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Acquisition of Track Concepts10 June 2015

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Table of Contents

1. Acquisition of Track Concepts

2. Overview of Track Concepts

3. Financials

4. AppendixFor

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Acquisition of Track ConceptsFor

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Executive SummaryAcquisition of Track ConceptsTransaction

Overview

• Crowd Mobile is entering a Heads of Agreement with Netherlands company, Track Concepts(Track Holdings BV) to acquire 100% of its shares for AUD $26.7m (€18.7m) plus Net Tangible Assets (NTA) expected to be circa AUD$5m (€3.5m) plus earn-out to a maximum of AUD$6.7m (€4.7m).

• Track Concepts owns specialist technologies in m-payments and a customer acquisition platform, with a global content distribution network operating in 38 countries within Europe, Central/Latin America, Asia-Pacific and Africa

• Acquisition is expected to be completed by August 2015

Strategic

Rationale

• High value network: Mobile payments network connecting with over 140 mobile operators globally and providing easy, seamless electronic m-Payment transactions

• Strong international presence: Operates in 38 countries. Through the infrastructure of mobile operators, Track is exposed to approximately 1.43billion people worldwide.

• Proprietary high-tech platform: Proprietary technological platform and business model offer an excellent basis for recurring transactions and optimization of average margin per user.

• Diversified business model: In addition to m-Payments, Track has an industry leading technology platform to acquire, retain and manage customers efficiently , and its Global Content Distribution provides mobile content, entertainment and Apps to millions of consumers worldwide.

• Favourable market fundamentals: Global smartphone penetration to 5.6 billion units by 2019. • Ample growth opportunities: Currently in the process of entering six additional countries, with other opportunities to increase volume /

traffic and sales and further optimize its services to consumers, by improving marketing capabilities and, for example, offering in-app purchases

• Strong financial performance: AUD$24.5m (€17.2m) Revenue and EBITDA of AUD$13m (€9m) in CY2014

Transaction

Funding

• Transaction will be funded by a combination of Equity, Debt and Convertible Note• Investment Banks will be announced in due course.

Unique

Opportunity

• Acquisition of Track provides access to new territories and products in high value verticals• New suite of apps and mobile technologies to complement the current offering• Extends Crowd Mobile’s revenue to approximately $40m AUD Revenue in FY16

Subject to • Due Diligence to the satisfaction of Crowd Mobile• Funding of Acquisition• ASX, Regulatory, Shareholder Approvals

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Overview of Track ConceptsStrong corporate fundamentals

Track Concepts

Mobile payment network (m-Payments)

Mobile payments network connecting with over 140 mobile operators globally and providing easy, seamless electronic m-Payment transactions for customers

Content distribution network

Provides mobile content, entertainment and apps to millions of consumers

worldwide

Customer Acquisition technology

Industry leading technology platform allowing the company to acquire, retain

and manage customers efficiently

• Track has realized significant revenue growth since its establishment reaching AUD$24.5m (€17.2m) in CY2014

• For CY2015, management anticipates revenue to grow to AUD$27m (€19.0m)

• Track has realized significant EBITDA growth, increasing from AUD$13m (€9m) in CY2014 and anticipated to reach

AUD$13.8m (€9.7m) in CY2015

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Strategic Rationale Growth, Performance & Synergies

Exposure to extended

m-payments network

• Extends reach globally to over 180 telco allowing Track to leverage CM8’s m-Payment network and vice versa.

• Allows Crowd Mobile to accelerate its crowd sourced micro job network push into new markets

• M-payments is one of the largest areas of disruption in finance/payments that CM8 is able to capitalise on

Strong international

presences

• Expands CM8’s international presence into South America, Africa, Europe and Asia-Pacific.

