Digitouch — Capital/Financing Update 2015

Sep 14, 2015

DIGITOUCH

Project: E3 srl B

DigiTouch Group acquires E3 srl and strengthens its experties in social and performance marketing

September 2015

THE AD-TECH GROUP MOBILE MARKETING PERFORMANCE MOBILE DMP SOCIAL

This presentation contains financial information and/or operating data and/or market information regarding the business, assets and liabilities of DigiTouch S.p.A. and its subsidiaries ("DigiTouch"), CRM S.r.l. and its subsidiaries ("E3" and, together with DigiTouch, the "Companies") and the results of operations and markets in which the Companies are active. Such financial information may not have been audited, reviewed or verified by any independent accounting firm and/or such operating or market information may be based on management estimates or on reports prepared by third parties which neither DigiTouch nor E3 have independently verified. No reliance should be placed on the accuracy, completeness or correctness of the information included in this presentation (the "Information") or any opinions contained therein.

This presentation speaks as of its date and will not be updated. The Information may be subject to updating, completion, revision and amendment and such Information may change materially without notice. No person is under any obligation to update or keep current the Information contained in this presentation and any estimates, opinions and projections expressed relating thereto are subject to change without notice.

Any projections, estimates, forecasts, targets, prospects, returns and/or opinions contained in this presentation involve elements of subjective judgment and analysis and are based upon the judgment of DigiTouch as of the date of this presentation. Therefore, you should not place undue reliance on such statements. While these forward‐looking statements represent our judgments and future expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. No representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any valuations, forecasts, estimates, opinions and projections contained in this presentation. DigiTouch is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward‐looking statements whether as a result of new information, future events, or otherwise.

By accepting a copy of this presentation, you agree to be bound by the foregoing limitations.

Agenda

Introduction

• Target overview
• Description of the acquisition

COMPANY DESCRIPTION & MILESTONES

• E3 is an interactive agency with a digital DNA and a 15-year experience. Its focus is on the Italian digital advertising market with a strong specialization on social and performance marketing projects.
• E3 was established in 2000 by Fabio Racchini, Federico Ceccarelli and Maurizio Mazzanti.
• The main services that E3 offers are: Creativity, Media Planning & Buying, Social Media Strategy & Digital PR.
• Since 2004 E3 has won more than 50 awards attending the main Italian competition on digital creativity.
• In 2014 E3 had turnover of 4,4 Million of Euros and an EBITDA of 640 thousands Euros in 2014.

MANAGEMENT

Fabio Racchini is co-founder and President of E3. He is also Media Director of the agency. Before he worked in Pubblico and in Terenzi Communication.

Federico Ceccarelli is co-founder and Client Director of E3. Before he worked in Dida*El-KTS, in Assolombarda and in IRSO-Butera&Partners.

Maurizio Mazzanti is co-founder and Creative Director of E3. He also cooperates with Università Cattolica. Before he worked in Young & Rubicam.

• DigiTouch Group (here after "DigiTouch SpA″, or simply "DigiTouch″), within its strategic growth plan, has invested in CRM Srl, holding company that controls E3 (here after "E3″), to buy the 100% of the corporation stock (here after the "Operation").
• E3 brings to DigiTouch Group the following assets:
• a senior skilled team of in-house web developer,
• Innovative IT solutions
• Selective client base (finance, retail, food,..)
• Facebook Preferred Marketing Developer, a reward that only few agencies have in Italy.

The goal of this transaction is to strengthen DigiTouch Group porsition on the Italian digital advertising market and above all in social performance marketing

DESCRIPTION OF THE ACTIVITIES KEY STATISTICS

E3 focuses its activities on 2 business lines:

Media Planning & Creativity

• Strategic planning and media buying
• Tracking, competitors and post campaign analysis
• Conception, realisation and customization of digital advertising campaign
• Development of websites, contests, advergame, social and mobile applications

Social Performance Marketing

• Development and management of editorial plan
• Website and advertising optimization on search engines

Revenues trend:

E3 Revenues Trend (data in million of €)

Human Resources 33 employees

REVENUES FOR VERTICAL INDUSTRY (2014)

Clients vertical Finance	39,9%
Clients vertical Retail	13,3%

Clients vertical Food & Beverage	11,6%
Clients vertical Pharma	7,0%
Clients vertical Professional Services	5,2%
Clients vertical Automotive	3,7%
Negotiation rights	6,9%
Other	12,4%
Total Revenues	100%

33 main companies since 2012.

Thanks to E3 acquisition, DigiTouch Group confirms its leadership in finance and acquires other clients in food and pharma industries.

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SUBJECT

Acquisition of 100% of CRM Srl, E3 holding company.

PRICE

The amount of the acquisition is calculated as the sum of:

• A fixed component, that amounts to 3,1 Million of Euros including a net financial position at closing date for 1,43 Million of Euros.
• A variable component, determined by an earn out model in the amount of two times the difference between the Ebitda of the current year 2015 (which is expected to be in the range of 750 thousand Euros) and the Ebitda of the 2014 (650 thousands Euros).

PAYMENT

The payment will be concluded in a deferred time of 30 months after the closing signature that took place on 8th July 2015. The whole payment will be covered by internal financial resources.

DigiMob | DigiTouch Agency | Performedia | E3 | Audiens | MutuiperlaCasa

investor.relator@digitouch.it