ADSLOT LTD. — Investor Presentation 2018

Aug 2, 2018

Adslot.

INVESTOR PRESENTATION

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3 AUGUST 2018
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CONTENTS.

• Details of Capital Raising

• Company Background & Capability Overview

• Progress Update

• FY18 Financial Update

• The Problem Adslot Solves

• The Adslot Solution

• Adslot’s Strategic Market Position

• Summary

• Key Risks

• Glossary

• Important Notice & Disclaimer

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CAPITAL RAISING.

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OFFER DETAILS.

Offer Overview • Adslot announces a successful Placement of 140m shares to raise approximately $3.5m

• The Placement of shares is being made to new and existing sophisticated and institutional investors

• The Placement of 140m shares represents approximately 10.9% of Adslot’s existing share capital

Placement

• Shares will be issued under the Placement in two tranches:

• Tranche 1: 118m shares to be issued immediately using Adslot’s existing placement capacity to new and existing institutional and sophisticated investor shareholders raising $2.95m

• Tranche 2: 22m shares placed to Directors and related parties raising $0.55m, conditional on Adslot shareholder approval at a General Meeting of Shareholders to be held in Melbourne in mid-September

• Offer price of $0.025 per share represents:

Offer Price

• 3.8% discount to last closing price of $0.026 on 31 July 2018

• Parity with the 5 day VWAP of $0.025 to close of trade on 31 July 2018

Ranking

• New shares rank equally in all respects with existing shares

SOURCE AND USE OF FUNDS.

Funds raised under the Placement will be used as follows (assuming completion of the Placement Tranche 2):

• To provide additional working capital in order to maintain current velocity in Adslot Media product development and sales resourcing in anticipation of increased Trading Fee revenues over the coming year

• To support the deployment of Symphony to new markets

• To strengthen the balance sheet

Source of funds	$m (approx.)
Placement – Tranche 1	2.95
Placement – Tranche 2	0.55
TOTAL	3.50
Uses of funds	$m (approx.)
US Sales & Marketing	1.5
Symphony Deployment Team	0.8
Additional working capital	1.0
Transaction costs	0.2
TOTAL	3.5

INDICATIVE TIMETABLE.

Event	Date
Trading halt	Pre-open, Wednesday, 1 August 2018
Placement opens	Wednesday, 1 August 2018
Placement closes	Thursday, 2 August 2018
Trading halt lifted Announcement of results of Placement	Before 9.30am (Melbourne time), Friday, 3 August 2018
Settlement of Placement – Tranche 1 Appendix 3B lodged with ASX	Thursday, 9 August 2018
Allotment and trading of shares issued under Placement – Tranche 1 Cleansing Notice lodged with ASX	Friday, 10 August 2018
Date of General Meeting to approve Placement – Tranche 2	Mid-September 2018
Settlement of Placement – Tranche 2 Appendix 3B lodged with ASX	Mid-September 2018
Allotment and trading of shares under the Placement – Tranche 2 Cleansing Notice lodged with ASX	Mid-September 2018

All dates are indicative only and subject to change without notice at the discretion of Adslot Limited

COMPANY BACKGROUND & CAPABILITY OVERVIEW.

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COMPANY BACKGROUND.

Leading global provider of workflow and trading automation technology for digital advertising

Founded in 2010 & publicly traded (ASX: ADJ)

Global: HQ in Australia with operations in the US, UK, Vietnam, Germany and China

Customer base encompasses agency holding companies, independent agencies and hundreds of premium publishers

Global footprint and customer base encompassing 15 markets across Europe, North America and APAC

CAPABILITY OVERVIEW.

