FYBER N.V.Annual Report 2018

Results PresentationApril 2019Ziv Elul CEO | Yaron Zaltsman CFO

“These materials may contain forward-looking statements based on current assumptions andforecasts made by Fyber N.V.’s management and other information currently available to FyberN.V. By their nature, forward-looking statements involve a number of risks, uncertainties andassumptions that could cause actual results, performance or events to differ materially fromthose expressed or implied by the forward-looking statements. Statements contained in thesematerials regarding past trends or events should not be taken as a representation that suchtrends or events will continue in the future. Neither Fyber N.V. nor any other party is under anyduty to update or inform you of any changes, whether as a result of new information, futureevents or otherwise, to the information in these materials.

Certain market data and financial and other figures (including percentages) in these materialswere rounded in accordance with commercial principles. Figures rounded may not in all casesadd up to the stated totals or the statements made in the underlying sources. For the calculationof percentages used in the text, the actual figures, rather than the commercially rounded figures,were used. Accordingly, in some cases, the percentages provided in the text may deviate frompercentages based on rounded figures. The financial information relating to the Group containedin this document has not been audited or reviewed.

No reliance may be placed for any purposes whatsoever on the information contained in thisdocument or on its completeness. No representation or warranty, expressed or implied, is givenby or on behalf of Fyber N.V. or any of its affiliates, directors, officers or employees, advisors orany other person as to the accuracy or completeness of the information or opinions contained inthis document, and no liability whatsoever is accepted for any such information or opinions orany use which may be made of them. This document does not constitute an offer to sell, or asolicitation of an offer to buy, any securities.”

Disclaimer

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Fyber FairBid - Mediation EvolvedIntroduction & Highlights

Ziv ElulCEO

We build technology that empowers app developers to grow their business through quality advertising

4

Fyber at a GlanceBerlin-based ad tech company listed on Frankfurt Prime Standard

Leading with tech270+ employees – 40% working in R&D and product

GlobalBerlin l Tel Aviv l San FranciscoNew York l London l Beijing l Seoul

SAN FRANCISCO

NEW YORK

LONDON

BERLIN

TEL AVIV

BEIJING

SEOUL

Scale€129m gross revenue 2018 & +20% growth for 2019E

38% growth of programmatic core business in Q4 2018 YoY & 17% in Q1 2019 YoY

5

100% app-focusedProducts that enable app publishers to grow their business

Highlights 2018 (1/2)

6

The merger is (essentially) completed

★ Launched new unified brand, sunsetting all old brands

★ Full organizational integration of former group companies, tech integration in final stages

★ Launched new flagship product, Fyber FairBid & formed partnerships with several significant in-app players including Facebook Audience Network

★ Moved from 3 mediation platforms & 2 ad exchanges to integrated product suite of Fyber FairBid & Fyber Marketplace

The one-off effects of cleaning up our marketplace have been completed

★ Fully transparent ad platform providing access to high-quality, direct publishers

★ Income from Q4 2018 onwards is fully coming from core business

Highlights 2018 (2/2)

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The core programmatic business is growing unaffected from one-off effects

★ Core programmatic business grew 10% YoY in 2018, 38% YoY in Q4 2018

Product & business

★ 2k+ apps integrated with Fyber FairBid since its release in Q4 2018

★ Launched Offer Wall Edge, complete redesign of one of our core ad formats

Financials

★ 25% annual cost savings for 2018 vs. 2017

★ Achieved positive adj. EBITDA in Q4 2018

★ €74 million convertible bonds conversion into equity underway

Publisher Buyer

Fyber’s comprehensive solutionState-of-the-art publisher-facing app monetization

8

Fyber FairBidThe evolution of app monetization

Why Fyber?In-app header biddingMediation

■ Pro: get access to a large amount of ad partners with one integration

■ Con: ad partners bidding one at a time based on predefined ranking

■ Con: potential revenue loss for publishers & coverage loss for advertisers

■ Con: increased manual effort by publisher to establish the ranking

■ Con: limited number of advertisers that publishers can enable

■ Enables publishers to offer everyad opportunity to all demand partners in real-time

■ All demand partners, regardless of their technical integration, participate in every auction

