D tax incentives and other Grants Payment to trade creditors, other creditors and employees Income tax received/(paid) Interest paid Net cash outflows from operating activities Cash flows from investing activities Payments for property, plant and equipment Receipt of R&D tax incentive relating to capitalised assets Payment for intangible assets Net cash outflows from investing activities Cash flows from financing activities Proceeds from issue of shares Payments of equity raising costs Net cash inflows from financing activities Net increase in cash held Cash at the beginning of the half-year Effect of exchange rate changes on cash Cash at the end of the half-year	December 2016 December 2015 $ $ 5,498,072 5,948,810 47,599 49,357 - 508,121 (7,210,395) (7,167,556) - 8,878 (512) (17)
	(1,665,236) (652,407)
	(82,472) (34,012) - 1,716,792 (1,872,709) (1,625,044)
	(1,955,181) 57,736
	18,054,640 - (1,218,847) -
	16,835,793 -
	13,215,376 (594,671) 4,745,969 4,441,226 14,916 (11,296)
	17,976,261 3,835,259

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Page 8

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016

Note 1: Basis of preparation of half-year financial report

This general purpose financial report for the half-year ended 31 December 2016 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 . Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting .

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 30 June 2016 and any public announcements made by Adslot Ltd during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 .

Reporting Bases and Conventions

The half-year consolidated financial statements have been prepared on an accruals basis and are based upon historical costs. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the group’s annual financial report for the year ended 30 June 2016. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the group.

Any new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Page 9

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Note 2: Segment Information

Business segments

The Group reports its segments based on geographical locations:

• APAC – Australia, New Zealand and Asia;

• EMEA – Europe, the Middle East and Africa; and

• The Americas – North, Central and South America.

There has been no change to the basis of segmentation since the last annual financial report.

Half-year ended 31 December 2016

Half-year ended 31 December 2016
	APAC	EMEA	The Americas	Total
	$	$	$	$
External sales	3,641,110	165,165	214,404	4,020,679
Segment result from continuing operations	(2,027,644)	(278,504)	(597,865)	(2,904,013)
Depreciation (included in segment result)	21,134	493	1,536	23,163
Amortisation (included in segment result)	2,233,430	-	-	2,233,430
Additions to non-current assets	102,728	1,314	5,816	109,858
Balance Sheet 31 December 2016
Segment assets	46,456,025	250,139	430,062	47,136,226
Segment liabilities	(16,828,413)	(98,909)	(323,125)	(17,250,447)
Half-year ended 31 December 2015
	APAC	EMEA	The Americas	Total
	$	$	$	$
External sales	3,158,043	273,270	342,378	3,773,691
Segment result from continuing operations	(2,508,561)	(159,389)	(491,307)	(3,159,257)
Depreciation (included in segment result)	34,264	1,273	1,695	37,232
Amortisation (included in segment result)	2,679,998	-	-	2,679,998
Additions to non-current assets	27,101	-	4,906	32,007
Balance Sheet 31 December 2015
Segment assets	38,286,575	279,042	1,022,768	39,588,385
Segment liabilities	(16,111,127)	(134,151)	(137,086)	(16,382,364)

Page 10

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Note 2: Segment Information (continued)

Segment revenue reconciles to total revenue from continuing operations as follows:

Total segment revenue Head office revenue Interest revenue Total revenue	December 2016 December 2015 $ $ 4,020,679 3,773,691 - 24,600 128,173 40,455
	4,148,852 3,838,746

A reconciliation of adjusted segment result to operating profit before income tax is provided as follows:

Total segment result Interest revenue Other income and head office revenue Share option expenses Gain on foreign exchange Income tax expense Loss on sale of fixed assets Other head office expenses Loss before tax from continuing operations Reportable segment assets are reconciled to total assets as follows: Total segment assets Head office assets Intersegment eliminations Total assets per the statement of financial position	December 2016 December 2015 $ $ (2,904,013) (3,159,257) 128,173 40,455 415,440 419,125 (258,853) (351,321) 92,985 43,356 (5,698) (15,570) - (1,624) (1,282,196) (1,134,463)
	(3,814,162) (4,159,299)
	December 2016 June 2016 $ $ 47,136,226 38,519,837 53,581,021 47,795,613 (50,357,946) (50,348,732)
	50,359,301 35,966,718

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Page 11

Adslot Ltd and controlled entities

ABN 70 001 287 510

Note 2: Segment Information (continued)

Reportable segment liabilities are reconciled to total liabilities as follows:

Total segment liabilities Head office liabilities Intersegment eliminations Total liabilities per the statement of financial position Note 3: Revenue and Other Income Revenue Revenue from Trading Technology Revenue from Services Revenue from Adserving Total revenue from continuing operations Interest income Total revenue Other income Grant income Total other income Total revenue and other income	December 2016 June 2016 $ $ (17,250,447) (16,191,359) (555,608) (526,358) 12,370,526 12,370,526
	(5,435,529) (4,347,191)
	December 2016 December 2015 $ $ 2,721,907 2,001,259 948,287 1,261,530 350,485 535,502
	4,020,679 3,798,291
	128,173 40,455
	4,148,852 3,838,746
	415,440 394,524
	415,440 394,524
	4,564,292 4,233,270