• Symphony - workflow automation platform for media agencies

• SaaS revenue model with high renewal rates

• Global contract with GroupM, world’s largest media buying group:

• Deployed in 13 countries, roll-outs for next 5 countries in progress

• Deployment into additional 15 countries anticipated by end of 2020

• Over $3B of online display media traded between agencies and publishers via Symphony annually

• Adslot earns revenue via Licence Fees (recurring subscription revenue) and Trading Fees (% of media spend spent with certain publishers)

AGENCY WORKFLOW

• New market deployments under contract targeting $6B+ of online display media traded annually via Symphony by end of 2020

• Adslot Media - trading automation platform for media buyers (brands/agencies) and sellers (online publishers) of online display advertising

• Transaction fee revenue model generating up to15% of media spend transacted, secured via the seller (no buy side fee)

• Unique value proposition combines:

• Automation of forward guaranteed display ad market

• Data driven audience targeting at scale, including advertiser 1[st] party data

• Validation from buyers and sellers – approaching significant tipping point

• Highly scalable business model with no variable costs, infrastructure or big data costs

AUTOMATED GUARANTEED

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PROGRESS UPDATE.

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LICENCE FEES FROM SYMPHONY ARE CONTRIBUTING STRONGER GROWTH.

On 20[th] July 2018, Adslot announced GroupM (Adslot’s largest Symphony client and the world’s largest media buyer) has agreed to a series of updated terms to its global Symphony agreement:

• Contracted Symphony Licence Fee revenue forecast to grow by 38.7% to $5.5m in FY19

• Agreed deployment schedule for a minimum of five additional markets in FY19

• Expected growth in Symphony License Fees for major markets already deployed

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Chart and table normalized to reflect adjustments disclosed in ASX release of 20 July 2018

THE JUNE LAUNCH OF AUDIENCE FIRST ALLOWS THE COMPANY TO ACCESS NEW TRADING FEE REVENUE.

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Product Milestones

Supply Milestones

SYM demand/user Milestones

SYM new market activations

Commercial Milestones

AUDIENCE FIRST IS SHOWING MOMENTUM.

Number of Trades

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AUDIENCE FIRST TRADES IN THE THE AVERAGE $ VALUE OF US MARKET IS HIGHER THAN THE HISTORICAL AVERAGE.

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Note: This chart shows the average AUD $ value of individual Audience First campaigns ($147k) since its launch in June 2018, compared to the Company’s historical average campaign trade values globally ($21k) and in the US market ($41k) for Adslot Media in the last 2 years to 30 June 2018.

THE VOLUME OF TRADES IN THE CURRENT (SEPT) QTR IS ON TRACK TO GREATLY EXCEED THE JUNE QTR.

Volume of Trades (Actual) Pro-rata forecast based on QTD Actuals

THE $ VALUE OF MEDIA TRADED VIA ADSLOT MEDIA STAND-ALONE IS GROWING.

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…AND THE CURRENT QUARTER TO DATE IS INDICATING STRONG GROWTH IN $ VALUE OF MEDIA TRADED FROM ALL SOURCES.

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FY18 FINANCIAL RESULTS.

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FY18 FINANCIAL RESULTS UPDATE.

FY18 primarily reflects a year of investment in both product R&D and sales and marketing.

Despite an improvement in operating metrics, the improvement has not yet resulted in increased revenue.

A strategic review was conducted in Feb 18 which resulted in a reduced cost structure and more targeted business strategy.

The Company's FY18 audited financial results will be announced at the end of August 2018.

Expected financial results for the 12 months ended 30 June 2018 include:

• Trading Technology Revenue of $5.2m, 4% lower than PCP

• Total Revenue and other Income of $8.0m, 11% lower than PCP

• EBITDA loss of $6.4m, 50% higher than PCP

Important Disclaimer:

The FY18 financial information has not been subject to review or audit and should not be relied on as if it were audited information.

Further, while the Company does not presently anticipate being required to make a material impairment charge in its income statement for FY18, this position will not be finalised until the FY18 audit is completed. Refer to the key risks section for further details.

THE PROBLEM ADSLOT SOLVES.

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The $38B* forward guaranteed display ad market has traditionally been traded manually via spreadsheets and purchase orders. Adslot provides media workflow automation ( Symphony ) and media trading automation ( Adslot Media ) to large buyers and sellers of forward guaranteed media.

• Source: eMarketer Report, Net Display Ad Revenue Share Worldwide, 2016-2019

WHY SYMPHONY?

1. Improves operational

efficiency through systems integration.

1. Provides a consistent, centralised data asset that enables data-driven

insights and decision-making across the group.

EFFICIENCY IMPROVEMENT...