• CM8 will have revenue generating centres in over 55 countries

• Creates new sales opportunities for CM8’s current product suite

Comprehensive

product portfolio

• Cross marketing of each others products and databases and leverages our micro job network into new

markets across more of their products

• Supports CM8’s app, content, and distribution strategy with new proven products

Diversified customer

acquisition mix

• Track has an industry leading technology platform to acquire, retain and manage customers efficiently , and its

Global Content Distribution provides mobile content, entertainment and Apps to millions of consumers

worldwide, providing ample avenues to acquire new customers globally

• Track infrastructure provides ability to access new verticals further diversifying the customer base

Strong Financial

Performance with

Upside

• Extends Crowd Mobile’s revenue to approximately $40m AUD Revenue in FY16

• Performance improvements due to maturity in some markets may lead to increased EBITDA margin

• New revenue streams in new territories provide opportunities for increased revenue for CY2015 and beyond

• Proven track record of revenue growth

Growth opportunities • Leveraging the people, the customers, m-payments platform, customer acquisition technology

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SynergySignificant Synergy of Acquisition

CrowdMobile Track Combined Entity*

25 Countries 38 >50 (100%)

60 Mobile Operators 140 >160 (170%)

25 Languages 24 >40 (60%)

10 Core Products 30 40 (300%)

$11.2M Revenues** $24.5M $36M (219%)

Combined entity

leverages

m-payments globally

Products including micro job network

Increased customer databases

Increased global reach

Increased revenues

and EBITDA

*Combined Entity values may not add up given there is some overlap between both companies.

** CM8 revenues taken from December14 Operating Results and annualised and Track FY14 management Accounts

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Global DCB/PSMS Volumes**, 2012 – 2017 (billion)

Exposure to Mobile growthSignificant growth forecast*

* Source: Outlined in the ASX QXQ Prospectus dated 20th November 2014 – Industry Report by Frost & Sullivan

** DCB refers to Direct Carrier Billing and PSMS refers to Premium SMS

Global Smartphone Subscriptions, 2010 – 2019 (billion)

0.50.8

1.3

1.9

2.6

3.3

4.0

4.5

5.0

5.6

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

237

400

550

780

950

1134

2012 2013 2014 2015 2016 2017

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Global m-payment network

M-Payments Process

1. Track promotes its products across various websites and via marketing agencies.

2. Consumers click on the banner, fill in their mobile number and confirm their purchase to receive content and entertainment. Track pays a fee to the marketing agency for every new subscriber acquired.

3. Telecom operators receives payments and earn a percentage of the fee. The gateway also earns a percentage of the fee. Track receives between 15% and 65% (varying by country and by operator).

4. Track generates revenue through weekly subscriptions payments either through Direct Carrier Billing/PSMS

Relationships with 140 mobile operators across

38 countries

Direct Carrier Billing provides great potential from a consumer’s point of view, has low friction, is more convenient and is quicker to use,

compared to paying with credit cards – especially when making small payments; resulting in higher conversion

• Direct Carrier Billing allows consumers to buy digital content by adding the cost of a purchase directly to their mobile bill.

• Track’s infrastructure is optimized for Direct Carrier Billing.

• Direct Carrier Billing is fully integrated into Track’s platform.

Direct Carrier Billing

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Value Chain

Consumers

Reach of

approximately

1.4billion

consumers

Mobile operators

Track Content

Gateways

Gateways Provide the

infrastructure to the

Telecom Operators

Digital Direct Response Marketing

using Customer Acquisition Platform

Technology

€

€ €

Consumers are advertised to

via various online media on a

CPA basis

SYNERGY: Crowd ContentFor

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Track Customer Acquisition Platform

Standardized mobile content and entertainment is tailored for usage on a broad range of mobile devices and compatible to run on all mobile platforms (iOS, Android, Windows Phones and feature phones), ensuring optimized user-experience for consumers.

All content and entertainment is marketed through customized campaigns, to suit local tastes and cultures of each geographic region and target group.

Track monetizes its large consumer base primarily through fees generated via PSMS & Direct Carrier Billing.

The Company closely cooperates with gateways, telecom operators, marketing agencies and content development partners.

Track Holdings focuses on its core competency; optimizing average margin per user, through its in-house developed platform.F

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Track Content / Diversified Product Mix

Downloads

• Downloads consists of

content that consumers

can download for a fee

• Content includes

games, ringtones, music

and videos

• Downloads available on

web, mobile and apps

Apps

• Apps contains

applications for

consumers’

smartphones.

