fyber...fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling...

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Fyber (PrimeAll, Software/IT) Analyst Patrick Schmidt [email protected] +49 40 309537 - 125 F ULL N OTE Published 23.05.2018 08:15 1 RESEARCH Hold Price EUR 0.59 Value Indicators: EUR Share data: Description: DCF: 2.33 Bloomberg: FBEN GR Reuters: FBENn.DE ISIN: NL0012377394 Programmatic "ad-tech" platform with a focus on mobile app advertising solutions Market Snapshot: EUR m Shareholders: Risk Profile (WRe): 2018e Market cap: 67.6 No. of shares (m): 114.5 EV: 215.1 Freefloat MC: 23.4 Ø Trad. Vol. (30d): 4.75 th Freefloat 34.7 % Stichting Horizon One(Sapinda) 38.4 % Abu Dhabi Securities 18.0 % Altera Absolute GMF 5.5 % Beta: 2.2 Equity Ratio: -2 % Net Fin. Debt / EBITDA: 62.9 x Net Debt / EBITDA: 63.1 x High potential is overshadowed by financial strain: Initiation with Hold Widespread internet use and data-processing technology offer advertisers unprecedented opportunities to narrowly target an audience and place ads in real time. Internet publishers, on the other hand, generate revenue by offering advertisers publishing space and a user base. In 2017, the global digital ad spend surpassed TV ad spend. However, the vast range of options offered by digital advertising has given rise to thousands of new companies aiming to carve out a niche in this still highly fragmented sector. Ad-tech companies build the technological bridge between advertisers and publishers in the digital space. Fyber is an independent, mobile advertising ad-tech-company. It enables publishers to monetise its digital property and user base by placing targeted, meaningful and highest- paid ads. Its programmatic ad-tech platform uses intelligent algorithms and RTB processes (real time bidding) as well as big data analytics to optimise publishers’ return on advertising space. With the recent acquisitions of Inneractive, Heyzap and Falk Realtime, Fyber has built a holistic platform approach to optimizing return on ad space, especially for mobile app solutions. Fyber’s original focus was solutions for gaming apps. The acquisitions diversify Fyber’s publisher portfolio to sectors such as utilities, social & messaging and news content. This makes the platform more attractive for buy-side (advertisers) or DSPs (demand side platform). DSPs allocate advertisers’ budgets to the most relevant publishers or, ultimately, their users. The acquisitions enhance Fyber’s platform technology and RTB process, which is a key driver within the industry. RTB and other advanced programmatic trading mechanisms such as in-app header bidding (parallel bidding) enable publishers to request prices for ad space during a real-time auction process. The highest bid (or other criteria) wins the auction and shows an ad. To optimise this process, Fyber provides big data analysis and third-party information about the users to enhance the targeting profile, which enables advertisers to target users very specifically. However, there are some key risks associated with this investment case, which probably explain the stock’s low trading level. Liquidity: A cash position of EUR 17.6m in 2017 compares to EUR 25.0m in 2016. Considering that it was granted another loan of EUR 8m from major shareholder Sapinda and increased its short-term borrowings by EUR 13.6m in 2017, the liquidity situation is clearly distressed. Convertible bond matures in July 2020: Given the bond’s conversion price of EUR 3 and its face value of EUR 150m, we see a substantial refinancing risk if the share price does not reach the conversion price by July 2020. Technology: The technology at the core of the platform is confidential, which makes it very hard to judge its quality from the outside. Nor is there any guarantee that the acquisitions will be successfully integrated to Fyber’s platform as planned by H2 2018. Taking these issues into consideration, particularly the power of Sapinda as the main shareholder, convertible bond holder and short-term loan issuer, we cannot recommend buying the share, although our DCF value of EUR 2.33 indicates an attractive upside of more than 200%. FY End: 31.12. in EUR m CAGR (17-20e) 2016 2017 2018e 2019e 2020e Sales 12.8 % 218.1 229.8 210.0 280.0 330.0 Change Sales yoy 68.9 % 5.4 % -8.6 % 33.3 % 17.9 % Gross profit margin 28.6 % 30.4 % 31.5 % 31.5 % 31.5 % EBITDA - -3.4 -1.2 2.3 16.6 23.2 Margin -1.5 % -0.5 % 1.1 % 5.9 % 7.0 % EBIT - -15.4 -97.2 -9.7 5.6 13.2 Margin -7.0 % -42.3 % -4.6 % 2.0 % 4.0 % Net income - -29.9 -102.0 -17.2 -1.9 5.6 EPS - -0.26 -0.91 -0.15 -0.02 0.05 EPS adj. - -0.24 -1.01 -0.15 -0.02 0.05 DPS - 0.00 0.00 0.00 0.00 0.00 Dividend Yield n.a. n.a. n.a. n.a. n.a. FCFPS -0.16 -0.13 -0.10 0.05 0.10 FCF / Market cap -6.9 % -8.8 % -17.3 % 8.1 % 16.6 % EV / Sales 1.8 x 1.3 x 1.0 x 0.7 x 0.6 x EV / EBITDA n.a. n.a. 91.9 x 12.6 x 8.6 x EV / EBIT n.a. n.a. n.a. 37.4 x 15.0 x P / E n.a. n.a. n.a. n.a. 11.8 x P / E adj. n.a. n.a. n.a. n.a. 11.8 x FCF Potential Yield -0.8 % 1.3 % 0.9 % 7.7 % 11.4 % Net Debt 122.9 135.9 147.6 142.1 130.9 ROCE (NOPAT) n.a. n.a. n.a. 5.4 % 8.9 % Guidance: 2018: Gross Revenues of EUR 220m - 240m; EBITDA of EUR 5m - 8m Rel. Performance vs PrimeAll: 1 month: -10.9 % 6 months: -21.2 % Year to date: -23.6 % Trailing 12 months: -69.9 % Company events: 29.05.18 AGM 30.05.18 Q1 29.08.18 Q2 21.11.18 Q3

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Page 1: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber (PrimeAll, Software/IT)

A n a l y s t

Patrick Schmidt [email protected]

+49 40 309537-125

FU L L NO T E Published 23.05.2018 08:15 1

RESEARCH

Hold

Price EUR 0.59

Value Indicators: EUR Share data: Description:

DCF: 2.33

Bloomberg: FBEN GR

Reuters: FBENn.DE

ISIN: NL0012377394

Programmatic "ad-tech" platform with a focus on mobile app advertising solutions

Market Snapshot: EUR m Shareholders: Risk Profile (WRe): 2018e

Market cap: 67.6

No. of shares (m): 114.5

EV: 215.1

Freefloat MC: 23.4

Ø Trad. Vol. (30d): 4.75 th

Freefloat 34.7 %

Stichting Horizon One(Sapinda) 38.4 %

Abu Dhabi Securities 18.0 %

Altera Absolute GMF 5.5 %

Beta: 2.2

Equity Ratio: -2 %

Net Fin. Debt / EBITDA: 62.9 x

Net Debt / EBITDA: 63.1 x

High potential is overshadowed by financial strain: Initiation with Hold

Widespread internet use and data-processing technology offer advertisers unprecedented opportunities to narrowly target an audience and

place ads in real time. Internet publishers, on the other hand, generate revenue by offering advertisers publishing space and a user base.

In 2017, the global digital ad spend surpassed TV ad spend. However, the vast range of options offered by digital advertising has given rise

to thousands of new companies aiming to carve out a niche in this still highly fragmented sector.

Ad-tech companies build the technological bridge between advertisers and publishers in the digital space. Fyber is an independent, mobile

advertising ad-tech-company. It enables publishers to monetise its digital property and user base by placing targeted, meaningful and highest-

paid ads. Its programmatic ad-tech platform uses intelligent algorithms and RTB processes (real time bidding) as well as big data

analytics to optimise publishers’ return on advertising space.

With the recent acquisitions of Inneractive, Heyzap and Falk Realtime, Fyber has built a holistic platform approach to optimizing return on

ad space, especially for mobile app solutions. Fyber’s original focus was solutions for gaming apps. The acquisitions diversify Fyber’s

publisher portfolio to sectors such as utilities, social & messaging and news content. This makes the platform more attractive for buy-side

(advertisers) or DSPs (demand side platform). DSPs allocate advertisers’ budgets to the most relevant publishers or, ultimately, their users.

The acquisitions enhance Fyber’s platform technology and RTB process, which is a key driver within the industry. RTB and other advanced

programmatic trading mechanisms such as in-app header bidding (parallel bidding) enable publishers to request prices for ad space during a

real-time auction process. The highest bid (or other criteria) wins the auction and shows an ad. To optimise this process, Fyber provides big

data analysis and third-party information about the users to enhance the targeting profile, which enables advertisers to target users very

specifically. However, there are some key risks associated with this investment case, which probably explain the stock’s low trading level.

� Liquidity: A cash position of EUR 17.6m in 2017 compares to EUR 25.0m in 2016. Considering that it was granted another loan of EUR 8m

from major shareholder Sapinda and increased its short-term borrowings by EUR 13.6m in 2017, the liquidity situation is clearly distressed.

� Convertible bond matures in July 2020: Given the bond’s conversion price of EUR 3 and its face value of EUR 150m, we see a substantial

refinancing risk if the share price does not reach the conversion price by July 2020.

� Technology: The technology at the core of the platform is confidential, which makes it very hard to judge its quality from the outside. Nor is

there any guarantee that the acquisitions will be successfully integrated to Fyber’s platform as planned by H2 2018.

Taking these issues into consideration, particularly the power of Sapinda as the main shareholder, convertible bond holder and short-term loan

issuer, we cannot recommend buying the share, although our DCF value of EUR 2.33 indicates an attractive upside of more than 200%.

FY End: 31.12. in EUR m

CAGR (17-20e) 2016 2017 2018e 2019e 2020e

Sales 12.8 % 218.1 229.8 210.0 280.0 330.0 Change Sales yoy 68.9 % 5.4 % -8.6 % 33.3 % 17.9 % Gross profit margin 28.6 % 30.4 % 31.5 % 31.5 % 31.5 %

EBITDA - -3.4 -1.2 2.3 16.6 23.2 Margin -1.5 % -0.5 % 1.1 % 5.9 % 7.0 %

EBIT - -15.4 -97.2 -9.7 5.6 13.2 Margin -7.0 % -42.3 % -4.6 % 2.0 % 4.0 %

Net income - -29.9 -102.0 -17.2 -1.9 5.6 EPS - -0.26 -0.91 -0.15 -0.02 0.05 EPS adj. - -0.24 -1.01 -0.15 -0.02 0.05 DPS - 0.00 0.00 0.00 0.00 0.00 Dividend Yield n.a. n.a. n.a. n.a. n.a. FCFPS -0.16 -0.13 -0.10 0.05 0.10 FCF / Market cap -6.9 % -8.8 % -17.3 % 8.1 % 16.6 % EV / Sales 1.8 x 1.3 x 1.0 x 0.7 x 0.6 x EV / EBITDA n.a. n.a. 91.9 x 12.6 x 8.6 x EV / EBIT n.a. n.a. n.a. 37.4 x 15.0 x P / E n.a. n.a. n.a. n.a. 11.8 x P / E adj. n.a. n.a. n.a. n.a. 11.8 x FCF Potential Yield -0.8 % 1.3 % 0.9 % 7.7 % 11.4 % Net Debt 122.9 135.9 147.6 142.1 130.9 ROCE (NOPAT) n.a. n.a. n.a. 5.4 % 8.9 % Guidance: 2018: Gross Revenues of EUR 220m - 240m; EBITDA of EUR 5m - 8m

Rel. Performance vs PrimeAll:

1 month: -10.9 %

6 months: -21.2 %

Year to date: -23.6 %

Trailing 12 months: -69.9 %

Company events:

29.05.18 AGM

30.05.18 Q1

29.08.18 Q2

21.11.18 Q3

Page 2: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 2

RESEARCH

Sales development in EUR m

Source: Warburg Research

Sales by regions 2017; in %

Source: Warburg Research

Sales by screen 2017; in %

Source: Warburg Research

Company Background

� Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimise their ad space

returns with the support of intelligent algorithms.

� In 2014, RNTS Media N.V. acquired Fyber GmbH (SponsorPay previously; founded 2009), a leading mobile supply-side platform with

a special focus on gaming apps, which became the core of the company.

� With the acquisitions of Falk Realtime, Heyzap and Inneractive, Fyber enhanced its RTB exchange platform and upgraded its global

reach, broadened its product portfolio and increased its addressable market.

� The financial stability of the company is a risk worth highlighting. An outstanding convertible bond of EUR 150m matures in July 2020

with a conversion price of EUR 3 per share.

� Cash position of EUR 17.6m (FY 2017), which was increased by another EUR 13.6m short-term borrowings in 2017 represents a

significant liquidity risk.

Competitive Quality

� With its recent acquisitions, Fyber can offer the full variety of formats across all relevant types (desktop, mobile web and in-app) but

the focus clearly remains on mobile app video advertising as a differentiating criteria.

� Fyber's background in gaming apps and mobile in-app videos is a clear factor of differentiation and these segments are among the

fastest-growing areas in the ad-tech industry.