■ Highest bid wins = true yield optimization for publishers

■ Maximize competition = Maximize revenue

■ In web, header bidding created an uplift of 20%-50% in publisher revenue

■ Proven expertise in mediation and real-time bidding

■ Extensive network of over 180 programmatic demand partners

■ Advanced analytics tools & granular data

■ Partnerships in place with market leading ad networks & strong pipeline

Previously Now up

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Based on over 1bn impressions monetized via the Fyber FairBid unified auction

10

21%

eCPM increase up to

26%

ARPDAU increase up to

37%

Ad Survival Rate increase up to

Higher yieldHigher average

revenue per userHigher ad success rate

Also check slide 26 for a client success story on Fyber FairBid

Fyber FairBidPreliminary results

Our growth strategy is based on technology & innovation

1111

Our core programmatic business grew 38% in Q4 2018 YoY and 17% in Q1 2019 YoY

Innovations in areas of fastest market growth pushed total gross revenue in October +20% vs. Q3 2018

Existing products New products

Sustainable, loyal client network based on SDK integrations with a consistent retention rate of 85%+

Existing publishers

Onboarded 50+ high-profile publishers in H2 2018 alone, including Atari and TheChiveBuilt a strong client pipeline for 2019

New publishers

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Financials & Outlook

Yaron ZaltsmanCFO

12

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FY’2018: -44% in revenue driven by €80 million in one-

off effects cut from revenue base

Q4’18: -27% in revenue driven by €10 million in one-off

effects cut from revenue base

FY’2018 : -34% in net revenue; slower decline based

on increased net revenue margin of 36%

Q4’18: -24% in net revenue; slower decline based on

increased net revenue margin of 35%

FY’2018 : IT cost (mainly server cost) at 9% of gross

revenue

Q4’18 : IT cost at 6% of gross revenue, as is expected

to be going forward

FY’2018 : Operational cost base reduced by 25% YoY,

largely based on integration & synergies

Q4’18 : Operational cost base reduced by 17% YoY

FY’2018 : Adj. EBITDA of €(7.2) million

Q4’18 : Positive adj. EBITDA of €0.6 million,

representing 2% of gross revenue

Full year Q4

In € millions 2018 2017 YoY change 2018 2017 YoY change

Gross revenue 128.5 229.8 -44% 38.6 52.6 -27%

Revenue share to 3rd parties

(82.5) (159.9) -48% (25.1) (34.9) -28%

Net revenue 46.1 69.9 -34% 13.5 17.7 -24%

Net revenue margin 35.9% 30.4% +5.5pp 35.0% 33.6% +1.4pp

IT cost* (11.2) (15.5) -28% (2.5) (3.5) -29%

R&D cost* (13.5) (19.2) -30% (3.6) (3.8) -5%

S&M cost* (19.6) (24.3) -19% (4.8) (4.9) -2%

G&A cost* (9.0) (12.0) -24% (2.0) (3.4) -41%

Total operating cost*

(53.3) (71.0) -25% (12.9) (15.6) -17%

EBITDA* (7.2) (1.2) n/a 0.6 2.0 -70%

EBITDA margin* -5.6% -0.5% -5.1pp 1.6% 3.8% -2.2pp

Key Financials 2018“Keeping it Clean” initiative reduced revenue by €80m, but set stable revenue base25% reduction in operational cost will enable positive EBITDA in 2019E

*Note: Adjusted, non-IFRS figures excluding one-off impacts such as impairment of goodwill, acquisition related costs and option plans.

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Gross Revenue Composition 2018Programmatic core business grew +10% 2018 YoY, +38% Q4 YoY

Hig

hlig

hts

FULL YEAR Q4

In € millions 2018 2017 % Change 2018 2017 % Change

Programmatic core business 65 59 10% 22 16 38%

Non-programmatic core business 57 86 -34% 17 27 -37%

One-off effects 7 85 -92% 0 10 n/a

Total gross revenue 129 230 -44% 39 53 -26%

Bac

kgro

und

Total gross revenue declined by 44% in 2018 YoY

Core business declined by only 16% in 2018 YoY

Programmatic core business increased by 10% in 2018 YoY

Driven by

Conclusion of one-off effects & integration of former group companies

Investments into programmatic Programmatic makes up 53% of revenues in 2018 (vs 41% in 2017)

Launched Fyber FairBid & signed agreements with industry leaders including Facebook Audience Network

