Reworld Media : S.A. announces a recommended public cash offer to the shareholders in Tradedoubler Aktiebolag

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Brazil, Hong Kong, Japan, Canada, New Zealand, Republic of Korea, Singapore, South Africa, Taiwan, the United Arab Emirates, the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

PRESS RELEASE, 8 November 2018

Reworld Media S.A. announces a recommended public cash offer to the shareholders in Tradedoubler Aktiebolag

Reworld Media S.A., a French limited liability company, ("Reworld") today announces a recommended public cash offer to the shareholders of Tradedoubler Aktiebolag (publ) ("Tradedoubler" or the "Company") to tender all their shares in Tradedoubler to Reworld (the "Offer"). Tradedoubler's shares are listed on Nasdaq Stockholm, Small Cap.

The Offer in brief

• • Reworld offers SEK 3.17 in cash for each share in Tradedoubler (the "Offer Price").1 The total value of the Offer amounts to approximately SEK 142 million ("MSEK") which corresponds to approximately EUR 13.8 million ("MEUR").2

• • The Offer represents:

  • - a discount of 27.6 per cent compared to the closing price of SEK 4.38 on Nasdaq Stockholm on 7 November 2018, being the last trading day prior to the announcement of the Offer;

  • - a discount of 10.2 per cent compared to the volume-weighted average price of SEK 3.53 on Nasdaq Stockholm, during the last 60 trading days up to and including 7 November 2018, being the last trading day prior to the announcement of the Offer; and

  • - a premium of 6.0 per cent compared to the volume-weighted average price of SEK 2.99 on Nasdaq Stockholm, during the last 12 months up to and including 7 November 2018, being the last trading day prior to announcement of the Offer.

1 If Tradedoubler pays dividends or makes any other value transfers to shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer price will be reduced accordingly.

2 Based on 44,866,976 shares, which is the total number of issued shares in Tradedoubler, 45,927,449 shares, minus the 1,060,473 own shares that the Company holds in treasury. The total Offer value of MEUR 13.8 is based on the exchange rate (as published by Riksbanken (Sweden's central bank) on 7 November 2018 of SEK 10.3298 per euro.

• • Tradedoubler's independent bid committee3 has unanimously decided to recommend the shareholders in the Company to accept the Offer. The Independent Bid Committee has obtained a valuation opinion (a so-called fairness opinion) from Stockholm Corporate Finance, according to which, based on the assumptions and reservations stated in the opinion, the Offer is fair to the Tradedoubler shareholders from a financial perspective.

• • Reworld is the Company's largest shareholder, holding approximately 29.95 per cent of the shares and votes in the Company.

• • The completion of the Offer is not subject to any financing condition or any other condition. Reworld offers SEK 3.17 in cash for each share in Tradedoubler, and since Reworld as per the date of this announcement owns 13,756,554 shares in Tradedoubler, a maximum of 32,170,895 shares might be acquired by Reworld within the Offer. The total value of these 32,170,895 shares amounts to approximately MSEK 102. The Offer is financed partly by Reworld's already available resources at hand, MSEK 61, partly by a credit line from Reworld's financing bank BNP Paribas, MSEK 41. The bank has not set up any conditions for a drawdown of a loan under the credit line.

• • The acceptance period for the Offer is expected to commence on or around 13 November 2018 and expire on or around 11 December 2018. Settlement is expected to take place on or around 17 December 2018.

Background and reasons for the Offer

Reworld has activities in two segments: Media branding and performance marketing.

Tradedoubler is a performance marketing provider. Tradedoubler has extended its activities beyond the affiliate marketing on which it was built, encompassing other performance tools designed to drive the advertisers' ROI (return on investment), such as cookieless tracking.