� With 1.2bn active monthly users and more than 10,000 connected publishers, Fyber has a large network with a global presence,

providing advertisers (buy side) with a broad reach and detailed user profiles.

adj. EBITDA development in EUR m

Source: Warburg Research

Sales by style 2017; in %

Source: Warburg Research

Sales by segments 2017; in %

Source: Warburg Research

Page 3: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 3

RESEARCH

Summary of Investment Case 5

Company Overview 6

Competitive Quality 7

Explaining the ad-tech process 7

Understanding the value chain and process 7

Real Time Bidding (RTB) as core competence and most important tool 8

Fyber’s in-app header bidding process – beyond RTB 9

Important characteristics of advanced programmatic trading processes 11

Network size – global reach 11

Information about users is key 12

Variety of formats to enhance efficiency 13

Cross device distribution - Putting it all together 15

Fyber: independent and transparent 15

Competitive landscape 16

Rapid growth attracted thousands of players 16

Overlap – ad networks vs. SSPs 18

Conclusion 19

Growth 20

Online advertisement growth 20

Online videos as Fyber’s sweet spot 20

Trend towards mobile – especially video 21

Mobile vs. desktop 21

Consumer behaviour supports mobile exposure 22

Ongoing smartphone penetration will support mobile growth 22

Dynamic growth in the number of apps – especially gaming 23

Programmatic vs. non-programmatic advertising 24

Financials 25

Historic top-line growth 25

P&L – Understanding the cost structure 26

Balance sheet – far from the epitome of financial stability 29

Goodwill – impairment reduction 29

Cash position and equity ratio reflect financial strain 29

Outstanding convertible bond matures in July 2020 30

Position of Sapinda 30

Valuation 31

Current trading sentiment 31

DCF valuation 32

Company & Products 35

Segments 35

Fyber Platform 35

Fyber RTB 35

Page 4: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 4

RESEARCH

Inneractive 35

Management 35

Advisory board 36

History 37

Shareholder structure 37

Company structure 38

Glossary – ad tech specific terms 39

Page 5: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 5

RESEARCH

Summary of Investment Case

Investment triggers

� A change in the strained financial situation and less dependence on shareholder Sapinda. This powerful shareholder could

potentially put pressure on the company, which could lead to a significant dilution for current shareholders.

� Path to break-even should become clearer in 2018 after a profit of EUR 2m at EBITDA level was reported in Q4 2017.

� The technological integration and synergy potential of Fyber’s recent acquisitions should increase the company’s

scalability and profitability in the short and mid term.

� Recent issues regarding data security at the global data giants as well as concerns about the lack of transparency in the

advertising value chain call for independent and efficiency-enhancing platforms / processes with transparent reporting tools in

one of the fastest-growing markets for digital advertising.

Valuation

� Current share price reflects negative news-flow over the last year and implies an upside of more than 200% to our DCF-based value

indication of EUR 2.33. However, the upside is associated with significant risks regarding refinancing uncertainties as well as potential

liquidity issues.

� The current low valuation is not justified considering the significant growth potential not only of the company but of the sector as a

whole. However the financial risks, as outlined in this note, cannot be ignored when evaluating this stock.

Growth

� In the highly attractive growth market for online digital advertising, we are estimating a sales CAGR of 13% from 2017 to 2020 for the

company. Especially promising is its strength in video with its combination of mobile in-app programmatic advertising and gaming

apps as these are the fastest-growing submarkets of the digital ad market.

� Mobile is an interesting market as users tend to access the internet more often via mobile devices and spend more time in apps.

However, traditional media, such as print, still claims a significant share of marketing budgets even though print no longer accounts

for as much user time as in the past.

Competitive quality

� Fyber is well positioned in a very competitive landscape with a clear focus on mobile app video formats and advanced programmatic

ad space trading mechanisms. Additionally, Fyber is clearly independent of advertisers or publishers, which allows it to provide

unbiased process reports to publishers in a very transparent and interactive way.

� With its global reach and presence in important markets around the world, as well as roughly 1.2bn monthly active users, Fyber is one

of the largest ad monetisation platforms, which adds significant value to the online programmatic advertising value chain by optimizing

yields for publishers and providing very transparent and interactive reporting tools to control and optimise publishers’ ad space.

� Fyber’s Fairbid header bidding process is one of the first holistic in-app real time bidding approaches. It allows for simultaneous

bidding either by advertisers directly or via ad networks or DSPs (demand side platform) to find the best possible bidder for a given

criteria (e.g. price).

Investment risks

� Financials: the company’s balance sheet is very weak with an equity ratio of only 5.7% and an outstanding convertible bond of

EUR 150m, which matures in July 2020 at a conversion price of EUR 3.00 and a coupon of 3% p.a. This implies that refinancing

is a major risk for the company. Additionally, the recently reported cash position of EUR 17.6m (vs. EUR 25m in 2016) is far from

a comfortable financial cushion for unexpected payments. Furthermore, the company took another loan from Sapinda of EUR 8m at

an interest rate of 8% p.a., which significantly increased the cash position for FY 2017.

� Technology: The technology at the core of the business model is confidential and thus represents a risk in terms of the ability to

evaluate the competitive quality of the platform. Furthermore the integration of the company’s recent acquisitions might be

unsuccessful or unsatisfactory.

Page 6: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 6

RESEARCH

Company Overview

Source: Fyber, Warburg Research

Page 7: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 7

RESEARCH

Competitive Quality

� Well recognised position in a competitive and crowded landscape

� Holistic platform approach with direct publisher integration and a clear focus on

mobile app advertising optimisation

� Independence from the global data and advertising giants enables unbiased and

transparent as well as interactive reporting.

� Highly sophisticated in-app header bidding process (Fyber “Fairbid”)

The value chain became increasingly chaotic and lacks transparency

Explaining the ad-tech process

Understanding the value chain and process

Fyber operates an ad-tech platform, which is an intermediary between advertisers

(demand side) and publishers (supply side). Fyber is focusing on the publishers and

enables them to generate stable streams of income from their apps and digital

properties by including ads. Fyber handles the process end-to-end, connects

publishers to demand sources globally, handles the bidding and auction process,

serves fitting and highest-paying ads to the apps and pays out optimised yield to

publishers. The platform uses a variety of methodologies, based on artificial

intelligence (i.e. self-learning algorithms) to analyse vast volumes of data to come up

with the best target (person/user) for an advertisement at an optimal point in time, in

the best place for the best price and to ensure the best user experience. As the

platform aims to optimise the yield of the available ad space, it has the capability to

deliver various campaigns across different devices and in several different formats

(e.g. banner, video). This allows it to better target the most relevant target group with a

specific advertisement.

Value chain of a direct digital campaign

Source: Warburg Research

The value chain depicted above is a rather simplified version of the process. Today’s

programmatic processes and opportunities as well as the data and technologies

required within this value chain make the process more complicated and generally

involve a number of different parties with different focuses and interests. The following

graph shows the value chain in greater detail. The red square indicates Fyber’s core

technology and competence.

Page 8: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 8

RESEARCH

Digital ad value chain and Fyber’s position in this

Source: Fyber, Warburg Research

Efficient and transparent RTB will be the key driver for the industry

Real Time Bidding (RTB) as core competence and most important tool

Ad-tech companies aim to make the process of buying and selling digital content more

efficient for both publishers and advertisers. Automatic processes can support both

sides. On the buyer side, workflow tools can streamline the process of selecting and

securing ad space across different websites and apps while sell side analytics help

publishers to keep track of ad impressions.

However, ad-tech is more than just automation. In “programmatic” advertising or

campaigns, digital content is purchased and targeted by intelligent algorithms and

trading platforms. Real time bidding (RTB) is the core process behind this auction model

and, although the area of ad-tech extends beyond RTB, this process has been the key

driver of growth over the past years in this sector.

RTB enables multiple advertisers to bid simultaneously for a single impression. Take, for

example, the moment when a person playing a game on a mobile device sees an ad

between levels. At that moment, an ad monetisation platform runs an auction involving

all of the advertisers interested in that ad space. The advertisers make their bids, the

platform selects the highest bid, and the ad is then delivered to the mobile device.

Specific parameters can be set by publishers and advertisers such as minimum prices

and maximum bids. Furthermore, specific deals or content can be prioritised. Some

publishers, for instance, wish to ensure that direct competitors of their customers do not

advertise on their website or in their app, regardless of the price the prospective

advertiser is willing to pay to access the relevant target group.

Below, we use a flow diagram to illustrate the RTB process and its methodology.

Page 9: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 9

RESEARCH

Process of a RTB auction

Source: Fyber, Warburg Research

Fyber’s in-app header bidding process – beyond RTB

Just as important as the RTB process and its technology is the variety of advertisers and

publishers. It is important to provide access to every relevant party in the value chain

whether an ad network (programmatic or non-programmatic), a DSP or a direct

advertiser. Fyber targets all parties simultaneously and avoids preference treatment for

any one party, which leaves potential future revenues on the table for publishers.

Traditionally, Fyber operated a mediation platform which involved offering ad

impressions in a so-called “waterfall” process in which different parties were targeted

sequentially. However this was inefficient in terms of pricing and was more time-

consuming than a simultaneous bidding process. Additionally, rather than actual prices,

the traditional process used estimated prices, based on historic prices, which also led to

inefficiencies.

This mix of deep know-how and long experience for traditional mediation/waterfall and

RTB processes allow Fyber to offer a place with a unified auction in the mobile app

environment, which is made out of Fyber’s in-house activities – Inneractive/RTB and

Heyzap. This process allows publishers to select from a variety of advertisers,

demanding ad spaces via DSPs, ad networks or direct channels.

Below is a graph, which illustrates the traditional mediation process, in which potential

buyers are offered an ad space, one after the other.

Page 10: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 10

RESEARCH

Traditional “waterfall” mediation process for ad spaces

Source: Fyber, Warburg Research

The new Fyber “FairBid” process targets every potential buyer (advertiser) at once which

leads to the most efficient price auction and quickest response times. This provides the

publisher as well as the buyer with complete transparency across the process and

enables these parties to follow their marketing efficiency and optimisation potential. In

addition, Fyber is creating value as it shortens the value chain by directly connecting the

sell side (publishers) to the most relevant party on the buy side (advertisers, ad

networks, DSPs). The new “FairBid” process is illustrated below

New simultaneous “FairBid” process for all buyers

Source: Fyber, Warburg Research

Page 11: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 11

RESEARCH

A larger network leads to more efficient auctions

Important characteristics of advanced programmatic trading processes

Network size – global reach

A successful ad-tech platform will ideally have multiple DSPs (demand side platforms or

advertisers) and a diversified publisher base (with their users) on board. The wider the

network the more efficiently specific digital advertising content can be distributed to the

most appropriate target group for the best possible price and in the most suitable format.

A larger network also enhances the ability to improve the intelligent algorithms based on

the greater volume of data at its disposal and a platform will enjoy a high fill-rate if there

is consistently appropriate ad content to fill an ad request once it is placed by a publisher

or app.

Today, Fyber’s network includes about 10,000 directly integrated apps with about 1.2bn

aggregated monthly active users (end-consumer/user of apps, which belong to Fyber’s

publisher partners) of these apps across 180 countries. Fyber has one of the largest

independent networks in this sector, which forms a promising base for its expansion and

enhancement including technological unification with its recent acquisitions HeyZap and

Inneractive.

It is also important to have a diversified publisher base to serve DSPs and other

advertising partners with a variety of users and target groups. It can be assumed, for

example, that users of a gaming app generally have different interests to users of a

shopping app. However, a connection to the right DSPs, and therefore advertisers, is

also important to improve the platform’s fill rates by always having a relevant ad in hand

once an ad request is placed by a publisher or app.

While Fyber’s origins are in the area of in-app gaming advertisements, it successfully

expanded its publisher base with the acquisitions of HeyZap and Inneractive to include

the fields of news publishing, social and messaging and utilities. This makes Fyber an

attractive partner for DSPs / advertisers as it offers a diverse user base.

Extract of Fyber’s integrated app network and clusters

Source: Fyber, Warburg Research

Additionally, Fyber is a truly global player, which is important for the network’s economies of

scale and to attract further publishers. This also enhances the user diversification for the

platform and as a result, its attractiveness for advertisers / DSPs to allocate budget to

publishers connected to the platform. Fyber has offices in Berlin, Tel Aviv, New York, San

Francisco, London and Bejing as shown in the following illustration.

Page 12: Fyber...Fyber is a global ad-tech company with a clear focus on mobile in-app advertising, enabling publishers to optimis e their ad space returns with the support of intelligent algorithms

Fyber

FU L L NO T E Publ ished 23 .05 .2018 12

RESEARCH

Fyber’s global reach with offices in important markets

Source: Fyber, Warburg Research

Data is key to target users most efficiently

Information about users is key

User data is crucial to pinpointing the best possible target group for DSPs. Specific user

data is gathered in an SDK (software development kit) which is fed with data from the

publishers if available and accessible, own online data analytics and from third parties

(e.g. artificial intelligence via IP tracking, visited website content etc.). Publishers

integrated with Fyber do not have to analyse the data themselves but receive

customized and readily available data analysis from Fyber’s platform.

Fyber can provide up to 40 user parameters for the majority of its users, and up to 200

data parameters for part of its user base, which is identified by using publishers’ data,

own big data analytics (AI) and information provided by third parties such as DMPs (data

management platforms). Past ad campaigns, page impressions, click rates and video

views are used to learn from the results.

Fyber recently announced partnerships with leading data providers in this segment.

Nielsen Marketing Cloud will provide demographic, interest and audience data. PlaceIQ

will provide data about offline location activities and Mobilewalla will provide mobile app

audience measurements to enhance Fyber’s data and targeting abilities.