• Capability in both iOS

and Android for

maximum distribution

Entertainment

• Entertainment primarily

consists of games and

ringtones that

consumers can play or

listen to.

• Games represent a high

value segment

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Country Reach* & Revenue Contribution %

Africa

Europe

Central and Latin

America

Asia - Pacific

21 70%

10 22%

5 7%

2 1%

* Country Reach signifies the number of countries Track is in across each Continent

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Track Growth Opportunities

Strong platform with proprietary technology

• Track Concepts’ strong in-house developed Technology platform ensures fast, reliable, flexible and efficient implementation of its services without downtime.

• Scalability of its infrastructure has enabled the Company to expand its global reach with unparalleled ease and speed.

• Highly standardized and automated platform and easily accessible data allows a small team of employees to successfully and effectively manage the Company’s largesubscription base, and its disciplined content, campaign- and country-portfolio management.

2. Further diversification of services

• Track is currently active in 38 countries worldwide and continuously looks for new market opportunities to increase their market presence;

• Potential to further diversify the range of consumer propositions through increased targeting and customization of the content to localtastes, further enriching its content.

3. Strengthening marketing (and other stakeholder) relationships

• Strengthening relationships with marketing agencies through increased focus on monitoring, and engaging in direct buyingof Internet traffic and lead generation, will enable Track to optimize its conversion rates (increase sales against a possiblylower price per sale).

• Becoming part of Crowd Mobile would enable increased negotiation, distribution and billing power with marketing agencies,gateways and telecom operators.

1. Better monetization of its database

• Potential for monetizing its large consumer base (subscribers and leads), for example, by developing lead generation, and benefiting from major cross-and upselling opportunities to consumers.

• Larger and more developed organizations have the capacity to better utilize Tracks database and significantly increase volume / traffic, therebysubstantially increase generated profits.

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Summary

… whilst being exposed to an environment with country-specific rules and regulations

Track holds a strong position in a market with favorable underlying fundamentals…

…of which 87% use their smartphone for leisure…

An increasing part of the population has access to mobile phones (~90%

penetration)…

…and are increasingly capable to buy digital content with ease.

…in tight collaboration with partnering gateways…

Market dynamics are closely monitored, and changes implemented

…enabling the Company to quickly respond to a changing business

environment.

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Financial OverviewFor

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Track Financial Performance & Growth

1 11 21 32 38 42 32**Entry

Latin

Americ

a

Entry

North

Americ

a

Entry

Africa &

Pacific

Entry

Asia

AUD $000s FY10 FY11 FY12 FY13 FY14 D FY15 F

Revenue 5,243 16,174 21,374 23,694 24,571 27,143

EBITDA 2,109 7,080 9,046 11,713 12,969 13,886

EUR - €000s

Revenue 3,670 11,322 14,962 16,586 17,200 19,000

EBITDA 1,476 4,956 6,332 8,199 9,078 9,720

FY = Track’s fiscal year ending 31 December Key: D = Management Accounts

Constant exchange rate of AUD/EUR = 0.70 F = Forecast

5,243

16,174

21,37423,694 24,571

27,143

Revenue AUD$

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Track Profit & Loss – Historical & Forecast

$AUDs FY10 FY11 FY12 FY13 FY14

D

FY15

F

Revenue 5,243 16,174 21,374 23,694 24,571 27,143

yoy growth 39% 209% 32% 11% 4% 10%

Direct costs (3,411) (7,960) (11,049) (10,724) (10,214) (11,571)

Gross profit 1,832 8,214 10,325 12,970 14,357 15,571

Gross margin 35% 51% 48% 55% 58% 57%

Personnel expenses (64) (569) (890) (824) (880) (1,000)

Management fee - - - - - 400

General expenses 10 (67) (159) (237) (314) (371)

Other expenses 331 (498) (216) (196) (194) (314)