Page 12

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Note 4: Expenses

Loss before income tax includes the following specific expenses:

Loss before income tax includes the following specific expenses:
Depreciation and amortisation Depreciation – Leasehold improvements Depreciation – Plant and equipment Amortisation – Software development costs Total depreciation and amortisation Capitalised research & development wages (net of related grants) Research & development wages expensed in the period Total research & development wages Superannuation expense Foreign currency gain	December 2016 December 2015 $ $ 1,237 13,004 21,926 24,228 2,233,430 2,679,997
	2,256,593 2,717,229
	966,479 789,365 1,091,288 1,068,607
	2,057,767 1,857,972
	342,004 314,529 92,985 43,356

Page 13

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Note 5: Intangible Assets

Period ended 31 December 2016

Opening net book amount Acquisitions Amortisation Carrying amount at 31 December 2016 t 31 December 2016 Cost Accumulated amortisation and impairment Carrying amount at 31 December 2016	Internally Developed Domain Intellectual Software Name Property Goodwill Total $ $ $ $ $ 3,375,131 38,267 8,184,230 15,161,939 26,759,567 966,479 - - - 966,479 (557,376) - (1,676,053) - (2,233,429)
	3,784,234 38,267 6,508,177 15,161,939 25,492,617
	6,302,227 38,267 29,045,250 15,161,939 50,547,683 (2,517,993) - (22,537,073) - (25,055,066)
	3,784,234 38,267 6,508,177 15,161,939 25,492,617

At 31 December 2016

Period ended 31 December 2015

iod ended 31 December 2015
Opening net book amount Acquisitions Amortisation Carrying amount at 31 December 2015 t 31 December 2015 Cost Accumulated amortisation and impairment Carrying amount at 31 December 2015	Internally Developed Domain Intellectual Software Name Property Goodwill Total $ $ $ $ $ 2,990,942 38,267 12,097,950 15,161,939 30,289,098 789,365 - - - 789,365 (442,331) - (2,237,666) - (2,679,997)
	3,337,976 38,267 9,860,284 15,161,939 28,398,466
	4,892,534 38,267 29,316,305 20,543,592 54,790,698 (1,554,557) - (19,456,022) (5,381,653) (26,392,232)
	3,337,977 38,267 9,860,283 15,161,939 28,398,466

At 31 December 2015

Page 14

Adslot Ltd and controlled entities

ABN 70 001 287 510

Notes to the Financial Statements for the Half-Year ended 31 December 2016 (Continued)

Note 6: Equity Securities Issued

Note 6: Equity Securities Issued
Issues of Ordinary Shares during the half-year New Ordinary Shares issued – value $ Treasury Shares movement – value $ Total Ordinary Shares issued – value $ New Ordinary Shares issued – number Treasury Shares movement – number Ordinary Shares issued – number	December 2016 December 2015 $ $ 16,906,927 184,294 (9,211) 549,350
	16,897,716 733,644
	167,557,636 2,520,377 (32,433) 6,555,820
	167,525,203 9,076,197

An additional 250,000 shares were issued to the Adslot Employee Share Trust during the period, which forms part of the consolidated group (2015: nil).

Note 7: Contingencies

There are no contingencies to be disclosed in the financial statements.

Note 8: Events subsequent to reporting date

There has not been any events subsequent to the reporting date that have a significant impact on the financial statements or are expected to have a significant impact on future financial statements.

Page 15

Adslot Ltd and controlled entities

ABN 70 001 287 510

Directors’ Declaration

In the Directors’ opinion:

• (a) The financial statements and notes set out on pages 5 to 15 are in accordance with the Corporations Act 2001 , including:

• i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

• ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2016 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date; and

• (b) there are reasonable grounds to believe that Adslot Ltd will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Directors.

On behalf of the Directors.

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Andrew Barlow Chairman

Melbourne 27 February 2017

Page 16

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The Rialto, Level 30 525 Collins St Melbourne Victoria 3000

Correspondence to: GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au

Auditor’s Independence Declaration To The Directors of Adslot Ltd

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of Adslot Ltd for the half-year ended 31 December 2016, I declare that, to the best of my knowledge and belief, there have been:

• a No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• b No contraventions of any applicable code of professional conduct in relation to the review.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [81 x 39] intentionally omitted <==

Michael Climpson Partner

Melbourne, 27 February 2017

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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The Rialto, Level 30 525 Collins St Melbourne Victoria 3000

Correspondence to: GPO Box 4736 Melbourne Victoria 3001

T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au

Independent Auditor’s Review Report To the Members of Adslot Ltd

We have reviewed the accompanying half-year financial report of Adslot Ltd (the Company), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2016, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a statement or description of accounting policies, other explanatory information and the directors’ declaration of the Group, comprising both the Company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-year Financial Report

The Directors of Adslot Ltd are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the Directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the consolidated half-year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Adslot Ltd consolidated entity’s financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Adslot Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

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A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we complied with the independence requirements of the Corporations Act 2001 .

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Adslot Ltd is not in accordance with the Corporations Act 2001 , including:

• a giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and

• b complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [81 x 39] intentionally omitted <==

Michael Climpson Partner

Melbourne, 27 February 2017