This information enables advertisers to target users more specifically according to the

users’ interests, shopping behaviour, age, gender, region etc. Furthermore, via its

inventory management, Fyber can optimise returns and user experience by targeting

different users within the same app with different frequencies or intensity, by using

intelligent algorithms to keep track of a user’s tolerance to ads and monetisation

potential. This enhances the returns that publishers can achieve from digital advertising,

while ensuring a balance with a positive user experience.

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Example of data collection sources for DMPs and others

Source: Warburg Research

Variety of formats to enhance efficiency

Publishers can choose from several different ad formats to optimise the impact of a

certain advertisement without detracting from the user experience within an app or on a

specific website (trade-off for publisher between the frequency and intensity of

advertisements vs. user experience).

Fyber is one of the leaders in its industry when it comes to format variety, especially for

video advertisements.

Vertical and interstitial:

This type can either be static ads, or video ads

that cover the full screen while the app or website

is loading a video (or is simply placed before a

video, or pops up randomly or at the beginning of

a website visit etc.), the next level (for gaming

apps), or any other content. These formats can

also include a direct link to install another app for

example as indicated in the graph on the right.

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Banners:

This type is the traditional ad format, which is

rather simple. Banners typically include content,

which is easy to read or calls for attention. They

link, for example, to the advertiser’s website or a

specific product. Among banners, there are many

different sub-formats, e.g. whether a banner

remains within the frame when the user scrolls

down a website.

Offer Wall:

This type is most suitable for gaming apps, where

users can earn in-app currency for example or an

extra level / character / feature etc. for certain

actions the users can choose from. The Offer

Wall is an opt-in ad unit that gives the user a

selection of relevant offers. This can be

downloading and installing an app or entering

more personal information.

Rewarded video:

This type is also most suitable for gaming apps, as users are rewarded for watching an

advertisement video. They can, for example, earn extra in-app currency, an extra

character, level, map, or golf course etc. The advantage is that this format is optional.

The user can decide to watch the ad in return for an extra benefit. This typically

enhances the user experience.

This variety of ad formats gives publishers and app developers the opportunity to choose

a format that best serves the monetization vs. user experience trade-off. Developers of

apps and games need to consider the monetization opportunities at an early stage of

development to facilitate optimal advertisement format integration in the design. Fyber

offers advice in this process based on its relevant experience and expertise, backed by

data analysis and detailed reporting from third parties, other customers, apps and own

data.

Ultimately, highly sophisticated technology (algorithms) is required by platforms which

also include an ad exchange such as Fyber to process this volume of data, support the

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various formats and to facilitate delivery across these formats at any time to the best

user.

Cross device distribution - Putting it all together

The key to effective distribution of advertisements or campaigns is a cross-device

approach as users are increasingly using a number of different devices to access the

internet, as shown in the graph below.

Internet access via different devices in %

Source: TNS Infratest (IWB; 1/18), Warburg Research

Intelligent algorithms can determine the various devices used by one person to access

the internet at certain times of the day via device ID, operating systems, IP addresses,

browser behaviour, installed apps etc. This information allows for more sophisticated

timing and frequency targeting, so that a user is not bombarded with certain advertising

across all the devices at all times of the day.

In terms of user behaviour data, the global data giants such as Google, Facebook or

Amazon have a clear competitive advantage over the smaller players as vast volumes of

user data are accumulated by these companies daily, which allows their advertisers to

target their users very specifically. The downside is that the ad exchanges of these

giants are not independent and favourable treatment may be granted to their own

publishers when it comes to selling advertising space. Nor are the giants transparent in

their reporting which often leaves publishers in the dark about their effective views or

reach. Fyber, in contrast, is independent and delivers full transparency, which is

important for many publishers.

Strong demand for transparency strengthens Fyber’s position

Fyber: independent and transparent

Admittedly, owned and operated (O&O) companies such as Facebook, Google, Twitter,

Amazon etc. are very attractive for advertisers as they have large technology budgets

with billions of impressions available from users across devices and countries. This is

valuable information that is difficult for third parties to access.

However, many advertisers and publishers simply do not want to share their data with

these big giants or fear that O&O companies could favour their own publishers over

others in the monetization process, as there is typically little transparency. Nevertheless,

in most cases it is not a question of either or. Many publishers are looking for an

independent monetization platform, to ensure they are not fully dependent on giants

such as Google, who they already need to use to publish their applications (via the

Google Play Store)

Fyber provides sophisticated reporting tools and full transparency on the value-added

83% 85% 88%

75%

19%

41%

67%73%

2%9%

29% 29%

6% 8%

16% 16%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2011 2013 2015 2017

PC/Notebook Smartphone Tablet TV

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process / advertisement campaign, e.g. bid sizes, acceptance rates etc. O&O giants

typically do not share these data with publishers. Consequently, publishers often do not

know exactly who bought their ad spaces and for which price etc., which mostly results in

inefficiencies. O&O giants are typically focused on the advertiser while Fyber provides

detailed reporting for publishers.

Intense competition, but closest competitors are hard to identify, owing

to broad activity diversification

Competitive landscape

Rapid growth attracted thousands of players

The ad-tech industry is probably one of the fastest-growing industries with enormous

potential to disrupt the way marketing budgets are spent. The vast opportunities offered

by the internet to publish content and attract users gave rise to thousands of service

providers jostling for a share of this pie. Furthermore the technological ability to collect

and analyse data in a coherent manner to improve the effectiveness of advertising has

meant that companies providing data services have skyrocketed in recent years.

This development is well documented by chiefmartec.com, one of the leading ad-tech

blogs from Scot Brinker. The picture below depicts the rapid emergence of the industry

and the multitude of different parties trying to establish a firm position in the value chain

of programmatic advertising. The figures below each illustration for the specific years in

the graph below indicate the number of players in this segment. The different colours

(red, orange, yellow, green, blue and grey) indicate different functionalities within the

value chain. Fyber is within the red area, which is classified as “Mobile Marketing”.

However, even these classifications are rather vague as it is still very difficult to identify

clear positioning for each company/service provider. This is true for all categories and

functionalities.

Ad-tech landscape development over the last seven years

Source: chiefmartec.com, Warburg Research

The relevant players can broadly be categorized as: “Advertising & Promotion”, “Content

& Experience”, “Social and Relationship”, “Commerce & Sales”, “Data” and

“Management”. While competition is intense, there is also a high level of cooperation and

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overlap in the sector as some players offer products or services for more than one

category or substitute other services. “Coopetition” is a term, which is often used in this

context.

Fyber is listed under the heading of “Mobile Marketing” but could also be categorized as

“Video Advertising” or “Display & Programmatic Advertising” in our view as it clearly

focuses on video mobile app advertisements and also offers display solutions.

Ad-tech landscape 2017

Source: chiefmartec.com, Warburg Research

Native Advertising Institute takes a very similar approach to categorizing the different

players in this industry shows once again the mind-boggling range of service providers in

this industry. However, this defined landscape is narrowed down to our specific field of

programmatic ad-tech as a technology platform for advertisers or publishers.

Again, while it can be argued that Fyber fits into several categories such as “Mobile

Programmatic/ Networks/ SSPs/ Exchanges” or “Programmatic/ Networks/ SSPs/

Exchanges” in this example, it is most important to us, that Fyber and its most recent

acquisitions, Heyzap and Inneractive, are named on a narrower list, which is a clear

indication that Fyber’s market position is stable and recognized. This is essential and

very important in our view to be successful in this industry.

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Narrowed landscape 2017 by “Native Advertising Institute”

Source: chiefmaretc.com, Warburg Research

Combining the best of both worlds: rich inventory with high performance

technology

Overlap – ad networks vs. SSPs

SSPs, meaning all functionalities around programmatic trading / publisher tools /

exchange & mediation capabilities, to support publishers in a holistic way.

Competition in different parts of the value chain can be best explained by comparing the

functionalities of ad networks and SSPs - two different and competing ways to connect

advertisers with publishers. Both players are taking a cut of the ad spend process

through their systems, with the possibility of expanding this cut over time by adding more

services and value to their offerings.

Inventory:

Ad networks traditionally have access to premium content as well as top publishers,

which most large brand advertisers covet, as ad networks are typically around for a long

time and are well established between publishers and advertisers. In contrast, SSPs

have real-time-bidding (RTB) processes and inventory, which have sometimes been

associated with lower quality, fraud, and might have been regarded as not brand safe in

the past. This picture has changed recently as the industry is taking action to prevent

fraud and to enhance transparency. Nevertheless, from the inventory perspective, ad

networks seem to have a slight advantage. However, as ad networks are typically

geared towards the buy-side (advertisers), there might be useful cooperation with SSPs

to expand a platform’s reach on both sides, advertisers and publishers and to offer

publishers the best opportunities to monetise their content.

Technology:

SSPs are technology providers, which enable publishers to gain access to a variety of

demand sources, including several ad networks, via one central integration. To this end,

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SSPs support publishers to engage with advertisers through ad networks. This avoids

the need for direct integration with several ad networks and the associated maintenance

and manual optimisation with different software systems. Instead, they can centrally

manage their ad networks integration, or use an optimisation process offered by many

SSPs. Ad networks are geared towards serving advertisers as opposed to publishers,

gathering ad inventory on behalf of advertisers to enable advertisers to place their ads

on their preferred digital properties. With regards to targeting and optimisation, ad

networks typically lack advanced technology, which programmatically optimise or target

specific audiences in a sophisticated and efficient way. Instead, media buyers manually

make campaign changes. In contrast, SSPs use programmatic technologies to optimise

on behalf of publishers, while DSPs optimise on behalf of advertisers, allowing each side

to sophistically target specific groups and to maximize their specific outcomes.

Consequently, ad networks are aiming to integrate real-time bidding to extend their

supply. Many also add programmatic engines to optimise the procured RTB supply. A

possible risk is that other players in the value chain, like ad networks, extend their

capabilities and push into the SSP market, reducing their take rates, but current market

studies and M&A activities do not support this trend and rather show that players focus

either on publishers or advertisers. Serving both sides would lead to a conflict of interest

and, from the customers’ point of view, would lack credibility.

Fyber is currently in the process of integrating the acquisitions of Heyzap, Inneractive

and Falk Realtime. It aims to provide a holistic platform approach to offer its publishers

the optimal advertiser, an optimal format via the optimal channel for the best possible

price or other criteria, as defined by the publisher. Fyber focuses on mobile app solutions

with direct publisher integration, offering add value by ad space trading and data

analysis.

Indeed these two players are likely to increasingly cooperate as the industry enters a

phase of consolidation. Fyber has started to cooperate with ad networks such as Tapjoy

and Ad Colony as indicated in the illustration above, to expand its reach to advertisers

and to offer publishers the most effective platform and monetisation opportunities.

Conclusion

Fyber’s strengths, competitive positioning and key factors of differentiation are

summarised below.

Size: Fyber is well recognized within its competitive landscape It is a global player which

generates revenue all over the world and operates offices all important markets. With

10,000 directly integrated apps and 1.2bn monthly active users, Fyber and its recent

acquisitions form one of the largest platforms within its competitive landscape.

Independence: Fyber is independent of any own content and provides the best possible

solutions for publishers with transparent reporting in a complex value chain, which Fyber

is disrupting by excluding additional parties such as aggregators.

Technology: Fyber will combine its acquisitions in a unified technology platform in order

to serve ads and fill ad space across screens and formats to the best suitable publisher /

advertiser for the best possible price. As a first step, Fyber launched its “FairBid” in-app

header bidding process in February 2018, which allows for parallel bidding.

Positioning: Key factors of differentiation include Fyber’s extensive know-how in

programmatic mediation and mobile app video advertising, which is the most promising

sub-segment of digital advertising in terms of the growth drivers. Additionally, Fyber has

a special knowledge of gaming apps and their monetization, which is also an attractive

growth market. Ultimately, Fyber’s independence is key for its publishers, as Fyber has

no interest in favouring the content of one publisher over another in terms of their fill

rates.

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Growth

� In 2017, digital ad spending surpassed TV ad spending and is expected to

significantly outgrow the market in 2018 and following years

� Online video ads is one of the fasted growing segments

� Mobile internet access as well as time spent in apps are increasing significantly

� Gaming apps are the fastest growing segment by the number of downloads

Digital advertising is the most important market

Online advertisement growth

In 2017, the global digital ad spend surpassed the traditional ad spend on TV, marking a

watershed in the rise of internet-based advertising. The technological ability to harness

user data to target a specific audience makes online advertising extremely efficient and

increases the likelihood that the advertising will be effective. The market for digital ad

spending is expected to significantly outgrow the market for TV advertising in 2018 and

the following years as indicated by the graph below.

Development of digital vs. TV ad spending

Source: MAGNA, Warburg Research

Online videos as Fyber’s sweet spot

Video advertisements have become the dominant form of advertising online, typically in

the format of pre-rolls, which have to be watched before the user can access certain

content. As highlighted in the graph above, online video advertisement will far outgrow

traditional TV advertisement. Video, with all its format varieties, is one of Fyber’s core

competences.

According to the market research company eMarketer, the volume of video ad spend in

the US will significantly increase from USD 13.2bn in 2017 to USD 22.2bn in 2021,

representing a CAGR of 13.9% p.a. We expect similar developments in other developed

countries. We illustrate the growth below, including the annual growth rates as well as

the share of video advertisements of the overall online advertisement spend.