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• 35%

• Note: Management estimate based on efficiency improvement measured when deploying Symphony to agency clients

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WHY ADSLOT MEDIA?

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THE ONLINE DISPLAY AD MARKET BREAKS DOWN INTO TWO PRIMARY SEGMENTS…

• Automated (programmatic)

• Traded via purpose built platforms

• Is audience targeted – ‘addressable’

• Traded impression by impression in real time (‘real-time bidding’ or ‘RTB’)

• Non Automated (manual)

• Not traded via platforms but manually via email, telephone, spreadsheets and purchase orders

• Not audience targeted – ‘non addressable’

• Traded on a forward reserved basis – ‘forward guaranteed’

• Source: eMarketer, Net Display Ad Revenue Share Worldwide, by Company, 2016-2019

Why hasn’t the $38B forward guaranteed segment transitioned to programmatic (RTB) automation..?

BECAUSE THE RTB ECOSYSTEM WASN’T BUILT TO SERVICE FORWARD GUARANTEED DEALS.

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Programmatic wasn’t built for the
•
forward guaranteed market… Largest Audience
Highest priority – • Best Ad Formats
sponsorship buys FORWARD GUARANTEED • Premium Position
• No forward reservations
• Large Audience
• No guarantee from buyer or seller Medium priority –CPM buys FORWARD GUARANTEED •• Premium Ad FormatsPremium Position
•
No availability checks
• • Smaller Audience
No order management toolset Low priority – RTB • Lower Quality Ad Formats
• Unsold inventory only (a particular programmatic buys • Lower Quality Position
subset of the total market) PMP • Smallest Audience
• Lower quality ad placements/inventory RTB • Lowest Quality Ad Formats
Open RTB • Lowest Quality Position
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RTB TECHNOLOGY IS COMPLICATED, WITH MULTIPLE INTERDEPENDENT PLATFORMS SITTING BETWEEN BUYER AND SELLER…

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Note: Please see Glossary section at the end of this presentation for acronym definitions.

…MAKING RTB AUTOMATION HUGELY INEFFICIENT.

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Source: LabMatik Industry Report: ‘Unlocking Shareholder Value in Programmatic’ May 2018

THE ADSLOT SOLUTION.

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THE BENEFITS OF ADSLOT ARE MANY, MATERIAL AND SHARED ACROSS STAKEHOLDERS.

– Automation operational efficiency for buyer & seller, reduces complexity/human error, speed to market

– Economic efficiencies significantly reduces labour cost (forward guaranteed) and removes adtech tax (programmatic) – Transparent advertiser, buyer & seller have 100% transparency on every media dollar

– No Fraud zero programmatic fraud as trades are direct, server to server

– No data leakage zero data leakage as passing of data is direct, server to server

– Brand Safe every impression, every site and publisher is known and signed off directly between buyer & seller in advance

– Larger pool of inventory Adslot exposes ALL available inventory/audience to the buyer, not just the unsold inventory/audience available via programmatic/RTB

– Reservation based/certainty advertisers know what invetory and audiences are available and can plan/reserve them in advance (not possible via programmatic/RTB tech)

– Superior campaign performance campaigns transacted via Adslot can be easily optimised and consistently perform better across key metrics including delivery to target, viewability %, CTR and other metrics

– Higher Quality Publishers/Sites/Ad Units Adslot’s marketplace is a curated catalogue of premium publishers, sites and content

– Takes priority over programmatic (RTB) demand Adslot orders are pushed into the publisher adserver at the top of their waterfall, and so take priority over competing demand from programmatic sources

ADSLOT MEDIA IS A SIMPLE, SCALABLE TECHNOLOGY SOLUTION THAT COMPLETELY BY-PASSES RTB, REMOVING COST, RISK AND COMPLEXITY…

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AND ADSLOT NOW SUPPORTS ALL FORMS OF AUDIENCE TARGETING…

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…WHICH CAN DIRECTLY BENEFIT ADVERTISERS AND PUBLISHERS…

Adslot shifts the structural economics from this…

…to this…

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Global Display Ad Spend (USD $B’s)*

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…which also grows the market Facebook & Google opportunity to Programmatic include non Forward Guaranteed (non programmatic) FB/Google spend…to c.$55B

• Source: eMarketer, Net Display Ad Revenue Share Worldwide, by Company, 2016-2019 and Google and Facebook public filings

ADSLOT’S STRATEGIC MARKET POSITION.