Reworld first invested in Tradedoubler in March 2015, buying a 19.1 per cent stake in an off-market transaction. The rationale for this first investment was based around the opportunity to develop the common ground between Reworld and Tradedoubler, focused on:

• • a premium network for performance marketing;

• • strong expertise in brand content management and in data management technologies; and

3 The chairman of the Company's Board of Directors, Pascal Chevalier, is the CEO as well as the chairman of the Board of Directors of Reworld. Gautier Normand, who is member of the Board of Directors in Tradedoubler, is also Reworld's deputy CEO and Jérémy Parola, also member of the Board of Directors in Tradedoubler, is Reworld's digital operations manager. Hence, Pascal Chevalier, Gautier Normand and Jérémy Parola are disqualified from the Board of Directors of Tradedoubler in dealing with issues related to the Offer. As a result of the above, the Board of Directors of the Company is not quorate in matters related to the Offer. The Board of Directors in the Company has therefore set up an independent bid committee (the "Independent Bid Committee"), consisting of the remaining independent board members Erik Siekmann and Nils Carlsson, to decide on matters concerning the Offer which the Board of Directors had otherwise decided on.

• • a team of experts in Europe and Asia.

In January 2016, Reworld purchased a further 10.8 per cent of Tradedoubler's equity. Ever since, Reworld's total shareholding amounts to 13 756 554 shares, equivalent to 29.95 per cent of Tradedoubler's shares. Reworld subsequently took management control, with the results consolidated from 1 March 2016.

Being the largest shareholder and already having a close cooperation with Tradedoubler, Reworld is well familiar with Tradedoubler's business.

Tradedoubler has a large geographic reach and strong relationships with around 180,000 publishers and over 2,000 clients. Reworld predicts great opportunities to develop its model through expansion into more territories, adding advertisers and brands. Tradedoubler has an important role to play in this development and therefore, an add-on acquisition of shares in Tradedoubler represents an attractive opportunity for Reworld given potential financing and market synergies. A further acquisition of shares in Tradedoubler is an opportunity for Reworld to gain more control of the performance marketing segment, controlled by Tradedoubler today, and thereby strengthen its position as a world leading digital media group. Reworld believes that both companies could profit from Reworld having a larger shareholding in Tradedoubler.

Reworld values the competence of Tradedoubler's management and employees, and intends to continue to safe-guard the excellent relationship that Tradedoubler has to its employees. Reworld has, through its current position as the largest shareholder in the Company, and ever since Reworld took management control of Tradedoubler, worked for making the management, organisation and operations of Company as effective and beneficial as possible. Tradedoubler's business model and overall strategy have been developed in line with, and become an integrated part of, Reworld's strategy and business. Consequently, it is Reworld's intention that Tradedoubler's business shall continue in accordance with current strategies and current business model.

Hence, with Reworld's knowledge of Tradedoubler and in light of the current market conditions, Reworld does not intend to, as a result of the implementation of the Offer, make any changes for management and employees (including terms of employment) or for the employment and operations on the locations where Tradedoubler conducts business. Neither Reworld's business nor its management nor its employees will be affected by the Offer, since Reworld has no intention to conduct any changes regarding its management or its employees.

The Offer

Reworld offers SEK 3.17 in cash for each share4 in Tradedoubler. If Tradedoubler pays dividends or makes any other value transfers to shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer price will be reduced accordingly. The total value of the Offer amounts to approximately MSEK 142.5 No commission will

4 According to Tradedoubler's Articles of Association, the Company has the possibility to issue two classes of shares, ordinary shares and Class C shares. Currently, there are only ordinary shares issued. Hence, in this Offer ''share'' only refers to ordinary shares.

5 The total Offer value is based on 44,866,976 shares, which is the total number of issued shares in Tradedoubler, 45,927,449 shares, minus the 1,060,473 own shares that the Company holds in treasury. The total Offer value of MEUR 13.8 is based on the exchange rate (as published by Riksbanken (Sweden's central bank) on 7 November 2018 of SEK 10.3298 per euro.

be charged in respect of the settlement of the Tradedoubler shares tendered to Reworld under the Offer.

The Offer represents:

• - a discount of 27.6 per cent compared to the closing price of SEK 4.38 on Nasdaq Stockholm on 7 November 2018, being the last trading day prior to the announcement of the Offer;

• - a discount of 10.2 per cent compared to the volume-weighted average price of SEK 3.53 on Nasdaq Stockholm, during the last 60 trading days up to and including 7 November 2018, being the last trading day prior to the announcement of the Offer; and

• - a premium of 6.0 per cent compared to the volume-weighted average price of SEK 2.99 on Nasdaq Stockholm, during the last 12 months up to and including 7 November 2018, being the last trading day prior to announcement of the Offer.