0

50

100

150

200

250

300

350

2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022

TV Digital

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US digital video ad spending 2017–2021 (in USD bn and %)

Source: eMarketer, Warburg Research

Mobile videos are very important to reach users

Trend towards mobile – especially video

The smartphone is increasingly the device of choice when it comes to accessing the

internet (see graph below) and, then, via a smartphone application (app) rather than a

standardized web browser. In-app advertisements are thus becoming increasingly

important. Fyber, with its background in e-gaming apps, has significant expertise in this

area. As the screen is typically rather small, advertisements need to be placed in the

right format for an optimal user experience.

Mobile vs. desktop

The importance of mobile advertisement is reflected in forecasts which expect a

significant increase in the mobile share of the worldwide digital ad spend, as well as

strong growth in absolute terms. The graph below illustrates this growth with an overall

worldwide digital ad spend of USD 360bn in 2020 from USD 191bn in 2015. This

represents a CAGR of about 13.5% p.a. Furthermore, the mobile share is expected to

rise to 76%. Extracting the mobile share would result in a CAGR of 26.6% p.a. over the

same period of time.

Worldwide digital ad spend Mobile vs. Desktop 2015 - 2020

Source: eMarketer, Warburg Research

$13,23

$15,42

$17,56

$19,81

$22,18

23,7%

16,5%

13,9% 12,8% 12,0%15,9% 16,4%

16,7% 16,9% 17,2%

2017 2018 2019 2020 2021

Digital video ad spending % change % of total digital ad spending

44%

76%

56%

24%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2020

Mobile Desktop

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Mobile devices are increasingly used to access the internetI

Iand more time is being spent in apps

Consumer behaviour supports mobile exposure

Smartphone users tend to access the internet more often to make purchases, seek

information or for entertainment. A smartphone app, rather than a web browser, is a

more convenient way of accessing frequently visited websites as the app can save

certain user information such as log-in data or passwords or save previous action by the

user, e.g. previous orders from a food-delivery service. The graph below clearly shows

the strong rise in the use of mobile devices to access the internet over the past few years

and we are assuming this trend will continue.

How people access the internet 2011 – 2017

Source: TNS Infratest (Internet World Business; Jan 2018), Warburg Research

Furthermore, smartphone users tend to spend more time in apps. The time spent in apps

per day already surpassed 2:00 minutes in 2016 and is forecast to grow to 2:43 minutes

per day in 2019. In contrast, the development of mobile web is expected to be rather flat.

Time spent in apps vs. mobile web daily (US adults 2015–2019)

Source: eMarketer, Warburg Research

Ongoing smartphone penetration will support mobile growth

Contrary to the general impression that smartphone penetration would seem to be

reaching its limits, this is not the case. Even in developed countries smartphone

penetration lies at about 60-70% which still leaves potential for growth. The potential is

even greater in emerging markets. Growth will be driven by infrastructural progress and

the increasing availability of mobile internet as well as demographic changes over time

as digital natives account for an increasing portion of the population.

83% 85%88%

75%

19%

41%

67%73%

2%

9%

29% 29%

6% 8%

16% 16%

0%

10%

20%

30%

40%

50%

60%

70%

80%

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100%

2011 2013 2015 2017

PC/Notebook Smartphone Tablet TV-Gerät

1:552:11

2:25 2:35 2:43

0:25

0:260:26

0:260:27

0:00

0:28

0:57

1:26

1:55

2:24

2:52

3:21

2015 2016 2017 2018 2019

In-app Mobile web

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Expectation of strong growth in the number of apps will support FyberI

Iespecially in the gaming segment

Dynamic growth in the number of apps – especially gaming

As the time spent in apps increases, so does the number of apps and this trend is set to

continue (see graph below). This gives Fyber the opportunity to increase the number of

publishers in its network. From 2016 to 2021 the number of mobile apps is forecast to

increase at a CAGR of 18-21%, depending on the region.

Rise in the number of apps by global region (in USD bn)

Source: Statista, Warburg Research

The gaming segment in particular, Fyber’s key area of expertise, is experiencing

significant growth. Part of Fyber’s core competence is to optimise in-app purchases and

in-app rewarded video advertisements to optimise the overall monetization of an app’s

ad spaces. Measured by the number of downloads, gaming apps represent one of the

fastest growing markets, as users typically switch games more often than from one

messaging or social network app to another.

Top 5 app categories per number of downloads (Worldwide 2017)

Source: eMarketer, Warburg Research

Games61%

Utility & Photography

20%

Entertainment10%

Communication & Social

9%

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In the US, programmatic advertising is already dominant

Programmatic vs. non-programmatic advertising

Programmatic advertising is the overall term for automatically executed advertisement in

contrast to non-programmatic advertising, which is the traditional placement of ads by

agencies or the selective allocation of advertising budgets across different channels and

targets. Supported by intelligent algorithms to allocate budgets, programmatic

advertising has become more widely accepted over the last few years as a powerful tool

for advertisers. Despite some initial setbacks regarding fraud (e.g. view, click, page

impressions generation by bots) or potential e-privacy restrictions (EU GDPR),

programmatic advertising has rapidly become the dominant method of allocating

advertisers’ budgets. The USA is the most mature market in terms of programmatic

advertising. Here, the share of programmatic digital display ad spending is expected to

reach over 80% of the total digital display ad spending in 2018.

US programmatic digital display ad spending in USD bn (2015–2019)

Source: eMarketer (Oct. 2017), Warburg Research

$17.50

$25.48

$32.56 $39.10$45.72

51.0% 45.6%

27.8%20.1% 16.9%

65.0%

73.0%78.0%

81.5% 83.6%

2015 2016 2017 2018 2019

Programmatic digital display ad spending % change % of total digital ad spending

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Financials

� Historic growth is dominated by the USA

� Impairment of Fyber RTB of EUR 80m led to a significant reduction in equity

� Cash position represents a significant solvency risk for the company

� Convertible bond reflects a significant refinancing risk, if the share price fails to

exceed its conversion price of EUR 3.00 in July 2020

US is the most important market todayI

Historic top-line growth

Fyber generates revenue by trading and placing digital advertising. Most of its revenue is

generated with the company’s programmatic business, which are automated auctions in

which advertisers bid for a specific advertising space. Fyber typically keeps about 30-

33% of the generated gross revenues and the rest is forwarded to its publishers, leading

to Fyber’s net revenues. Although Fyber also has a mediation platform, which connects

advertisers and publishers manually and automatically (programmatic), advanced

programmatic methods are the drivers of growth as well as the main future source of

revenue (Fyber’s “FairBid”-process).

As programmatic advertising is very prominent in the US, Fyber is generating most of its

revenues in the US today. However, as indicated in the graph below, this will change

over time as other markets catch up. There is still a lot of potential in Europe which is

accounting for a greater share of revenue within the Fyber group as is the Asia / Pacific

region which is also an attractively growing market. With its global reach, Fyber is well

positioned to benefit from this market potential.

Fyber’s top-line growth by regions 2015–2017 (in EUR m)

Source: Fyber, Warburg Research

39.0

99.6121.230.8

63.3

90.5

9.3

11.2

15.7

1.9

2.6

2.5

81.1

176.8

229.8

0.0

50.0

100.0

150.0

200.0

250.0

2015 2016 2017

USA EMEA Asia / Pacific RoW

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Fyber’s top-line growth by regions 2015–2017 (in % of total sales)

Source: Fyber, Warburg Research

Programmatic advertising is the industry’s driving force and this is also well reflected in

the historic sales development of Fyber. Today, about two-thirds of total revenues are

generated programmatically as shown in the revenue share split in the following table:

Fyber’s top-line growth by revenue type 2015–2017 (in % of total sales)

Source: Fyber, Warburg Research

P&L – Understanding the cost structure

Owing to Fyber’s new reporting since FY 2017, comparison of the P&L positions over the

years only makes sense using the same reported lines as in the past. For 2016, the

company provided a pro-forma statement as if Heyzap and Inneractive had been

acquired as of 1 January 2016. This results for example in a higher gross revenue

position of EUR 218m compared to EUR 177m in the reported FY 2016 statement.

Revenue growth in 2018 is expected to be slightly negative owing to Fyber’s “Keeping it

Clean” initiative, which excludes aggregators. This initiative also had an impact of

roughly EUR 50m on 2017 revenues. Aggregators typically bundle a portfolio of smaller

publishers. By excluding aggregators, Fyber aims to make the value chain shorter and

more transparent to increase the value for advertisers and publishers. Fyber is striving

48.1%56.4% 52.7%

38.0%

35.8% 39.4%

11.5%6.3% 6.8%

2.4% 1.5% 1.1%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2016 2017

USA EMEA Asia / Pacific RoW

34%

60%67%

66%

40%33%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2015 2016 2017

Programmatic Non-Prgogrammatic

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for direct publisher integration. This should also drive the net revenue margin going

forward and underpins Fyber’s clear focus on its competitive advantage by waiving short-

term revenues for a strong strategic position in the long term and a value-added process.

Furthermore, revenues will be negatively impacted by Google’s charging screen ad ban,

which shows advertisements while a phone is charging. This format was especially

popular in China and made a reasonable revenue contribution for Fyber.

The COGS includes the share of revenues paid out to third parties, such as publishers.

Deducting these leads to the company’s net revenue, which is typically around 30% of

gross revenues. Other costs of revenue include platform-related costs, such as IT and

server hosting costs as well as depreciation and amortization. The gross profit margin

was 18.6% in 2017 and we expect this margin to increase, mainly driven by fewer

platform-related costs relative to gross revenues and a higher gross margin, owing to the

exclusion of aggregators.

Operationally, the typical cost positions sales & marketing (S&M), general &

administration (G&A) and research & development (R&D) are deducted to reach the

EBIT.

The increase in S&M costs should be less than gross revenues, as the main share is

attributable to personnel costs, which are especially important to bring new publishers on

board and should decrease over time in relation to the generated revenues. Additionally,

further margin improvements should be achieved with sales synergies from Fyber’s

acquisitions.

G&A was significantly reduced by some strict cost-cutting following the recent

acquisitions from EUR 21.4m in 2016 to EUR 15.7m in 2017. The ratio should further

decrease with cost discipline as well as the scalability of the technology platform, which

should enhance operational margins.

We expect R&D in 2018 will remain similar levels as 2017, before Fyber is able reduce

that position slightly with technological unification across its acquisitions.

The financial result should be significantly less negative in 2018, as Fyber successfully

renegotiated the terms of its convertible bond, which matures in July 2020. The terms

were changed from a coupon payment of 5% p.a. to 3%. p.a., which results in interest

payments of EUR 4.5m instead to EUR 7.5m (besides a lower conversion price of EUR

3.00 compared to previously EUR 4.20).

The tax rate should be at moderate levels, as the company should be able to use some

tax loss carry forwards. The extent to which this will be possible depends on profit

allocation in terms of geography and business units.

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P&L

Source: Warburg Research

P & L Group 2016 2017 2018e 2019e 2020e CAGR

Gross Revenue 218.1 229.8 210.0 280.0 330.0 12.8%

yoy growth 5.4% -8.6% 33.3% 17.9%

- COGS (3rd parties) 155.7 159.9 143.9 191.8 226.1as % of revenues 71.4% 69.6% 68.5% 68.5% 68.5%

= Net Revenue 62.4 69.9 66.2 88.2 104.0 14.1%

Net margin 28.6% 30.4% 31.5% 31.5% 31.5%

- other costs of revenues 20.6 27.2 22.3 28.0 33.0as % of revenues 9.5% 11.8% 10.6% 10.0% 10.0%

= Gross Profit 41.8 42.7 43.9 60.2 71.0 18.4%

Gross margin 19.2% 18.6% 20.9% 21.5% 21.5%

- Sales & Marketing 25.4 24.6 21.0 23.8 24.8as % of revenues 11.6% 10.7% 10.0% 8.5% 7.5%

- G&A 21.4 15.7 13.7 14.0 14.9as % of revenues 9.8% 6.8% 6.5% 5.0% 4.5%

- R&D 19.8 19.6 18.9 16.8 18.2as % of revenues 9.1% 8.5% 9.0% 6.0% 5.5%

+ Other operating income 9.4 2.6 0.0 0.0 0.0as % of revenues 4.3% 1.1% 0.0% 0.0% 0.0%

- Other operating expenses 0.0 82.7 0.0 0.0 0.0as % of revenues 0.0% 36.0% 0.0% 0.0% 0.0%

= adj.* EBITDA -3.4 -1.2 2.3 16.6 23.2 n.m.

adj.* EBITDA margin -1.5% -0.5% 1.1% 5.9% 7.0%

- Amortization 12.0 13.3 12.0 11.0 10.0as % of revenues 5.5% 5.8% 5.7% 3.9% 3.0%

- Depreciation 0.0 0.0 0.0 0.0 0.0as % of revenues 0.0% 0.0% 0.0% 0.0% 0.0%

= EBIT -15.4 -97.2 -9.7 5.6 13.2 n.m.EBIT margin -7.0% -42.3% -4.6% 2.0% 4.0%

"+/- Financial Result -14.9 -9.9 -7.0 -7.0 -7.0= EBT -30.2 -107.1 -16.7 -1.4 6.2 n.m.

EBT margin -13.9% -46.6% -7.9% -0.5% 1.9%

- Tax 3.1 -5.1 0.5 0.5 0.6Tax rate -10.2% 4.8% -3.0% -35.7% 9.7%

= Net income -33.3 -102.0 -17.2 -1.9 5.6 n.m.