ADSLOT HAS ESTABLISHED A STRATEGIC POSITION…

1. Market leading technology that has been validated by leading agencies and advertisers

2. Signed hundreds of premium publishers

3. Future leverage from over $3B (targeting $6B+ by 2020) of Symphony demand

4. Global sales and customer footprint in key markets

5. Built on an API architecture to enable integrations with multiple enterprise systems

1. Market leading technology that has been validated by large agencies and advertisers

• Major agencies/advertisers across US/UK/Australia have traded via Adslot

• Most first time users have conducted repeat trades via Adslot

• The most requested feature and the gateway to significant adoption is the ability to trade against advertiser 1[st] party data (audience targeting using advertiser’s own data)

• The ability to trade against advertiser 1[st] party audiences was released in June 2018 ( Audience First )

• In the weeks since release:

• Significant advertisers have traded (eg. top 5 US advertiser)

• Average value of trades has grown to $147k vs $41k historical average

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2. Signed hundreds of premium publishers…and a fast growing number to Audience First

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Note: publisher contracts are non-exclusive and do not have guaranteed volume, expenditure or revenue conditions. Publisher logos emphasized by red border have the capacity to target advertising based on advertiser 1[st] party audience data ( Audience First )

3. Future leverage from $3B of Symphony demand (targeting $6B+ by 2020)

• c. $3b of annual agency demand managed through Symphony

• Hundreds of premium publishers signed to Adslot

• Basic integration of Adslot publishers & products integrated into Symphony

• Future migration of Symphony publisher UI to Adslot publisher UI will allow transactions initiated by a buyer in Symphony to be received and approved by a Publisher in Adslot

• Symphony is a source of demand that will allow Adslot to drive Trading Fee revenue (transactional revenue based on media spend) in future

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Hundreds of premium
$3B demand
publishers
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4. Global sales and customer footprint in key markets

• HQ – Sydney/Melbourne: Product Development, Product Management, Finance, Technology, Sales, Customer Service (APAC & Global)

• Ho Chi Minh: Product Development

• Shanghai: Customer Service (APAC)

• Munich: Sales, Customer Service (EMEA)

• London: Sales, Customer Service (UK/EMEA)

• New York: Sales, Customer Service (North America), Marketing (Global)

• San Francisco: Sales (US)

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5. Adslot technology is built on API architecture to enable interoperability

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…CREATING A SIGNIFICANT MARKET OPPORTUNITY.

• Online display advertising is a $110B global market growing at circa 20% CAGR*

• The highest growth segment representing c.$70B* is programmatic (traded via purpose built platforms, ie. RTB) and allows audience targeting

• The c.$40B* forward guaranteed segment is traded manually and without the benefits of audience targeting

• Adslot is a market leading platform that:

• Automates forward guaranteed media buying/selling

• Enables all forms of audience targeting

• Leverages pre-existing infrastructure so incurs no incremental variable cost

• Adslot has established a strategic position from which to capitalise:

• Seeing initial adoption from some of the world’s largest advertisers/agencies

• Signed a significant and growing catalogue of supply (premium publishers) in key markets

• Built out a global sales and support footprint

• $3B+ of demand captured via Symphony to unlock in future

• No big data, infrastructure or variable technology costs

*Source: eMarketer, Net Display Ad Revenue Share Worldwide, by Company, 2016-2019

ADSLOT IS A HIGHLY SCALABLE BUSINESS...