EBITDA 2,109 7,080 9,060 11,713 12,969 13,886

Source: Auditor of the Company and management information

EUR - €000s FY10 FY11 FY12 FY13 FY14

D

FY15

F

Revenue 3,670 11,322 14,962 16,586 17,200 19,000

yoy growth 39% 209% 32% 11% 4% 10%

Direct costs (2,388) (5,572) (7,734) (7,507) (7,150) (8,100)

Gross profit 1,282 5,750 7,228 9,079 10,050 10,900

Gross margin 35% 51% 48% 55% 58% 57%

Personnel expenses (45) (398) (624) (576) (616) (700)

Management fee - - - - - -

General expenses 7 (47) (111) (166) (220) (260)

Other expenses 232 (349) (151) (137) (136) (220)

EBITDA 1,476 4,956 6,342 8,199 9,078 9,720

FY = Track’s fiscal year ending 31 December Key: D = Management Accounts

Constant exchange rate of AUD/EUR = 0.70 F = Forecast

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Acquisition terms and funding

Key acquisition terms

Purchase price • Expected maximum purchase price of AUD$38.4m (€26.9m)

inclusive of NTA estimated at AUD$5m (€3.5m)

• Consideration based on AUD$23.1m (€16.2m) cash,

AUD$3.6m (€2.5m) equity in CM8 + AUD$6.7m (€4.7m)

capped earn-out (assuming Track achieves its CY15 forecast

EBITDA)

Debt / Equity /

Convertible Note• To Be Advised

Timing • The Acquisition is expected to complete by August 2015

Transaction Metrics

Max Min

(€M)AUD

$M(€M)

AUD

$M

Base consideration 18.7 26.7 18.7 26.7

Cash 16.2 23.1 16.2 23.1

Stock 2.5 3.6 2.5 3.6

Earn-out 1*1 0.3 0.4 - -

Earn-out 2*2 4.4 6.3 - -

Expected NTA 3.5 5 3.5 5

Total consideration 26.9 38.4 22.2 31.7

Acquisition EBITDA

multiple excluding NTA1.95x 1.95x

Acquisition EBITDA

multiple including NTA<2.5x <2.5x

*1 Earned if EBITDA CY15 exceeds AUD$14.2m (€10m)

*2 Maximum earned if EBITDA 15 is above AUD$17m (€12m and Minimum at or

below AUD$13.7 (€9.6m)

Note: All values rounded to nearest ‘000

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Conclusion

Game changing acquisition for Crowd Mobile

Strong Strategic fit across m-payments, products and customer acquisition technology

Positions Crowd Mobile as a leading m-payments organisation globally

In line with Crowd Mobile’s stated position of growing via acquisition

Delivers strong revenue and EBITDA growthFor

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Participate in the Future of Mobile

Contact:Domenic Carosa

dom@crowdmobile.com

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Disclaimer

The material herein is a presentation of non-specific background information about the current activities of Crowd Mobile Limited (Crowd Mobile or the Company). It is information given in summary form and does not purport to be complete.

All persons should seek appropriate professional investment advice in reviewing or considering this presentation and all other information with respect to Crowd Mobile, its business, financial performance and operations. Neither the provision of this presentation nor the information contained therein, or any associated communication to any person should be taken as constituting financial advice regarding the purchase or dealing of shares in Crowd Mobile. This presentation does not purport to provide all information that might reasonably be required to complete a detailed assessment of Crowd Mobile.

Individuals should conduct their own investigation of investment and financial parameters relevant to their personal requirements for investment purposes. The presentation may contain forward looking statements regarding the intentions of the Company, and these will be affected by many other factors beyond the control of the Company.

Forward-looking statements include, but are not limited to, statements concerning Crowd Mobile’s planned strategies and programs and other statements that are not historical facts. Although Crowd Mobile believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements The presentation must be considered in the light of these uncertainties and investments in Crowd Mobile should be considered as speculative in nature.

The presentation is not a prospectus or similar disclosure document and does not constitute an invitation to apply for shares in Crowd Mobile or ASX:CM8.F

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AppendixFor

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Acquisition RisksCompletion

risk

Completion of the acquisition is conditional on CrowdMobile completing Due Diligence, Signing a Share Purchase Agreement and Funding the Acquisition. Crowd Mobile is working on a number of risk mitigation strategies for the identified risks.