Net income margin -15.3% -44.4% -8.2% -0.7% 1.7%

Adjustments 3.38 -11.71 0.00 0.00 0.00

= Total income -29.9 -113.7 -17.2 -1.9 5.6 n.m.

Shares outstanding 114.53 114.53 114.53 114.53 114.53

= EPS -0.29 -0.89 -0.15 -0.02 0.05 n.m.

* adjusted for acquisition costs, option plans and impairments for 2016 and 2017

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Distressed liquidity situation poses a significant risk

Balance sheet – far from the epitome of financial stability

Goodwill – impairment reduction

In 2017, Fyber’s balance was reduced significantly, triggered by an impairment for

Fyber’s RTB platform of EUR 80m. Fyber’s RTB platform generated a significant share

of revenues with publisher aggregators, which have been excluded under Fyber’s

“Keeping its Clean” initiative to adopt its platform to industry standards and to lead by

example in terms of transparency and reporting. The balance sheet decreased from EUR

365.6m in 2016 to EUR 231.4m in 2017. Besides the impairment, decreased trading

receivables and trading payables contributed to this development, owing to weaker Q4

revenue generation triggered by the “Keeping it Clean” initiative, as well as a reduction in

“other intangible assets” (EUR -10.5m).

The remaining goodwill is allocated as follows:

Fyber’s goodwill reduction from 2016 to 2017

Source: Warburg Research

Cash position and equity ratio reflect financial strain

Fyber’s cash position of EUR 17.6m, which accounts for about 6% of the balance sheet,

clearly indicates the company’s financially strained situation, especially considering that

the company increased its short-term borrowings by EUR 13.6m to EUR 15.0m in 2017

compared to 2016. Sapinda, the convertible bond holder as well as one of the main

shareholders, granted Fyber another short term loan of EUR 8m with an interest rate of

8% p.a. This also serves as a stark indication of the financially distressed situation.

With the impairment, the company’s equity decreased from EUR 120.4m to only EUR

13.2m, which represents an equity ratio of only 5.7%, making it difficult to secure

additional funding with reasonable conditions.

However, the company’s most recent development clearly points the way to breakeven,

with an adjusted EBITDA of EUR -1.2m for the full year 2017 (vs. EUR -4.3m in 2016)

and an adjusted EBITDA of EUR 2.0m for Q4 2017 (vs. EUR -0.9m in Q4 2016).

Nevertheless, bottom line profitability remains challenging, owing to relatively high net

interest payments of about EUR 10m as well as depreciation and amortisation of EUR

13m in 2017.

Others 1,872 - 1,872

Goodwill 216,951 (80,000) (8,811) 128,140

Business

segmentFY 2016 Impairment Currency effect FY 2017

Fyber Platform 70,265 (3,143) 67,122

Inneractive 46,816 (5,668) 41,148

Fyber RTB 97,998 (80,000) - 17,998

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Fyber’s balance sheet

Source: Warburg Research

Maturity of convertible bond in 2020 is a significant refinancing risk

Outstanding convertible bond matures in July 2020

In July 2015, Fyber placed a senior, unsecured convertible bond of EUR 100m, which

was increased by an additional EUR 50m in H1 2016. The bond was used to finance the

major acquisitions of Heyzap and Inneractive and matures in July 2020. Originally the

term of the bonds required nominal coupon payments of 5% p.a. payable semi-annually

and a conversion price of EUR 4.20.

However, in April 2017, the bond holders agreed to change the conditions to coupon

payments of 3% p.a., a reduction in the conversion price to EUR 3.00 and a waiver for

the coupon payment in June 2017.

Consequently, the liabilities side is dominated by the convertible bond, which amounts to

EUR 132.995m. The EUR 15m short-term loans plus EUR 5.1m other interest-bearing

liabilities come in addition to that and represent roughly 66% of the total balance sheet.

Position of Sapinda

Sapinda, the main shareholder and holder of the convertible bond, commands a very

powerful position.

� Main shareholder: Sapinda holds at least 40% of the company according to the FY

2017 conference call and the statement made by Fyber’s CFO. This gives Sapinda

major influence at AGMs to vote against a potential capital increase e.g. to prevent

dilution.

� Convertible bond holder: Sapinda is the holder of the convertible bond, which

matures in July 2020 with a face value of EUR 150m and a coupon of 3% p.a. This

poses significant refinancing risk and could potentially end with a debt-to-equity swap,

for instance, which could significantly dilute the stakes of existing shareholders.

� Issuer of short-term borrowings: Sapinda granted another short-term loan of EUR

8m to the company at the beginning of 2018 with an interest rate of 8% p.a. and is due

at the end of 2019. If insufficient cash is available by then, Sapinda could declare

insolvency for Fyber, which could potentially lead to a scenario outlined in the point

above.

Other; 5%

Cash; 8%

WC; 18%

Tangible assets; 1%

Intangible assets; 68%

Other; 7%

WC; 21%

Interest bearing debt; 66%

Provisions; 0%

Equity; 6%

0%

20%

40%

60%

80%

100%

ASSETS LIABILITIES

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Valuation

� Guidance cuts and significant financial risks put the share price under pressure,

leading to currently low level

� If the outlined – and in our view not unrealistic – road to profitability materialises, the

undervaluation is dramatic

� Our DCF model leads to a fair value of EUR 2.33 per share

Guidance cuts and significant financial risks put share price under pressure

Current trading sentiment

In its recent history, Fyber’s share price peaked at EUR 3.40 in August 2016, which is

slightly below the share’s all-time high of EUR 3.70 in August 2015. However, since then,

the share price has been in constant decline to the current level of EUR 0.60. In August

2017, the share price hit an all-time low of EUR 0.57.

The latest share price decline was triggered by an ad-hoc release on October 30 2017

lowering the FY 2017 revenue guidance of EUR 280m to EUR 240m and the FY 2018

revenue guidance from EUR 360m to EUR 300m. The guidance for 2017 EBITDA was

also reduced from EUR 7m to EUR 4m but for 2018, the EBITDA guidance of EUR 15m

remained unchanged.

The situation was probably exacerbated by a delay in the release of the FY 2017 annual

report from March 28 to April 16, which could always be an indication of extraordinary

circumstances and not a good sign. These fears were confirmed by the announcement

of an impairment of EUR 80m for Fyber’s RTB segment owing to the deliberate exclusion

of aggregators in favour of direct publisher integration as part of its “Keeping it Clean”

initiative.

The guidance also factors in the effects of this initiative with an outlook for flat top-line

development with gross revenues of EUR 220–240m for 2018, owing to the company’s

ongoing “Keeping it clean” initiative and Google’s ban of charging screen ads, which was

once a popular format especially in China. At EBITDA level, the company is guiding for

EUR 5–8m, which also fell short of expectations.

Additionally, the company’s cash position gives rise to solvency concerns, after it

reported a cash position of EUR 17.6m (vs. EUR 25m in 2016) in the FY 2017 report.

This position was, in part, increased by another loan from Sapinda of EUR 8m with 8%

annual interest. The loan is due at the end of 2019.

Consequently this promising company, which shows high growth potential in an

attractive market, is trading at a very low level. However, as already outlined, competition

is intense and the financial situation distressed, especially in terms of the liquidity and

refinancing risk, which gives rise to serious questions about the company’s future.

Nevertheless, if some appetite for risk is brought to the table, the investment case is

attractive. Furthermore, development has been positive recently. Considering the Q4

2017 adjusted EBITDA result of EUR 2m, there are signs that the company could turn

profitable in 2018 at adjusted EBITDA level. This serves as a good proxy for the

company’s cash flow as well (we include capex of EUR 3m p.a. in our model). Although

we expect adjusted EBITDA to have remained in negative territory in Q1 2018, our

model forecasts a cash position which will be just about sufficient at the end of 2018

provided no extraordinary payments are necessary during the year which would put

Fyber’s liquidity under pressure (e.g. changes in the payment cycle of the company or

unfavourable FX effects).

Below, we show adjusted EBITDA for the last eight quarters, which supports the

company’s road to profitability.

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Adjusted EBITDA of Q1/16 to Q4/17 in EUR m

Source: Warburg Research

DCF valuation

Our DCF-based valuation leads to a fair value of EUR 2.33 per share. This is based

on a detailed planning period from 2018 until 2020, followed by a transitional period until

2030 and a perpetuity term.

Sales: Following our detailed planning phase, in which we are estimating sales CAGR of

13% from 2017 to 2020, we are assuming sales growth to decline towards our long-term

growth rate of 2.0% in perpetuity. The company’s mid-term guidance, given recently, is

targeting gross revenues of EUR 400–450m in 2021. We are taking a conservative

stance here and model revenues at the lower end of the guidance, roughly EUR 375m

for 2021.

Profitability should increase as the platform becomes larger and gross revenues

increase, while the rise in platform costs should be smaller. Margins should benefit from

synergies in S&M and G&A with the integration of recent acquisitions. After the positive

result (EUR 2m) at adjusted EBITDA level in Q4 2017, this indicates a clear trend

towards breakeven on a full year basis. We estimate a positive EBITDA of EUR 2.6m for

2018. However, with interest expenses and D&A, the bottom line break-even will

probably not be reached before 2020.

In our detailed planning phase we are estimating an EBIT margin increase from -4.6% in

2018 to 4.0% in 2020. After that, we are assuming a slightly steeper increase in the EBIT

margin in the mid term, as scalability should increase and a slow, but steady increase

towards our long-term EBIT margin of 13% in perpetuity.

We do not account for a possible dilution, triggered by the convertible bond in our

price target, as our PT is below the current conversion price.

Further model assumptions:

� Working capital should be at moderate level in the mid term, which is basically

driven by the payment cycle, in which advertisers tend to pay for their video

impressions etc. later than publishers are paid by Fyber. This is industry standard

and based on the market power and positioning of the different participating parties,

this is unlikely to change to Fyber’s favour any time soon. We are assuming a

working capital ratio of approximately 1% of gross revenues in our DCF model.

� Capex will be needed for the enhancement of the technology platform as well as

potential server/hosting capacities, which however, might also be included in the

opex. In this regard, the company only gave a rough indication, which prompts our

-1,4

-0,1

-1,6

-0,5

-5

1,2

0,4

2

-6,0

-5,0

-4,0

-3,0

-2,0

-1,0

0,0

1,0

2,0

3,0

Q1/16 Q2/16 Q3/16 Q4/16 Q1/17 Q2/17 Q3/17 Q4/17

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assumption of EUR 3m capex for the next years. However, this is an amount which

will not have a large impact on overall valuation and accounts for roughly 1% of gross

revenues. In the mid and long term we are assuming capex of 0.5% of gross

revenues.

� Our beta is 2.20 and reflects the risks associated with this company. Factors we are

taking into account to derive our beta are financial strength, liquidity of the stock,

cyclicality, and transparency of corporate communication and reporting.

� For now, we are assuming a long-term target debt ratio of 35% and an interest rate of

8%, which leads us to a WACC of 10.8%.

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DCF model

Detailed forecast period Transitional period Term. Value

Figures in EUR m 2018e 2019e 2020e 2021e 2022e 2023e 2024e 2025e 2026e 2027e 2028e 2029e 2030e

Sales 210.0 280.0 330.0 376.2 421.3 463.5 500.6 530.6 551.8 562.8 574.1 585.6 597.3

Sales change -8.6 % 33.3 % 17.9 % 14.0 % 12.0 % 10.0 % 8.0 % 6.0 % 4.0 % 2.0 % 2.0 % 2.0 % 2.0 % 2.0 %

EBIT -9.7 5.6 13.2 22.6 37.9 46.3 55.1 63.7 71.7 73.2 74.6 76.1 77.6

EBIT-margin -4.6 % 2.0 % 4.0 % 6.0 % 9.0 % 10.0 % 11.0 % 12.0 % 13.0 % 13.0 % 13.0 % 13.0 % 13.0 %

Tax rate (EBT) -3.0 % -35.7 % 9.7 % 20.0 % 21.0 % 22.0 % 23.0 % 24.0 % 25.0 % 26.0 % 26.0 % 27.0 % 27.0 %

NOPAT -9.9 7.6 11.9 18.1 30.0 36.2 42.4 48.4 53.8 54.1 55.2 55.6 56.7

Depreciation 12.0 11.0 10.0 9.4 8.4 7.0 5.0 2.7 2.8 2.8 2.9 2.9 3.0

in % of Sales 5.7 % 3.9 % 3.0 % 2.5 % 2.0 % 1.5 % 1.0 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 %

Changes in provisions 0.0 0.0 0.0 -0.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Change in Liquidity from

- Working Capital 3.5 0.6 1.4 4.4 0.5 0.4 0.4 0.3 0.2 0.1 0.1 0.1 0.1

- Capex 3.0 3.0 3.0 3.0 2.5 2.3 2.5 2.7 2.8 2.8 2.9 2.9 3.0

Capex in % of Sales 1.4 % 1.1 % 0.9 % 0.8 % 0.6 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 %

Other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Free Cash Flow (WACC Model)

-4.5 15.0 17.5 19.7 35.4 40.4 44.5 48.1 53.6 54.0 55.1 55.5 56.6 58

PV of FCF -4.2 12.9 13.6 13.8 22.3 23.0 22.9 22.3 22.4 20.4 18.8 17.1 15.7 182 share of PVs 5.51 % 49.31 % 45.18 %

Model parameter Valuation (m)