• The market opportunity is large: $38B*

• The value Adslot creates is distributed across the primary stakeholders: advertiser, buyer, seller

• Transaction based model sees Adslot generate revenue of up to 15% of media traded

• There is no fee to the advertiser/buyer - Adslot’s fee is collected via the publisher

• Cost base is largely fixed:

• None of the technology, infrastructure and data costs of RTB (not managing ‘big data in real time’)

• Adslot technology leverages existing technology and is independent/agnostic

*Source: eMarketer, Net Display Ad Revenue Share Worldwide, by Company, 2016-2019

…WITH DISTINCT DIFFERENTIATION AND UNIQUE BENEFITS

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COMPETITOR SET Adserver Integrated Buyer-Seller Direct No Demand Side Fee Tech Agnostic
= yes = limited (eg. Google is integrated only with its own proprietary adserver, DFP) = no
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SUMMARY.

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SUMMARY

• The opportunity to automate a $38B industry is large and growing

• Adslot’s two-product strategy is well placed to take advantage of changing market dynamics

• In Symphony , the company has a product with strongly growing SaaS based revenues

• In Adslot Media , the company has a product that should it achieve sufficient scale, will become a high margin, high profit business based on a transactional revenue model

• The addition of Audience First gives Adslot a unique proposition to enable large advertisers to leverage their audience data

• We are seeing initial validation of our current strategy – the world’s largest media buyers, prominent media publishers, growing trading volumes, increases in average value of trades.

KEY RISKS.

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KEY RISKS.

This section discloses some of the key risks attaching to an investment in Adslot. Before investing in Adslot, you should consider whether this investment is suitable for you having regard to publicly available information and your personal circumstances and following consultation with your professional advisors. The risks in this section are not, and should not be considered to be or relied on as, an exhaustive list of risks relevant to an investment in Adslot. The risks are general in nature and regard has not been had to the investment objectives, financial situation, tax position or particular needs of any investor.

Company specific risks

AusIndustry R&D Tax Incentive Scheme Review

Following an initial request for information, AusIndustry has indicated its intention to conduct a review of Adslot’s FY2016 R&D Tax Incentive rebate claim. The R&D Tax Incentive is an Australian Government program under which companies receive cash refunds for 43.5% of eligible expenditure on research and development. The AusIndustry review is consistent with the Government’s stated focus of ensuring compliance for software businesses (such as Adslot) that claim under the R&D Tax Incentive scheme. The total amount of the Company’s FY2016 rebate was $2.3m.

Adslot will respond as required with the AusIndustry review and believes that it is in compliance with the terms of R&D Tax Incentive scheme and that its FY2016 claim is consistent with the criteria of the scheme.

Asset impairment

Adslot is periodically required to assess the carrying value of its non-current assets, including its brands and goodwill. Where the recoverable amount of an asset is assessed to be less than its carrying value, Adslot is obliged to recognise an impairment charge in its income statement. Impairment charges can be significant and can reduce the level of a company’s profits and, potentially, its capacity to pay dividends. Impairment charges are a non-cash item.

Further, the Company and its auditors are required to assess the carrying value of its non-current assets as part of the FY18 audit. While the Company does not presently anticipate being required to make a material impairment charge in its income statement for FY18, this will not be finalised until the FY18 audit has been completed. In the event that an impairment charge is in fact required, this may adversely affect the Company’s financial performance in FY18.

Non-audited financial information

The financial information for Adslot in relation to the financial year ending 30 June 2018 (FY18) included in this presentation has not been subject to review or audit and could be subject to revision following review by Adslot’s external auditors. Investors should not rely on this information as if it were audited financial information.

Future capital requirements

The continued operations of Adslot may be dependent on its ability to obtain financing through debt, equity financing or capital raising. There is a risk that Adslot may not be able to access capital for future projects or developments due to factors beyond its control which could have a material adverse impact on Adslot’s business and financial condition.

KEY RISKS.

Failure to retain existing customers and attract new customers

Adslot’s business depends on its ability to retain existing customers and its growth prospects depend on its ability to attract further business from existing customers and to attract new customers.

There is a risk that customers reduce the use of Symphony workflow software or Symphony-Adslot integrated trading platform, for example, in terms of the number of users, number of modules, value of advertising spend transacted and volume of transactions, which would result in a reduction in the level of licence fees and trading revenue payments. There is also a risk that customers cease to use Symphony workflow software or Symphony-Adslot integrated trading platform at the end of any contracted periods, or terminate contracts early. If customers terminate their contracts, or reduce their usage of Adslot’s software or trading platform, Adslot’s revenue, including revenue characterised as recurring revenue, could decrease.