Launched Offer Wall Edge, major redesign of one core ad format

Total gross revenue declined by 26% in Q4 YoY

Core business declined by only 9% in Q4 YoY

Programmatic core business increased by 38% in Q4 YoY

2018 – Break-down by quarterUpwards trend from Q3 2018

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Stable increase in programmatic

core business quarter-over-quarter

Steady decline of one-off effects,

until Q4 2018 which is made up

entirely from core business

Steady increase in adj. EBITDA, to

positive EBITDA for Q4 2018

2018 2018

In € millions, rounded Q1 Q2 Q3 Q4 FY

Programmatic core business 12 15 16 22 65

Non-programmatic core business 15 13 12 17 57

One-off effects 2 2 3 0 7

Total gross revenue 29 30 31 39 129

Net revenue 10 11 11 14 46

Net revenue margin 34.5% 36.7% 35.5% 35.9% 35.9%

Total operating cost (14) (13) (13) (13) (53)

Adj. EBITDA (4) (2) (2) 1 (7)

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Q1

In € millions 2019* 2018 YoY Change

Programmatic core business 14.5 12.4 17%

Non-programmatic core business 13.0 14.9 -13%

One-off effects - 2 n/a

Total gross revenue 27.5 29.3 -6%

Net revenue 9.9 10.2 -3%

Net revenue margin 36.2% 34.8% +1.4pp

Total operating cost (11.7) (14.2) 18%

Adj. EBITDA (1.8) (4.0) 55%

*Note: Preliminary non-audited figures

Preliminary Results Q1 2019Programmatic core business continues to growFurther efficiency initiatives lead to improved adj. EBITDA

Programmatic core business

continues to grow

Starting from a lower revenue base,

as Q1 2018 was still pushed by the

one-off effects

Q1 2019 revenues are fully generated

by our core business

55% improvement in adjusted

EBITDA despite slight decline in

topline

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EBITDA* in €m Gross revenue in €m

Note: Pro-forma gross revenue 2013-2016; EBITDA* = Adjusted EBITDA to eliminate one-off impacts such as impairment of goodwill, acquisition related costs and option plans.

43.3

64.0

129.1

218.1229.8

128.5

2013 2014 2015 2016 2017 2018 2019E

155.0 -

175.00.3

-0.5

-12.1

-4.3

-1.2

-7.2

2013 2014 2015 2016 2017 2018 2019E

+5.0-

0.0

One-off effects

Core business

Lower revenue base, but core business forecasted to grow ~20% in 2019E

Stable margins & fixed cost base allow for break-even in 2019E

Outlook 2019Core business returning to growth in 2019E

Balance SheetReturning to positive equity following debt-to-equity exchange

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Status after swap Year ended 31 Dec

In € millions Dec 2018 PF* 2018 2017

Intangible assets 155.6 155.6 157.6

Other assets 2.3 2.3 2.2

Cash and cash deposits 12.3 12.3 17.6

Trade and other receivables 31.2 31.2 42.6

Other financial assets 8.3 8.3 11.4

Total assets 209.7 209.7 231.4

Interest bearing loans 102.0 173.0 148.0

Trade and other payables 38.4 38.4 48.9

Employee benefits liabilities 8.3 8.3 13.9

Other liabilities 4.6 4.6 5.7

Deferred tax liabilities 1.0 1.0 1.8

Total liabilities 154.3 225.3 218.2

Total equity 55.4 (15.6) 13.2

*Note: Preliminary pro-forma figures including the debt-to-equity swap

Significant goodwill based on 4

acquisitions since 2014 for a total

consideration of ~€250 million in shares

& cash led to write-off and negative

equity

April 2019: Initiated swap of €74.2

million bonds into equity at a price of

€0.30 per share, resulting in a positive

equity for the full year 2019

Financing structure following this swap:

€75.7 million outstanding bonds

Shareholder loans of €15 million

Both mature in mid 2020

Working on refinancing

outstanding debt ahead of maturity

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H1 2019 Interim StatementAug 28

Annual General Meeting 2019Jun 12

Q3 2019 Interim StatementNov 20

Q1 2019 Interim StatementMay 29

Financials & General Meetings Conferences

Road show LondonQ3 tbd

Road show NYCQ3 tbd

DVFA Equity Forum FrankfurtNov 26

Dec tbd MKK Capital Markets Conf. Munich

Preliminary Financial Calendar 2019

Thank You!