Derivation of WACC: Derivation of Beta: Present values 2030e 221

Terminal Value 182

Debt ratio 35.00 % Financial Strength 3.00 Financial liabilities 153

Cost of debt (after tax) 5.6 % Liquidity (share) 2.50 Pension liabilities 0

Market return 7.00 % Cyclicality 2.00 Hybrid capital 0

Risk free rate 1.50 % Transparency 2.00 Minority interest 0

Others 1.50 Market val. of investments 0

Liquidity 18 No. of shares (m) 114.5

WACC 10.80 % Beta 2.20 Equity Value 267 Value per share (EUR) 2.33

Sensitivity Value per Share (EUR)

Terminal Growth Delta EBIT-margin

Beta WACC 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % 2.75 % Beta WACC -1.5 pp -1.0 pp -0.5 pp +0.0 pp +0.5 pp +1.0 pp +1.5 pp

2.48 11.8 % 1.80 1.83 1.86 1.89 1.93 1.96 2.00 2.48 11.8 % 1.43 1.59 1.74 1.89 2.05 2.20 2.35

2.34 11.3 % 1.99 2.03 2.06 2.10 2.14 2.18 2.22 2.34 11.3 % 1.62 1.78 1.94 2.10 2.26 2.42 2.58

2.27 11.1 % 2.10 2.13 2.17 2.21 2.25 2.30 2.35 2.27 11.1 % 1.71 1.88 2.05 2.21 2.38 2.54 2.71

2.20 10.8 % 2.20 2.24 2.29 2.33 2.38 2.42 2.48 2.20 10.8 % 1.82 1.99 2.16 2.33 2.50 2.67 2.84

2.13 10.6 % 2.32 2.36 2.41 2.45 2.51 2.56 2.62 2.13 10.6 % 1.93 2.10 2.28 2.45 2.63 2.81 2.98

2.06 10.3 % 2.44 2.49 2.54 2.59 2.64 2.70 2.76 2.06 10.3 % 2.05 2.23 2.41 2.59 2.77 2.95 3.13

1.92 9.8 % 2.70 2.76 2.82 2.88 2.95 3.02 3.09 1.92 9.8 % 2.30 2.50 2.69 2.88 3.07 3.27 3.46

� DCF is based on a detailed planning phase (2018 - 2020), a transitional phase (2020- 2029), and a perpetuity term.

� Further assumptions are a Beta of 2.2, a WACC of 10.8%, and a long-term EBIT margin of 13%.

� Long-term tax rate is assumed to be at 27%

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Segments represent acquisitions but will probably be unified in the future

Company & Products

Segments

Fyber Platform

Fyber Platform consists of the 2014 Fyber GmbH acquisition and the 2016 Heyzap

acquisition. This segment provides supply side platform and mediation services for

mobile publishers, predominantly in the gaming industry, which is also the background of

RNTS Media, the precursor to Fyber.

Fyber RTB

Fyber RTB represents the 2015 Falk Realtime acquisition, which has grown substantially

since then. This segment provides programmatic real time bidding services in the

desktop space with a specific focus on video.

Inneractive

The segment Inneractive represents the 2016 Inneractive acquisition. This segment

provides supply side platform and programmatic services to mobile publishers,

predominantly outside the gaming industry.

Management

Ziv Elul, CEO of Fyber N.V., was cofounder and CEO of Inneractive Ltd. until taking

over the role as CEO for Fyber N.V. in July 2017 after the acquisition and integration of

Inneractive Ltd. in 2016. He has 15 years of industry and management experience and

serves as a Lieutenant Colonel in Israel’s Reserves Corps. Sitting on the management of

Israel’s branch of the Young President’s Organization (YPO), a global network of young

Chief Executives, Ziv is deeply involved in the local high tech and start-up environment.

He holds an Executive MBA from which he graduated with honours.

Dani Sztern, Deputy Chief Executive Officer, was COO of Inneractive Ltd. before

taking the role as Deputy CEO of Fyber N.V. in July 2017. He has more than 20 years of

industry and management experience, as both COO and CFO. He heads the corporate

development and integration process of the acquired assets, overseeing the global

operations and driving growth and optimization of processes across departments and

offices.

Yaron Zaltsman, CFO of Fyber N.V., leads the global finance organisation for Fyber. He

has extensive knowledge of working within public companies worldwide, and specifically

on the Frankfurt Stock Exchange. Before joining Fyber N.V. Yaron Zaltsman’s previous

roles included CFO of ADO Properties responsible for the 2015 IPO on the Frankfurt

Stock Exchange, raising EUR 0.4bn. Additionally, he worked for Deloitte and Arthur

Andersen.

Crid Yu, COO of Fyber N.V., started his career at Google building businesses in China

and Southeast Asia. He played a leading role in developing monetization strategies for

YouTube and launching a new premium ad network. Crid Yu has held several roles in

the start-up world since 2011, among others at Buddy Media (sold to Salesforce), at

InMobi, the largest independent mobile ad network globally, and at Jana Mobile 3x, a

leading mobile marketing platform in the emerging markets.

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Advisory board

Dirk van Daele, Chairman of the supervisory board of Fyber N.V., is the former CEO

(01/2011 – 12/2017) and current chairman of Anoa Capital S.A.. He was part of the

executive committee of the investment holding Sapinda Group on the basis of

commercial agreement (03/2012-01/2017). Mr. Daele still serves as a member of the

executive committee of Sapinda Holdings. Furthermore, he gained extensive work

experience in debt and structured financing mainly in the Asia-Pacific region, and holds a

Masters degree in economics from University of Louvain Belgium.

Guy M. C. Y. DuBois, member of the supervisory board, was CEO of Track Group from

September 2016 to December 2017. Since February 2013 he has been serving as

company’s chairman of the board of directors. Mr. DuBois also serves as a chairman of

Singapore-based Tetra House Pte. Ltd., a provider of consulting and advisory services

worldwide and gained experience in various finance-related management roles. He holds

a degree in financial science and accountancy from the Limburg Business School.

Jens Schumann, member of the supervisory board, serves as deputy chairman of the

supervisory board of Lotto24 AG, as member of the supervisory board of ZEAL Network

SE (former Tipp 24 SE), and was the former CEO of Tipp 24 SE until 2009. Mr.

Schumann has previous experience in business consulting and holds a law degree from

the University of Münster.

Yaron Valler, member of the supervisory board, is a general partner at venture capital

investor Target Global which was a former investor of Fyber and has extensive

experience in venture capital (Hasso Plattner Ventures, Giza Venture Capital).

Previously, Mr. Valler was a co-founder and vice president of Excedo Technologies and

received an MBA from INSEAD Business School.

Karim Sehnaoui, member of the supervisory board, currently serves as General

Manager of the Reference Group SARL, a boutique financial advisory firm based in

Geneva. He is the founder and current Managing Director of Elham Management and

Investment Group, an investment firm founded in 2011 that is dedicated to sustainable

strategic investing, and the founder and current board member of Comptoirs de

Beyrouth. In addition to the interim member position at Fyber’s supervisory board, he sits

on the advisory board of several technology start-ups in the Middle East and North Africa

(MENA) region and holds a Masters in Engineering from McGill University.

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“One” Fyber with one unified technology platform

History

Fyber N.V. developed a next generation platform for programmatic trading of ads, in a

data-driven environment. The global technology company provides an open-access

platform for both digital advertisers and publishers, enabling cross-device advertising

with a global reach of more than 1.2 billion unique monthly active users. With strategic

investments, the company was able to position itself with a focus on advertising

technology as a leading mobile supply-side platform at its core and widen its global

reach, product portfolio (formats) and addressable market (diversification across apps

and publishers).

Important milestones in the development of Fyber N.V. are:

� 2009 Founding of SponsorPay GmbH

� 2010 Founding of RNTS Media N.V.

� 2013 Listing of RNTS Media N.V. on the Euro MTF market of the

Luxembourg stock exchange with a share price of EUR 3.

RNTS Media N.V. acquires Big Star Global Ltd., a Korean-based

developer of digital educational content for children

� 2014 SponsorPay GmbH renamed to Fyber GmbH

RNTS Media N.V. acquires Fyber GmbH strengthening its core

business advertising technology

� 2015 Public listing upgrade from Euro MTF in Luxembourg to Prime

Standard of the Frankfurt stock exchange

RNTS Media N.V. acquires Falk Realtime Ltd., a supplyside ad tech

platform comprising a programmatic ad exchange and ad server

technology, and Heyzap Inc., a mobile B2B supply-side platform,

comprising monetization of advertising inventory.

Placement of EUR 100m convertible bonds (coupon: 5% p.a.;

conversion price: EUR 4.20)

� 2016 Acquisition of Inneractive Ltd., a mobile ad exchange for display, native

and video

Disposal of Big Star Global Ltd.

� 2017 RNTS Media N.V. renamed to Fyber N.V.

Financial investor Sapinda is the main shareholder

Shareholder structure

Sapinda Holding is the main shareholder and also holder of the convertible bond, which

matures in 2020. Sapinda is a financial investor that is specialized in distressed

situations but does not interfere in daily operational business or strategic decisions. The

renegotiated terms of the convertible shows positive collaboration and communication

between themain investors and the company.

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Shareholder structure (as of FY 2017)

Source: Fyber, Warburg Research

Company structure

Fyber is a global company with many subsidiaries in different locations. Below, we

illustrate the Holding structure of Fyber:

Fyber’s company structure

Source: Fyber, Warburg Research

Stichting Horizon One (Sapinda)

38%

Abu Dhabi Securities

18%Altera Absolute Global Master

Fund6%

FIL Limited3%

Freefloat35%

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Glossary – ad tech specific terms

The emergence of ad-tech as a new area of the advertising industry has given rise to

some specialist jargon. Below, we provide a brief explanation of the most important

terms and definitions widely used in the industry.

Advertisers Global Fortune 500 brands like Coca-Cola, e-commerce companies,

retailers like eBay, mobile app and game developers

Ad exchange Platform for selling and buying online advertising inventories,

facilitating the buying process between demand (advertisers, media

agencies, ad networks) and supply (app developer, publishers)

Ad impression Ad request is filled and an ad is delivered to the user, generating an ad

impression.

Ad networks Connects advertisers to websites that wish to host advertisements,

aggregates ad space supply from a variety of similar publishers to

make it more scalable and attractive and match it with advertiser

demand.

Ad request An ad request is made when the publisher sees an opportunity to show

an app user an advertisement. The ad request includes information

about the placement and the user that will see the ad. The developer’s

SSP (supply side platform) then sends this ad request to integrated ad

networks and other demand partners that will then respond with one or

more ads to show. If an ad is shown or “served” afterwards, the ad

request is considered “filled”.

Ad serving Technology used to place ads in apps; Lets publishers sell, manage

and deliver their ad inventory to demand sources.

CPM Cost per mille

CPC Cost per click

CPV Cost per view

DMPs Data management platform: A warehouse used to store and analyse

data generated from ad campaigns, ad impressions etc.; Used by

publishers, ad exchanges, ad networks etc. for the purposes of ad

targeting

Package user data from publishers to make it more attractive (and

accessible) to advertisers at scale and to allow advertisers (typically

through DSPs) to target specific audience segments.

DSPs Demand-side platform: Independent platforms that aggregate demand

from advertisers and allow buyers of digital advertising to manage their

campaigns and run them automatically on multiple ad exchanges

through one interface.

eCPM Effective cost per mille: Amount of revenue a developer receives for

1,000 impressions; calculated based on the amount of ad revenue

divided by the number of impressions times 1,000. The value is used

to compare performance of different ad formats, ad campaigns,

providers etc.

Freemium apps App can be installed and used free of charge, but users are charged

for premium content and additional functionality on a voluntary basis.

Inventory Amount of ad space a publisher has available to sell to an advertiser.

Digital publishers sell inventory according to a variety of criteria,

including per impression (CPMs) or predetermined actions such as

video view (CPV) or clicks (CPC)

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MAU Monthly active user

Media agencies Media agencies purchase media on behalf of advertisers, with the goal

of communicating their messages to the right audiences at the best

possible price.

Mediation Access to a large number of demand sources. An SSP (supply side

platform) mediation platform offers app developers integration,

management and optimization of ad networks.

Programmatic The use of software to buy and sell digital advertising, allowing buyers

and sellers to use complex delivery rules, targeting and optimization

algorithms to serve the right ad for every request.

Publishers Small and large media companies offering internet content, news and

entertainment, app developers of all types including games apps,

communication apps and social communication apps.

RTB Real-time bidding: Subcategory of programmatic buying; Practice of

buying and selling of ad space in real time, on a per-impression basis.

SDK Software development kit: Library of code that can be added to a

software project to make certain functionalities available to the

developer of that software project.

SSPs Supply side platform: Software solution app developers can use to

manage and optimise their monetization strategies. SSPs tap into

many sources of advertising demand and give developers tools to

manage these demand sources centrally and dynamically.

Independent platforms that aggregate inventory from publishers to

expose it to advertisers with the goal of delivering the highest yield to

the publisher.

Trading desks Ad tech platform, geared towards advertisers and agencies, facilitating

the buying of digital advertising, often through programmatic buying

across multiple platforms.

