Speaker: Marc Landsberg CEO, MRM WORLDWIDE

1. 1 M&A: A View from the other side SIGNAL 20 September, 2011

2. topics IDebunking Some Myths IIObservations: Strategic vs. Financial Services vs. Software/Product IIIHow We Think About Acquisitions IVA Word From our Sponsor 2

3. First, Let’s DeBunk a Few Myths MYTH: There are plenty of “Strategic” deals which disregard financials REALITY: There is no such thing as a “Strategic” deal MYTH: Deals tend to be cookie-cutter REALITY: In fact, Holding Companies are getting more and more creative MYTH: Agencies and Holding Companies move slowly REALITY: true enough, but today, they are working much more quickly, putting IOI/LOIs on the table quickly to lock out others MYTH: Agencies and Holding Companies won’t pay software multiples REALITY: True enough, as a general rule. BUT – if we want an asset badly enough, the pricing can get very aggressive

4. Strategic vs. Financial Acquisition – My Observations Remember the 80/20 Rule - 80% non-financial metrics: Culture Leadership Approach to Human Capital Innovation Strategic Accretion is tantamount to a deal getting done Additive Services: drive geometric growth not possible stand-alone New Processes, IT, Talent, Capabilities, etc There is no Tomorrow There is no portfolio mentality – every deal must stand on its own merits Agencies are not financial investors looking for exits So, done is done

5. Straight from the front “Our crew only works with the coolest clients. We pick and choose. Nike, Apple, Adidas…” “We have to maintain our brand. It’s the most important thing to us.” “Once we do the deal, we’d really prefer to be left alone.”

6. Services-based business: what we buy We Buy People We Buy Cash Flow (which includes Clients) We Buy Geography We Buy Capabilities We Buy Magic And Where Possible…We Buy Scale

7. Questions we ask ourselves about targets 1. 1. How does this satisfy Growthobjectives? 2. What immediate Clientneeds does this satisfy? 3. Is the business: In growth mode? In high demand? Difficult to replace? 4 . What’s the Competitive Differentiation? 5. What is the Integration/go-to-market model?

8. And Now…A Few Words From Our Sponsor 8

9. Our goal, our ambition Our Goal: Drive explosive growth by ensuring that we transform brands and businesses with world-class capabilities in the most relevant domains of marketing services Our Ambition: To be the best acquirer in the marketing services industry To ensure differentiated growth for MWG, leveraging our assets in the most compelling way possible by aligning all resource allocation decisions, globally, against opportunities of greatest value 9

11. Example: Books of business10

13. Domains of differentiation and growth11

14. Reaching me Marc.Landsberg@mrmworldwide.com @marclandsberg Marclandsberg@gmail.com

15. Thank you 13