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Contactir@fyber.com +49 30 609 855 555

Office AddressJohannisstraße 20, 10117 Berlin, Germany

About Fyber N.V. Fyber is a leading advertising technology company, developing a next generation platform for the programmatic trading of ads, in a data-driven environment. Our mission is to fuel the creation of quality content by empowering digital publishers and app developers to unlock thetrue value of their advertising properties through advanced technologies, innovative ad formats and data-driven decision-making. Fyber’stechnology platform provides an open-access platform for both digital advertisers and publishers with a global reach of more than 1.2 billionunique monthly users. Fyber has offices in Berlin, Tel Aviv, New York, San Francisco, London, Beijing and Seoul. The Company employsmore than 270 people globally and is listed on the Prime Standard of Frankfurt Stock Exchange under the symbol ‘FBEN’ and the ISINNL0012377394.

Appendix

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Appendix I Additional Information

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We optimize the yield for publishers & enable them to focus on what they do best:Building great apps!

Crowded market on user

side

Crowded market on

advertiser side

Inefficient monetization due to manual

efforts

Technical challenges

of accessing ad sources

23Source: AppAnnie 2019, market data is worldwide

Deliver great content

Attract & retain users

Balance user experience & monetization

Monetizecontent

Publishers’ challenges Publishers’ goals

„Old ad tech” vs. “New ad tech”

Technology

Strategy & business approach

Industry positioning

■ Lead with technology■ Create sustainable value for clients■ Address fundamental industry issues

■ Open-source / transparent solutions■ Primary area of investment■ Drives diversification of revenue

streams

■ Thought leader, influencing industry trends

■ Attractive partner for other industry leading companies

■ Ad networks leading with monetization

■ Short-term, opportunistic ■ Hidden fees and mark-ups

■ Black-box solutions, often biased■ Underinvestment in proprietary tech

■ Web players moving into in-app■ Limited industry relationships (with

agencies, brands, top tech vendors)

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Fyber enables investing into digital’s strongest segment

Fast-growing market dominated by few key players | High entry barriers

Defensible competitive position

Deliberate focus on publisher-side

Direct publisher integrations | Trust & client loyalty | Global reach & scale

Diversified revenue base | Forecasted 20% growth & adj. EBITDA above break-even for

2019E

Commitment to profitability & stable growth | Long-term vision before short-term growth

2525

ARPDAU jumps by 20% as Absolute Games uses Fyber FairBid to go all-in on bidding

The challenge

■ Evaluate the technical and business impact of switching from a waterfall setup to a fully programmatic ad stack

The solution

■ Integrate Fyber FairBid to run all monetization via a unified auction that includes ad networks as well as with performance and brand DSPs

■ As part of this transition, 2 ad networks that were not bidding-enabled were replaced by 2 bidding ad networks

■ Fyber’s account management and engineering team provided extensive support and shared best practices to ensure a smooth transition

The results

“The Fyber team was there to support us throughout the whole integration process, so I felt confident that our users were going to get a solid experience. The integration itself was the same as products we already had experience with so there were no surprises in how things worked. The end result was a build that outperforms our previous versions. Can't ask for more.”Nick Scheri, Co-Founder & CTO

“increase in ARPDAU20%

Increased competition from 4 ad networks to 35+ programmatic buyers

Absolute Games, recently acquired by Penn National Gaming, specializes in Board/Card games

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In-app dominates digitalby user time & ad spend

Source: eMarketer 2018, 2019

70%

30%

$132bn (+19% YoY) Digital ad spend, US, 2019

Mobile

Non-mobile

91%

9%

$93bn (+22% YoY) Mobile ad spend, US, 2019

In-appNon-in-app

82%

18%

$70bn (+18% YoY) Digital display ad spend, US, 2019

Programmatic

Non-programmatic

31%

16%

3%11%

30%

9%

12hrsAvg. media spent by US adults, 2019

Mobile Desktop Print Radio TV Other 87%

13%

3.5hrsMobile internet usage by US adults, 2019

In-app

Mobile Browser 27

Appendix II Additional Financials

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Profit and Loss Statement 2018

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Year ended 31 Dec Three months ended 31 Dec

In € millions 2018 2017 2018 2017

Gross revenue 128.5 229.8 38.6 52.6

Revenue share to 3rd parties (82.5) (159.9) (25.1) (34.9)