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DCF model

Detailed forecast period Transitional period Term. Value

Figures in EUR m 2018e 2019e 2020e 2021e 2022e 2023e 2024e 2025e 2026e 2027e 2028e 2029e 2030e

Sales 210.0 280.0 330.0 376.2 421.3 463.5 500.6 530.6 551.8 562.8 574.1 585.6 597.3

Sales change -8.6 % 33.3 % 17.9 % 14.0 % 12.0 % 10.0 % 8.0 % 6.0 % 4.0 % 2.0 % 2.0 % 2.0 % 2.0 % 2.0 %

EBIT -9.7 5.6 13.2 22.6 37.9 46.3 55.1 63.7 71.7 73.2 74.6 76.1 77.6

EBIT-margin -4.6 % 2.0 % 4.0 % 6.0 % 9.0 % 10.0 % 11.0 % 12.0 % 13.0 % 13.0 % 13.0 % 13.0 % 13.0 %

Tax rate (EBT) -3.0 % -35.7 % 9.7 % 20.0 % 21.0 % 22.0 % 23.0 % 24.0 % 25.0 % 26.0 % 26.0 % 27.0 % 27.0 %

NOPAT -9.9 7.6 11.9 18.1 30.0 36.2 42.4 48.4 53.8 54.1 55.2 55.6 56.7

Depreciation 12.0 11.0 10.0 9.4 8.4 7.0 5.0 2.7 2.8 2.8 2.9 2.9 3.0

in % of Sales 5.7 % 3.9 % 3.0 % 2.5 % 2.0 % 1.5 % 1.0 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 %

Changes in provisions 0.0 0.0 0.0 -0.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Change in Liquidity from

- Working Capital 3.5 0.6 1.4 4.4 0.5 0.4 0.4 0.3 0.2 0.1 0.1 0.1 0.1

- Capex 3.0 3.0 3.0 3.0 2.5 2.3 2.5 2.7 2.8 2.8 2.9 2.9 3.0

Capex in % of Sales 1.4 % 1.1 % 0.9 % 0.8 % 0.6 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 % 0.5 %

Other 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Free Cash Flow (WACC Model)

-4.5 15.0 17.5 19.7 35.4 40.4 44.5 48.1 53.6 54.0 55.1 55.5 56.6 58

PV of FCF -4.2 12.9 13.6 13.8 22.3 23.0 22.9 22.3 22.4 20.4 18.8 17.1 15.7 182 share of PVs 5.51 % 49.31 % 45.18 %

Model parameter Valuation (m)

Derivation of WACC: Derivation of Beta: Present values 2030e 221

Terminal Value 182

Debt ratio 35.00 % Financial Strength 3.00 Financial liabilities 153

Cost of debt (after tax) 5.6 % Liquidity (share) 2.50 Pension liabilities 0

Market return 7.00 % Cyclicality 2.00 Hybrid capital 0

Risk free rate 1.50 % Transparency 2.00 Minority interest 0

Others 1.50 Market val. of investments 0

Liquidity 18 No. of shares (m) 114.5

WACC 10.80 % Beta 2.20 Equity Value 267 Value per share (EUR) 2.33

Sensitivity Value per Share (EUR)

Terminal Growth Delta EBIT-margin

Beta WACC 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % 2.50 % 2.75 % Beta WACC -1.5 pp -1.0 pp -0.5 pp +0.0 pp +0.5 pp +1.0 pp +1.5 pp

2.48 11.8 % 1.80 1.83 1.86 1.89 1.93 1.96 2.00 2.48 11.8 % 1.43 1.59 1.74 1.89 2.05 2.20 2.35

2.34 11.3 % 1.99 2.03 2.06 2.10 2.14 2.18 2.22 2.34 11.3 % 1.62 1.78 1.94 2.10 2.26 2.42 2.58

2.27 11.1 % 2.10 2.13 2.17 2.21 2.25 2.30 2.35 2.27 11.1 % 1.71 1.88 2.05 2.21 2.38 2.54 2.71

2.20 10.8 % 2.20 2.24 2.29 2.33 2.38 2.42 2.48 2.20 10.8 % 1.82 1.99 2.16 2.33 2.50 2.67 2.84

2.13 10.6 % 2.32 2.36 2.41 2.45 2.51 2.56 2.62 2.13 10.6 % 1.93 2.10 2.28 2.45 2.63 2.81 2.98

2.06 10.3 % 2.44 2.49 2.54 2.59 2.64 2.70 2.76 2.06 10.3 % 2.05 2.23 2.41 2.59 2.77 2.95 3.13

1.92 9.8 % 2.70 2.76 2.82 2.88 2.95 3.02 3.09 1.92 9.8 % 2.30 2.50 2.69 2.88 3.07 3.27 3.46

� DCF is based on a detailed planning phase (2018 - 2020), a transitional phase (2020- 2029), and a perpetuity term.

� Further assumptions are a Beta of 2.2, a WACC of 10.8%, and a long-term EBIT margin of 13%.

� Long-term tax rate is assumed to be at 27%

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Valuation

2016 2017 2018e 2019e 2020e

Price / Book 2.2 x 12.2 x n.a. n.a. n.a. Book value per share ex intangibles -1.19 -1.26 -1.33 -1.28 -1.17

EV / Sales 1.8 x 1.3 x 1.0 x 0.7 x 0.6 x EV / EBITDA n.a. n.a. 91.9 x 12.6 x 8.6 x

EV / EBIT n.a. n.a. n.a. 37.4 x 15.0 x EV / EBIT adj.* n.a. n.a. n.a. 37.4 x 15.0 x

P / FCF n.a. n.a. n.a. 12.6 x 6.2 x P / E n.a. n.a. n.a. n.a. 11.8 x

P / E adj.* n.a. n.a. n.a. n.a. 11.8 x Dividend Yield n.a. n.a. n.a. n.a. n.a.

FCF Potential Yield (on market EV) -0.8 % 1.3 % 0.9 % 7.7 % 11.4 %

*Adjustments made for: -

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Consolidated profit and loss In EUR m 2016 2017 2018e 2019e 2020e

Sales 218.1 229.8 210.0 280.0 330.0

Change Sales yoy 68.9 % 5.4 % -8.6 % 33.3 % 17.9 % COGS 155.7 159.9 143.9 191.8 226.1 Gross profit 62.4 69.9 66.2 88.2 104.0

Gross margin 28.6 % 30.4 % 31.5 % 31.5 % 31.5 %

Research and development 19.8 19.6 18.9 16.8 18.2 Sales and marketing 25.4 24.6 21.0 23.8 24.8

Administration expenses 21.4 15.7 13.7 14.0 14.9 Other operating expenses 0.0 82.7 0.0 0.0 0.0

Other operating income 9.4 2.6 0.0 0.0 0.0 Unfrequent items 0.0 0.0 0.0 0.0 0.0 EBITDA -3.4 -1.2 2.3 16.6 23.2

Margin -1.5 % -0.5 % 1.1 % 5.9 % 7.0 %

Depreciation of fixed assets 0.0 0.0 0.0 0.0 0.0 EBITA -3.4 -1.2 2.3 16.6 23.2

Amortisation of intangible assets 12.0 13.3 12.0 11.0 10.0

Goodwill amortisation 0.0 82.7 0.0 0.0 0.0 EBIT -15.4 -97.2 -9.7 5.6 13.2

Margin -7.0 % -42.3 % -4.6 % 2.0 % 4.0 %

EBIT adj. -15.4 -97.2 -9.7 5.6 13.2

Interest income 0.0 0.0 0.0 0.0 0.0 Interest expenses 14.9 9.9 7.0 7.0 7.0

Other financial income (loss) 0.0 0.0 0.0 0.0 0.0 EBT -30.2 -107.1 -16.7 -1.4 6.2

Margin -13.9 % -46.6 % -7.9 % -0.5 % 1.9 %

Total taxes 3.1 -5.1 0.5 0.5 0.6 Net income from continuing operations -33.3 -102.0 -17.2 -1.9 5.6

Income from discontinued operations (net of tax) 3.4 0.0 0.0 0.0 0.0 Net income before minorities -29.9 -102.0 -17.2 -1.9 5.6

Minority interest 0.0 0.0 0.0 0.0 0.0 Net income -29.9 -102.0 -17.2 -1.9 5.6

Margin -13.7 % -44.4 % -8.2 % -0.7 % 1.7 % Number of shares, average 113.2 112.6 114.5 114.5 114.5 EPS -0.26 -0.91 -0.15 -0.02 0.05

EPS adj. -0.24 -1.01 -0.15 -0.02 0.05

*Adjustments made for:

Guidance: 2018: Gross Revenues of EUR 220m - 240m; EBITDA of EUR 5m - 8m

Financial Ratios 2016 2017 2018e 2019e 2020e

Total Operating Costs / Sales 35.7 % 72.7 % 36.1 % 29.5 % 27.5 % Operating Leverage n.a. 99.2 x 10.4 x n.a. 7.6 x

EBITDA / Interest expenses n.m. n.m. 0.3 x 2.4 x 3.3 x Tax rate (EBT) -10.2 % 4.8 % -3.0 % -35.7 % 9.7 %

Dividend Payout Ratio 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Sales per Employee n.a. n.a. n.a. n.a. n.a.

Sales, EBITDA in EUR m

Source: Warburg Research

Operating Performance in %

Source: Warburg Research

Performance per Share

Source: Warburg Research

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Consolidated balance sheet In EUR m 2016 2017 2018e 2019e 2020e

Assets

Goodwill and other intangible assets 257.0 157.6 148.6 140.6 133.6

thereof other intangible assets 40.0 29.5 20.5 12.5 5.5 thereof Goodwill 217.0 128.1 128.1 128.1 128.1

Property, plant and equipment 1.9 1.1 1.1 1.1 1.1 Financial assets 0.5 1.1 1.1 1.1 1.1

Other long-term assets 0.0 0.0 0.0 0.0 0.0 Fixed assets 259.4 159.8 150.8 142.8 135.8

Inventories 0.3 0.1 0.2 0.3 0.3 Accounts receivable 63.5 42.6 43.2 57.5 67.8

Liquid assets 25.0 17.6 5.9 11.4 22.6 Other short-term assets 17.4 11.2 11.2 11.2 11.2 Current assets 106.2 71.6 60.6 80.5 102.0

Total Assets 365.6 231.4 211.4 223.3 237.8

Liabilities and shareholders' equity

Subscribed capital 11.5 11.5 11.5 11.5 11.5

Capital reserve 201.5 210.0 210.0 210.0 210.0 Retained earnings -96.1 -200.1 -217.2 -219.1 -213.5

Other equity components 3.5 -8.2 -8.2 -8.2 -8.2 Shareholders' equity 120.4 13.2 -3.9 -5.8 -0.2

Minority interest 0.0 0.0 0.0 0.0 0.0 Total equity 120.4 13.2 -3.9 -5.8 -0.2

Provisions 0.4 0.4 0.4 0.4 0.4 thereof provisions for pensions and similar obligations 0.4 0.4 0.4 0.4 0.4

Financial liabilities (total) 147.5 153.1 153.1 153.1 153.1 thereof short-term financial liabilities 1.4 15.0 15.0 15.0 15.0

Accounts payable 78.1 48.9 46.0 59.8 68.7 Other liabilities 19.2 15.8 15.8 15.8 15.8 Liabilities 245.2 218.2 215.3 229.1 238.0

Total liabilities and shareholders' equity 365.6 231.4 211.4 223.3 237.8

Financial Ratios 2016 2017 2018e 2019e 2020e

Efficiency of Capital Employment

Operating Assets Turnover -17.7 x -46.0 x -141.5 x -316.7 x 639.5 x Capital Employed Turnover 0.9 x 1.5 x 1.5 x 2.1 x 2.5 x

ROA -11.5 % -63.8 % -11.4 % -1.3 % 4.1 % Return on Capital

ROCE (NOPAT) n.a. n.a. n.a. 5.4 % 8.9 % ROE -49.7 % -152.6 % -369.5 % 38.9 % -184.5 %

Adj. ROE -45.8 % -170.1 % -369.5 % 38.9 % -184.5 % Balance sheet quality

Net Debt 122.9 135.9 147.6 142.1 130.9 Net Financial Debt 122.5 135.5 147.2 141.7 130.5

Net Gearing 102.1 % 1027.7 % -3749.4 % -2434.5 % -55456.4 % Net Fin. Debt / EBITDA n.a. n.a. 6291.5 % 853.7 % 562.6 %

Book Value / Share 1.1 0.1 0.0 -0.1 0.0 Book value per share ex intangibles -1.2 -1.3 -1.3 -1.3 -1.2

ROCE Development

Source: Warburg Research

Net debt in EUR m

Source: Warburg Research

Book Value per Share in EUR

Source: Warburg Research

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Consolidated cash flow statement In EUR m 2016 2017 2018e 2019e 2020e

Net income -29.9 -102.0 -17.2 -1.9 5.6 Depreciation of fixed assets 0.0 0.0 0.0 0.0 0.0

Amortisation of goodwill 0.0 82.7 0.0 0.0 0.0 Amortisation of intangible assets 12.0 13.3 12.0 11.0 10.0

Increase/decrease in long-term provisions 0.0 -0.1 0.0 0.0 0.0 Other non-cash income and expenses 0.0 0.0 0.0 0.0 0.0 Cash Flow before NWC change -17.9 -6.1 -5.2 9.1 15.6

Increase / decrease in inventory 0.0 0.1 -0.1 -0.1 0.0

Increase / decrease in accounts receivable 0.0 20.9 -0.6 -14.3 -10.3 Increase / decrease in accounts payable 0.0 -29.2 -2.9 13.8 8.9