Reliance on

information

provided

CrowdMobile is undertaking a due diligence process in respect of Track, which relied in part on the review of financial and other information provided by the vendors of Track. Similarly, CrowdMobile has prepared (and made assumptions in the preparation of) the financial information relating to Track on a stand-alone basis and also to the CrowdMobile Group post-acquisition included in this Presentation in reliance on limited financial information and other information provided by the vendors of Track. CrowdMobile is unable to verify the accuracy or completeness of all of that information. If any of the data or information provided to and relied upon by CrowdMobile in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Track and the Combined Group may be materially different to the financial position and performance expected by CrowdMobile and reflected in this Presentation. Investors should also note that there is no assurance that the due diligence to be conducted will be conclusive and that all material issues and risks in respect of the acquisition will been identified. Therefore, there is a risk that unforeseen issues and risks may arise, which may also have a material impact on CrowdMobile.

Analysis of

acquisition

opportunity

CrowdMobile has undertaken financial, business and other analyses of Track in order to determine its attractiveness to CrowdMobile and whether to pursue the acquisition. It is possible that such analyses, and the best estimate assumptions made by CrowdMobile, draws conclusions and forecasts that are inaccurate or which are not realised in due course. To the extent that the actual results achieved by Track are different than those indicated by CrowdMobile’s analysis, there is a risk that the profitability and future earnings of the operations of the Combined Group may be materially different from the profitability and earnings expected as reflected in this Presentation.

Integration

risk

The acquisition involves the integration of the Track business, which has previously operated independently to CrowdMobile. As a result, there is a risk that the integration of Track may be more complex than currently anticipated, encounter unexpected challenges or issues and takes longer than expected, diverts management attention or not deliver the expected benefits and this may affect CrowdMobile’s operating and financial performance.

Historical

liability

If the acquisition of Track completes, CrowdMobile may become directly or indirectly liable for any liabilities that Track has incurred in the past, which were not identified during its due diligence or which are greater than expected, and for which the market standard protection (in the form of insurance, representations and warranties and indemnities) negotiated by CrowdMobile prior to its agreement to acquire Track turns out to be inadequate in the circumstances.

Change of

control risk

As the acquisition of Track will result in a change in control of Track, there could be adverse consequences for CrowdMobile. For example, contracts to which Track is a party may be subject to review or termination in the event of a change of control of Track.

Acquisition

accounting

CrowdMobile will undertake a formal fair value assessment of all of the assets, liabilities and contingent liabilities of Track post-acquisition, which may give rise to a materially different fair value allocation.

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Risks Specific to Track ConceptsRisk Risk Mitigation

Receivables • High amounts of receivables from gateways.• Results in currency risks.

• Company works with reputable blue chip partners.

IT outages • Could lead to decreased billing to customers.• Risk of outages at gateways, operators, own

platform.

• Track operates a well maintained and state of the art platform.

Rapid market developments

• Fast developing mobile phone market. • Flexible platform allows adjustments/updates with no downtime.• For example, a new development such as Direct Carrier Billing

is now fully integrated into Track’s platform.

Legal requirements & regulation

• Including consumer protection, overregulation.• Could lead to discontinuation of certain business

models.

• Well diversified, active and disciplined country portfolio management ensuring quick response.

• Infrastructure enabled Track to expand its global reach with ease and speed.

Dependency on operators

• Required for billing; operators can adjust legal/technical requirements, exploit power.

• Changes cannot always be charged through to consumers.

• Becoming part of a larger, further developed party would enable enlarged distribution power with gateways and telecom operators.

• In addition, Track provides multiple services and has established partnerships with multiple gateways in its key countries.

Dependency on marketing channels

• Dependent on marketing agencies.• Online advertising is increasingly regulated

• Established relationships with a diversified range of marketing agencies and extend the direct buying of Internet traffic.

Competition • Increasing competition.• Relatively low entry barriers.

• Strong proprietary platform that is best of breed in the market.• Access to over 50 countries.

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