Net revenue 46.1 69.9 13.5 17.7

Net revenue margin 35.9% 30.4% 35.0% 33.6%

Other cost of revenue (23.1) (27.2) (5.0) (7.5)

Gross profit 23.0 42.7 8.6 10.2

Research and development (14.0) (19.6) (3.7) (3.8)

Sales and marketing (20.2) (24.6) (5.0) (4.9)

General and administrative (10.4) (15.7) (2.8) (3.1)

Other operating expenses - (82.7) - (82.7)

Earnings before interest and tax (EBIT) (21.6) (97.2) (2.9) (81.7)

Net finance cost (14.1) (9.9) (4.2) (3.9)

Profit (loss) before taxes (35.7) (107.1) (7.0) (85.6)

Income tax gain (expense) 0.2 5.1 (0.6) 2.7

Profit (loss) for the year after tax (35.4) (102.0) (7.6) (82.9)

In € millions 31 Dec 18 31 Dec 17

Non-current assets 157.6 159.8

Goodwill 133.3 128.1

Other intangible assets 22.3 29.5

Property & equipment 1.2 1.1

Non-current financial assets 0.8 1.1

Current assets 52.1 71.6

Inventories 0.1 0.1

Trade and other receivables 32.2 42.6

Other current financial assets 6.5 10.3

Other current assets 1.0 0.9

Cash and cash equivalents 12.3 17.6

Total assets 209.7 231.4

In € thousands 31 Dec 18 31 Dec 17

Equity (Deficit) (15.6) 13.2

Issued capital 11.5 11.5

Share premium 184.8 184.8

Treasury shares (4.7) (4.7)

Other capital reserves 25.3 23.7

Legal reserve 7.2 6.2

Accumulated deficit (237.3) (200.1)

Other components of equity (2.2) (8.2)

Non-current liabilities 159.0 140.3

Long-term employee benefits liab. 0.2 0.4

Long-term borrowings 154.1 133.0

Deferred tax liabilities 1.0 1.8

Other non-current liabilities 3.7 5.1

Current liabilities 66.2 78.0

Trade and other payables 38.4 48.9

Short-term employee benefits liab. 8.0 13.5

Short-term borrowings 18.8 15.0

Income tax payables 0.9 0.5

Total liabilities 225.2 218.2

Total equity and liabilities 209.7 231.4

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Financial Position 2018

▪ Positive equity due to reduction in Convertible Bondsfacility for 2019E

Outstanding facility of €76 million convertible bonds,maturity 2020

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In € millions 1 Jan –31 Dec 2018

1 Jan –31 Dec 2017

Net cash flow from operating activities (16.7) (21.3)

Net cash flow from investing activities (4.1) 1.1

Net cash flow from financing activities 15.2 13.1

Net change in cash & cash equivalents (5.6) (7.1)

Net foreign exchange difference 0.3 (0.3)

Opening balance cash & cash equivalents 17.6 25.0

Closing balance cash, cash equivalents & cashdeposits

12.5 17.6

▪ Update of Convertible Bonds termsin Dec 2018:

Delay of all further interestpayments, until maturity in 2020

Increase of the annual interest ratefrom 3.0% p.a. to 3.5% p.a.

▪ Debt-to-equity swap in April 2019:

€74.2 million worth of convertiblebonds to be exchanged for 247.3million new shares

▪ New financing with SapindaHolding B.V.

€3 million, maturity 2020

Cash Flow Statement 2018

Share Information

Issuer Fyber N.V.

Ticker Symbol FBEN

ISIN NL0012377394

MarketFrankfurt SE

Prime Standard

Currency Euro

Number of shares 114,533,333

52 weeks high / -low (as of 8 Apr) 0.70 / 0.08

Shareholder registered above 3% (as of 31 Dec 2018) % Voting Rights

Stichting Horizon One (incl. Sapinda Holding B.V.)

23%

Abu Dhabi Securities 18%

Duet Emerging Macro Master Fund Limited 18%

32

1yr Xetra closing price as of 6 Nov ‘18

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9-Apr-18 9-May-18 9-Jun-18 9-Jul-18 9-Aug-18 9-Sep-18 9-Oct-18 9-Nov-18 9-Dec-18 9-Jan-19 9-Feb-19 9-Mar-19

1yr Xetra Frankfurt closing price as of 8 Apr 2019