The acceptance period for the Offer is expected to commence on or around 13 November 2018 and expire on or around 11 December 2018. Settlement is expected to take place on or around 17 December 2018.

Financing of the Offer

The Offer is not subject to any financing condition. Reworld offers SEK 3.17 in cash for each share in Tradedoubler, and since Reworld as per the date of this announcement owns 13,756,554 shares in Tradedoubler, a maximum of 32,170,895 shares might be acquired by Reworld within the Offer. The total value of these 32,170,895 shares amounts to approximately MSEK 102. The Offer is financed partly by Reworld's already available

resources at hand, MSEK 61, partly by a credit line from Reworld's financing bank BNP Paribas, MSEK 41. The bank has not set up any conditions for a drawdown of a loan under the credit line.

Conditions to completion of the Offer

The completion of the Offer is not subject to any conditions.

Reworld's ownership in Tradedoubler

Reworld owns 13,756,554 shares in Tradedoubler at the time of this announcement, corresponding to 29.95 percent of the share capital and votes in Tradedoubler.

Apart from above, neither Reworld nor any party closely related to Reworld own any shares in Tradedoubler or other financial instruments that gives a financial exposure equivalent to shareholding in Tradedoubler at the time of the announcement of this

Offer.

Neither Reworld nor any party closely related to Reworld has acquired or agreed to acquire any shares in Tradedoubler or any financial instruments that give a financial exposure equivalent to shareholding in Tradedoubler during the six months immediately preceding the announcement of the Offer.

Reworld may acquire, or enter into arrangements to acquire, shares in Tradedoubler outside the Offer. Any purchases made or arranged will be in accordance with Swedish law and Nasdaq Stockholm's Takeover Rules (the "Takeover Rules") and will be disclosed in accordance with applicable rules.

Directors of Tradedoubler submitting or participating in the Offer and conflicts of interest

Reworld is the largest shareholder in Tradedoubler. The chairman of the Company's Board of Directors, Pascal Chevalier, is the CEO, as well as the chairman of the Board of Directors, of Reworld. Gautier Normand, who is member of the Board of Directors in Tradedoubler, is also Reworld's deputy CEO and Jérémy Parola, also member of the Board of Directors in Tradedoubler, is Reworld's digital operations manager. Hence, Pascal Chevalier, Gautier Normand and Jérémy Parola hold positions with Reworld which enables them to influence the terms and conditions of the Offer.

As a result of the above, the Offer is governed by the rules in Chapter III of the Takeover Rules, according to which Tradedoubler is obliged to obtain and publish a valuation opinion of the Offer from an independent expert and the acceptance period must be no less than four weeks.

Another consequence of the above is that Pascal Chevalier, Gautier Normand and Jérémy Parola are disqualified from the Board of Directors of Tradedoubler in dealing with issues related to the Offer due to conflict of interest. As a result, the Board of Directors of the Company is not quorate in matters related to the Offer. The Board of Directors has therefore set up the Independent Bid Committee, consisting of the remaining independent board members Erik Siekmann and Nils Carlsson, to decide on matters concerning the Offer which the Board of Directors had otherwise decided on.

Recommendation by the Independent Bid Committee and fairness opinion

According to Rule II.19 of the Takeover Rules, the independent board members are entitled, but not obliged, to announce their opinion regarding the Offer. The Independent Bid Committee has unanimously decided to recommend the shareholders in the Company to accept the Offer. The Independent Bid Committee has obtained a fairness opinion from Stockholm Corporate Finance AB, according to which, based on the assumptions and reservations stated in the opinion, the Offer is fair to the Tradedoubler shareholders from a financial perspective. The recommendation from the Independent Bid Committee together with the fairness opinion from Stockholm Corporate Finance AB will be published in a separate press release from Tradedoubler later today.

Brief description of Reworld

Reworld Media S.A is a French limited liability company incorporated under the laws of the France, having its registered business address in Boulogne Billancourt, France, and is registered under registration number B 439 546 011. Reworld's head office is situated at 8, Rue Barthélémy Danjou, 92100 Boulogne Billancourt, France.

Reworld is a digital media business and has activities in two segments: Media branding and performance marketing. The revenue for both these segments is derived from advertisers (or agencies), with the focus on digital delivery.