Increase / decrease in other working capital positions 0.0 0.0 0.0 0.0 0.0 Increase / decrease in working capital (total) 0.0 -8.1 -3.5 -0.6 -1.4 Net cash provided by operating activities [1] -17.9 -14.2 -8.7 8.5 14.2

Investments in intangible assets 0.0 0.0 -3.0 -3.0 -3.0

Investments in property, plant and equipment 0.0 0.0 0.0 0.0 0.0 Payments for acquisitions 0.0 0.0 0.0 0.0 0.0

Financial investments 0.0 0.0 0.0 0.0 0.0 Income from asset disposals 0.0 0.0 0.0 0.0 0.0 Net cash provided by investing activities [2] 0.0 0.0 -3.0 -3.0 -3.0

Change in financial liabilities 0.0 5.6 0.0 0.0 0.0 Dividends paid 0.0 0.0 0.0 0.0 0.0

Purchase of own shares 0.0 0.0 0.0 0.0 0.0 Capital measures 0.0 0.0 0.0 0.0 0.0

Other 0.0 0.0 0.0 0.0 0.0 Net cash provided by financing activities [3] 0.0 5.6 0.0 0.0 0.0

Change in liquid funds [1]+[2]+[3] -17.9 -8.6 -11.7 5.5 11.2

Effects of exchange-rate changes on cash 0.0 0.0 0.0 0.0 0.0 Cash and cash equivalent at end of period -17.9 16.4 5.9 11.4 22.6

Financial Ratios 2016 2017 2018e 2019e 2020e

Cash Flow

FCF -17.9 -14.2 -11.7 5.5 11.2 Free Cash Flow / Sales -8.2 % -6.2 % -5.6 % 2.0 % 3.4 %

Free Cash Flow Potential -3.1 3.9 1.8 16.1 22.6 Free Cash Flow / Net Profit 59.9 % 14.0 % 68.0 % -289.5 % 200.0 %

Interest Received / Avg. Cash 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Interest Paid / Avg. Debt 20.1 % 6.6 % 4.6 % 4.6 % 4.6 % Management of Funds

Investment ratio 0.0 % 0.0 % 1.4 % 1.1 % 0.9 %

Maint. Capex / Sales 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Capex / Dep 0.0 % 0.0 % 25.0 % 27.3 % 30.0 %

Avg. Working Capital / Sales -3.3 % -4.4 % -2.1 % -0.8 % -0.4 % Trade Debtors / Trade Creditors 81.4 % 87.2 % 93.9 % 96.2 % 98.7 %

Inventory Turnover 574.5 x 1249.5 x 719.3 x 639.3 x 753.5 x Receivables collection period (days) 106 68 75 75 75

Payables payment period (days) 183 112 117 114 111 Cash conversion cycle (Days) -182 -111 -116 -113 -110

CAPEX and Cash Flow in EUR m

Source: Warburg Research

Free Cash Flow Generation

Source: Warburg Research

Working Capital

Source: Warburg Research

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This work including all its parts is protected by copyright. Any use beyond the limits provided by copyright law without permission is prohibited and

punishable. This applies, in particular, to reproductions, translations, microfilming, and storage and processing on electronic media of the entire content

or parts thereof.

DISCLOSURE ACCORDING TO §85 OF THE GERMAN SECURITIES TRADING ACT (WHPG), MAR AND MIFID II INCL. COMMISSION DELEGATED REGULATION (EU) 2016/958 AND (EU) 2017/565

The valuation underlying the investment recommendation for the company analysed here is based on generally accepted and widely used methods of

fundamental analysis, such as e.g. DCF Model, Free Cash Flow Potential, Peer Group Comparison or Sum of the Parts Model (see also

http://www.mmwarburg.de/disclaimer/disclaimer.htm#Valuation). The result of this fundamental valuation is modified to take into consideration the

analyst’s assessment as regards the expected development of investor sentiment and its impact on the share price.

Independent of the applied valuation methods, there is the risk that the price target will not be met, for instance because of unforeseen changes in

demand for the company’s products, changes in management, technology, economic development, interest rate development, operating and/or

material costs, competitive pressure, supervisory law, exchange rate, tax rate etc. For investments in foreign markets and instruments there are further

risks, generally based on exchange rate changes or changes in political and social conditions.

This commentary reflects the opinion of the relevant author at the point in time of its compilation. A change in the fundamental factors underlying the

valuation can mean that the valuation is subsequently no longer accurate. Whether, or in what time frame, an update of this commentary follows is not

determined in advance.

Additional internal and organisational arrangements to prevent or to deal with conflicts of interest have been implemented. Among these are the spatial

separation of Warburg Research GmbH from M.M.Warburg & CO (AG & Co.) KGaA and the creation of areas of confidentiality. This prevents the

exchange of information, which could form the basis of conflicts of interest for Warburg Research in terms of the analysed issuers or their financial

instruments.

The analysts of Warburg Research GmbH do not receive a gratuity – directly or indirectly – from the investment banking activities of M.M.Warburg &

CO (AG & Co.) KGaA or of any company within the Warburg-Group.

All prices of financial instruments given in this investment recommendation are the closing prices on the last stock-market trading day before the

publication date stated, unless another point in time is explicitly stated.

M.M.Warburg & CO (AG & Co.) KGaA and Warburg Research GmbH are subject to the supervision of the Federal Financial Supervisory Authority,

BaFin. M.M.Warburg & CO (AG & Co.) KGaA is additionally subject to the supervision of the European Central Bank (ECB).

SOURCES

All data and consensus estimates have been obtained from FactSet except where stated otherwise.

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Additional information for clients in the United States

1. This research report (the “Report”) is a product of Warburg Research GmbH, Germany, a fully owned subsidiary of M.M.Warburg & CO (AG & Co.)

KGaA, Germany (in the following collectively “Warburg”). Warburg is the employer of the research analyst(s), who have prepared the Report. The

research analyst(s) reside outside the United States and are not associated persons of any U.S. regulated broker-dealer and therefore are not subject

to the supervision of any U.S. regulated broker-dealer.

2. The Report is provided in the United States for distribution solely to "major U.S. institutional investors" under Rule 15a-6 of the U.S. Securities

Exchange Act of 1934.

3. Any recipient of the Report should effect transactions in the securities discussed in the Report only through J.P.P. Euro-Securities, Inc., Delaware.

4. J.P.P. Euro-Securities, Inc. does not accept or receive any compensation of any kind for the dissemination of the research reports from Warburg.

Reference in accordance with section 85 of the German Securities Trading Act (WpHG) and Art. 20 MAR regarding possible conflicts of interest with companies analysed:

-1- Warburg Research, or an affiliated company, or an employee of one of these companies responsible for the compilation of the research, hold

a share of more than 5% of the equity capital of the analysed company.

-2-

Warburg Research, or an affiliated company, within the last twelve months participated in the management of a consortium for an issue in

the course of a public offering of such financial instruments, which are, or the issuer of which is, the subject of the investment

recommendation.

-3- Companies affiliated with Warburg Research manage financial instruments, which are, or the issuers of which are, subject of the

investment recommendation, in a market based on the provision of buy or sell contracts.

-4-

MMWB, Warburg Research, or an affiliated company, reached an agreement with the issuer to provide investment banking and/or

investment services and the relevant agreement was in force in the last 12 months or there arose for this period, based on the relevant

agreement, the obligation to provide or to receive a service or compensation - provided that this disclosure does not result in the disclosure of

confidential business information.

-5- The company compiling the analysis or an affiliated company had reached an agreement on the compilation of the investment

recommendation with the analysed company.

-6- Companies affiliated with Warburg Research regularly trade financial instruments of the analysed company or derivatives of these.

-6a- Warburg Research, or an affiliated company, holds a net long position of more than 0.5% of the total issued share capital of the analysed

company.

-6b- Warburg Research, or an affiliated company, holds a net short position of more than 0.5% of the total issued share capital of the analysed

company.

-6c- The issuer holds shares of more than 5% of the total issued capital of Warburg Research or an affiliated company.

-7- The company preparing the analysis as well as its affiliated companies and employees have other important interests in relation to the

analysed company, such as, for example, the exercising of mandates at analysed companies.

This report has been made accessible to the company analysed and was modified thereafter.

Company Disclosure Link to the historical price targets and rating changes (last 12 months)

Fyber 5 http://www.mmwarburg.com/disclaimer/disclaimer_en/NL0012377394.htm

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INVESTMENT RECOMMENDATION

Investment recommendation: expected direction of the share price development of the financial instrument up to the given price target in the opinion of

the analyst who covers this financial instrument.

-B- Buy: The price of the analysed financial instrument is expected to rise over the next 12 months.

-H- Hold: The price of the analysed financial instrument is expected to remain mostly flat over the next 12

months.

-S- Sell: The price of the analysed financial instrument is expected to fall over the next 12 months.

“-“ Rating suspended: The available information currently does not permit an evaluation of the company.

WARBURG RESEARCH GMBH – ANALYSED RESEARCH UNIVERSE BY RATING

Rating Number of stocks % of Universe

Buy 113 55

Hold 88 43

Sell 5 2

Rating suspended 0 0

Total 206 100

WARBURG RESEARCH GMBH – ANALYSED RESEARCH UNIVERSE BY RATING I

I taking into account only those companies which were provided with major investment services in the last twelve months.

Rating Number of stocks % of Universe

Buy 33 75

Hold 11 25

Sell 0 0

Rating suspended 0 0

Total 44 100

PRICE AND RATING HISTORY FYBER AS OF 23.05.2018

Markings in the chart show rating changes by Warburg Research

GmbH in the last 12 months. Every marking details the date and

closing price on the day of the rating change.

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EQUITIES Roland Rapelius +49 40 3282-2673 Head of Equities [email protected] RESEARCH Michael Heider +49 40 309537-280 Jochen Reichert +49 40 309537-130 Head of Research [email protected] Telco, Internet, Media [email protected]

Henner Rüschmeier +49 40 309537-270 J. Moritz Rieser +49 40 309537-260 Head of Research [email protected] Real Estate [email protected]

Lucas Boventer +49 40 309537-290 Arash Roshan Zamir +49 40 309537-155 Renewables, Internet, Media [email protected] Cap. Goods, Renewables [email protected]

Christian Cohrs +49 40 309537-175 Malte Schaumann +49 40 309537-170 Engineering, Logistics [email protected] Technology [email protected]

Felix Ellmann +49 40 309537-120 Patrick Schmidt +49 40 309537-125 Software, IT [email protected] Leisure, Internet [email protected]

Jörg Philipp Frey +49 40 309537-258 Oliver Schwarz +49 40 309537-250 Retail, Consumer Goods [email protected] Chemicals, Agriculture [email protected]

Marius Fuhrberg +49 40 309537-185 Marc-René Tonn +49 40 309537-259 Small Cap Research [email protected] Automobiles, Car Suppliers [email protected]

Ulrich Huwald +49 40 309537-255 Björn Voss +49 40 309537-254 Health Care, Pharma [email protected] Steel, Car Suppliers [email protected]

Thilo Kleibauer +49 40 309537-257 Alexander Wahl +49 40 309537-230 Retail, Consumer Goods [email protected] Car Suppliers, Construction [email protected]

Eggert Kuls +49 40 309537-256 Andreas Wolf +49 40 309537-140 Engineering [email protected] Software, IT [email protected]

Andreas Pläsier +49 40 309537-246 Banks, Financial Services [email protected] INSTITUTIONAL EQUITY SALES Holger Nass +49 40 3282-2669 Michael Kriszun +49 40 3282-2695 Head of Equity Sales, USA [email protected] United Kingdom [email protected]

Klaus Schilling +49 40 3282-2664 Marc Niemann +49 40 3282-2660 Dep. Head of Equity Sales, GER [email protected] Germany [email protected]

Tim Beckmann +49 40 3282-2665 Sanjay Oberoi +49 69 5050-7410 United Kingdom [email protected] United Kingdom [email protected]

Lyubka Bogdanova +49 69 5050-7411 Simon Pallhuber +49 69 5050-7414 United Kingdom, Australia [email protected] Switzerland, France [email protected]

Jens Buchmüller +49 69 5050-7415 Scandinavia, Austria [email protected]

Paul Dontenwill +49 40 3282-2666 Angelika Flegler +49 69 5050-7417 USA, Poland, The Netherlands [email protected] Roadshow/Marketing [email protected] Matthias Fritsch +49 40 3282-2696 Juliane Willenbruch +49 40 3282-2694 United Kingdom [email protected] Roadshow/Marketing [email protected] SALES TRADING Oliver Merckel +49 40 3282-2634 Bastian Quast +49 40 3282-2701 Head of Sales Trading [email protected] Sales Trading [email protected] Elyaz Dust +49 40 3282-2702 Jörg Treptow +49 40 3282-2658 Sales Trading [email protected] Sales Trading [email protected] Michael Ilgenstein +49 40 3282-2700 Jan Walter +49 40 3282-2662 Sales Trading [email protected] Sales Trading [email protected] MACRO RESEARCH Carsten Klude +49 40 3282-2572 Dr. Christian Jasperneite +49 40 3282-2439 Macro Research [email protected] Investment Strategy [email protected] Our research can be found under: Warburg Research http://research.mmwarburg.com/en/index.html Thomson Reuters www.thomsonreuters.com Bloomberg MMWA GO Capital IQ www.capitaliq.com FactSet www.factset.com For access please contact:

Andrea Schaper +49 40 3282-2632 Kerstin Muthig +49 40 3282-2703 Sales Assistance [email protected] Sales Assistance [email protected]