If customers do not continue to use Adslot’s software or trading platform and/or decrease their use of Adslot’s products over time, and if new customers do not choose to use Adslot’s software or trading platform, growth in revenue may slow, or revenue may decline.

Decline in advertising volumes and economic conditions

A decline in regional and global advertising volumes or negative economic conditions, including in the advertising services market, may adversely affect Adslot’s financial performance. Adslot’s customers are media buying groups, advertising agencies and online publishers whose business operations depend on regional and global advertising activities which can be closely linked to regional and global economic activity. A decline in economic activity would therefore adversely affect Adslot’s financial performance and position.

Adslot operate in a competitive industry

Adslot competes against both other digital advertising software and/or trading platform providers and should they develop in-house software and trading platforms of their own, customers’ in-house IT departments. Some existing and potential competitors have significantly more financial resources than Adslot.

Competitors could increase their market share, Adslot may fail to anticipate and respond to technology changes as quickly as its competitors, competitors may expand their product offering, and new competitors could develop products which compete more effectively with Adslot products.

Any deterioration of Adslot’s competitive position would adversely affect Adslot’s financial performance and position.

KEY RISKS.

Reliance on Symphony and Adslot trading platform and failure to adequately maintain and develop it

Adslot’s business model depends on an ability to continue to ensure that customers are satisfied with Symphony workflow software and the Symphony-Adslot integrated trading platform. There is a risk that Adslot may fail to maintain the Symphony workflow software and Symphony-Adslot integrated trading platform adequately, or that updates may introduce errors and performance issues, causing customer satisfaction in the Symphony workflow software and Symphony-Adslot integrated trading platform to fall. Any of these factors may result in reduced sales and usage, loss of customers, damage to Adslot’s reputation, an inability to attract new customers and potentially claims for compensation.

Future revenue growth also depends on an ability to develop enhancements and new features and modules for the Symphony workflow software and Symphony-Adslot integrated trading platform so that they continue to meet customer needs, attract new customers and generate additional revenue from increased usage. There is a risk that the development and introduction of new features and modules does not result in a successful outcome for various reasons.

Failure to realise benefits from product development costs

Developing software and trading platform technology is expensive and the investment in the development of these product offerings often requires an extended period to achieve a return on investment. An important element of Adslot’s corporate strategy is to continue to make investments in innovation and related product opportunities. The Company believes it must continue to dedicate resources to innovation efforts to develop the software and trading platform product offering and maintain a competitive position. However, Adslot may not receive significant revenues from these investments for a material period, or may not realise such benefits at all.

Reliance on third party IT suppliers

Adslot rely on certain contracts with third party suppliers to maintain and support its IT infrastructure. In particular, Adslot relies on contracts with tier one solution providers for the provision of cloud hosted database, development platform, software or trading platform infrastructure. If contracts with key suppliers are terminated or suffer a disruption for any reason, this could materially adversely impact Adslot’s operations and financial performance.

Disruption or failure of technology systems

Both Adslot and its customers are dependent on the performance, reliability and availability of technology platforms, data centres and global communications systems (including servers, the internet, hosting services and the cloud environment in which products are provided). There is a risk that these systems may be adversely affected by disruption, failure, service outages or data corruption that could occur as a result of computer viruses, “bugs” or “worms”, malware, internal or external misuse by websites, cyber attacks or other disruptions including natural disasters, power outages or other similar events.

Security breach and data privacy

Adslot products involve the storage and transmission of customers’ confidential and proprietary information, including intellectual property, confidential business information, information regarding their customers, and other confidential information.

Adslot’s business could be materially impacted by security breaches of customer’s data and information, either by unauthorised access, theft, destruction, loss of information or misappropriation or release of confidential customer data.

KEY RISKS.

Ability to attract and retain key personnel

Adslot’s success is dependent upon the retention of key personnel, in particular members of the senior management and product teams. In addition, Adslot needs to attract and retain highly skilled software development engineers.

Competition for such personnel is intense. There is a risk that Adslot may not be able to attract and retain key personnel or be able to find effective replacements for them in a timely manner. The loss of such personnel, or any delay in their replacement, could materially adversely impact Adslot’s ability to operate the business, achieve growth strategies and secure prospects, including through the development and commercialisation of new products or modules.

Country/region specific risks in new and/or unfamiliar markets

As Adslot expands its presence in new international jurisdictions, it is subject to the risks associated with doing business in regions that may have political, legal and economic instability or less sophisticated legal and regulatory systems and frameworks, including (i) unexpected changes in, or inconsistent application of, applicable foreign laws and regulatory requirements, (ii) less sophisticated technology standards; (iii) difficulties engaging local resources; and (iv) potential for political upheaval or civil unrest. As Adslot enters newer and less familiar regions there is a risk that it fails to understand the laws, regulations and business customs of these regions.

Failure to protect intellectual property rights

The value of the Adslot brand and products is dependent on an ability to protect intellectual property, including business processes and know-how, copyrights and trademarks. There is a risk that Adslot may be unable to detect the unauthorised use of its intellectual property rights in all instances. Further, actions taken to protect intellectual property may not be adequate or enforceable and thus may not prevent the misappropriation of intellectual property and proprietary information. Breach of Adslot’s intellectual property rights may result in the need to commence legal action, such as infringement or administrative proceedings, which could be costly time consuming and potentially difficult to enforce in certain jurisdictions and may ultimately prove unfavourable. Failure to protect intellectual property rights could have an adverse impact on Adslot’s operations and financial performance.

KEY RISKS.

General risks

Adslot is exposed to a number of other general business risks including risks relating to breach of third party intellectual property rights, failure to keep abreast of changes in political and regulatory environments, foreign exchange, potential litigation and certain investment risks.

The following risks have been identified as being key general risks. These risks have the potential to have a significant adverse impact on Adslot which may in turn affect the financial position, prospects and price of its listed securities. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, others can be covered by insurance, but some are outside the control of Adslot and cannot be mitigated or insured against.

Economic conditions

The economic condition of both domestic and global markets may affect the performance of Adslot. Factors such as fluctuations in currencies (including exchange rates), commodity prices, inflation rate, interest rates, supply and demand and industrial disruption may have an impact on operating costs and therefore future possible revenues and the share market price.

Securities listed on a stock market can experience price and volume fluctuations that are often unrelated to the performance of the company. General factors that may affect the market price of Adslot shares include economic conditions, both locally and internationally, the global security situation, the possibility of terrorist disturbances and changes in government legislation or policy.

Dilution

Adslot shareholders will be diluted by the issue of New Shares under the Placement.

Foreign exchange risks

A proportion of Adslot's revenues, costs, assets and liabilities are denominated in currencies other than Australian dollars. Exchange rate movements affecting these currencies may impact the income statement or assets and liabilities of Adslot, to the extent the foreign exchange rate risk is not hedged or not appropriately hedged.

Taxation

Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Adslot shares, or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Adslot operates, may impact the future tax liabilities of Adslot.

KEY RISKS.

Business factors

The continuing economic viability of Adslot will be dependent on managing risk factors normally found in conducting a business, including management of contractual risks, litigation due to breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise), loss of services of key management or operational personnel or change in tax and accounting laws.

There can be no assurance that parties with whom Adslot has entered into commercial arrangements will adhere to the terms of the contracts and arrangements. There is the potential of material failure by or insolvency of any customer or supplier used by Adslot in any of its activities. Such being the case, this could cause disruption to the operations of Adslot. Adslot is unable to predict the risk of insolvency or other managerial failure by any of its customers or suppliers or other service providers used by Adslot.

All of the mentioned business factors could have a material adverse effect on the results of the operations or the financial condition of Adslot.

Change in accounting policy

Adslot is subject to the usual business risk that there may be changes in accounting policies which impact Adslot.

GLOSSARY.

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GLOSSARY.

RTB – “Real-Time Bidding”, otherwise known as “programmatic” refers to digital display advertising that is traded in real-time, on an impression-by-impression basis, driven by algorithms representing both buyer (DSP) and seller (SSP).

DSP – “Demand-Side Platform” – a technology platform used by media buyers to buy ad impressions in real-time via exchanges using computer algorithms.

SSP – ”Supply-Side Platform” – a technology platform used by media publishers to sell ad impressions in real-time via exchanges using computer algorithms.

DMP – “Data Management Platform” – a technology platform used by either media buyers or sellers which contains demographic or behavioural information on individual users, to enable audience targeting.

CPM - ”Cost per Mille” or “cost per thousand impressions” is a standard advertising term by which publishers price advertising inventory. One impression is one ad view.

PMP – “Private Market Place” is a capability within the RTB ecosystem that allows publishers to restrict availability of their ad inventory to certain (pre-approved) advertisers

UI – “User Interface” is the interface that users operate applications or software on desktop or laptop computers, mobile or tablet devices, etc.

Important Notice & Disclaimer

This Presentation contains summary information about Adslot Limited ABN 70 001 287 510 ( ADJ or the Company ) and its activities as at Friday, 3 August 2018. It has been prepared in relation to a placement of new ordinary shares to be made to certain eligible institutional investors (“New Shares”). The information in this Presentation is of a general nature and does not purport to be complete or comprise all information which a shareholder or potential investor may require in order to determine whether to deal in ADJ shares. It should be read in conjunction with ADJ’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. Not an offer

This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law, or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. In particular, this Presentation has been prepared for release in Australia and is not for distribution or release in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States (or any other jurisdictions).

Restrictions

Any New Shares offered in connection with this Presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“US Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. This Presentation may not be distributed in the United States, or any other jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. The distribution of this Presentation outside Australia may be restricted by law, and persons into whose possession this Presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws.

Not financial product advice

This Presentation is for information purposes and does not constitute financial product, investment, legal, taxation or other advice or a recommendation to acquire ADJ shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the available information, having regard to their own objectives, financial situation and needs and seek financial, legal and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide financial advice in respect of its shares. Cooling off rights do not apply to the acquisition of ADJ shares.

Past performance

Past performance information, including past share price performance, should not be relied upon as an indication of future performance.

Investment risk

An investment in ADJ shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company. ADJ does not guarantee any particular rate of return or the performance of the ADJ shares.

Future performance

This Presentation contains certain references to forecasts, estimates, assumptions and other forwardlooking statements and statements regarding the intent, belief or current expectations of ADJ. The words “likely”, “expect”, “aim”, “should”, “could”, “may”, “anticipate”, “predict”, “believe”, “plan” and other similar expressions are intended to identify forward-looking statements.

Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This Presentation contains such statements, which are subject to risk factors associated with an investment in ADJ. The Company believes that these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and other important factors that could cause actual results, performance or achievements of ADJ to be materially different from future results, performances or achievements expressed or implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Presentation.

No representation

No representation or warranty, express or implied, is made as to the fairness or correctness of the information, opinions and conclusions contained in this Presentation. To the maximum extent permitted by law, none of the Company and its related bodies corporate, or their respective directors, employees, agents or advisers, nor any other person, accepts liability for any loss arising from the use of this Presentation or its contents or otherwise arising in connection with it, including without limitation, any liability from fault or negligence on the part of the Company, its related bodies corporate or any of their respective directors, employees, agents or advisers.

Financial data and FY2018 unaudited results

All references to dollars ($) and cents are to Australian currency, unless otherwise stated. This presentation includes financial information for Adslot in relation to the financial year ending 30 June 2018 (FY18). This information has not been subject to review or audit and could be subject to revision following review by Adslot’s external auditors. Investors should not rely on the unaudited FY18 financial information in this presentation as if it were audited financial information.

Market and industry data

This Presentation contains data relating to the industries, segments and markets in which the Company operates ( Industry Data ). Unless otherwise stated, this information has been prepared by ADJ using both publicly available data and its own internally generated data. ADJ’s internally generated data is based on estimates and assumptions that the directors and management of the Company believe are reasonable. In addition to the Industry Data, the Presentation contains third party market data, estimates and projections. There is no assurance regarding the accuracy of such information and the third party information, and the Industry Data, has not been independently verified by ADJ.

THANK YOU.

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