AIM Rule 26

Description of Business

Mood Media Corporation
Mood Media is a leading in-store media specialist and uses a mix of music, visual and scent media to help clients communicate with consumers with a view to driving incremental sales at the point-of-purchase. Mood Media works with more than 800 retail chains across over 40 countries throughout North America, Europe, Asia and Australia.

The Directors believe that Mood Media’s services can have a direct impact on consumer purchasing decisions which makes in-store media an effective marketing tool. The Directors believe that in-store media services can enhance branding in real-time and influence shopper decisions by improving the shopping experience for consumers. The business generates revenue via sales of its multi-sensory services to businesses. Mood Media has also compiled an extensive rights-included music library with over 1.8 million tracks.

The Company listed on the Toronto Stock Exchange on 19 June 2008, changing its name from Fluid Music Canada, Inc. to Mood Media Corporation following the acquisition of Mood Media Group S.A. in June 2010.

Notifications

Recent releases

AIM pre-admission annoucement

Convertible Debentures

Mood Media files updated CEO and CFO certificates

Admission Document and Circulars

Mood Media Corporation Admission to trading on AIM.
Mood Circular – Management Information Circular

Financial Statements

Interim financial statements: September 2012 (pdf)
Interim financial statements: June 2012 (pdf)
Interim financial statements: March 2012 (pdf)

Annual audited accounts: December 2012 (pdf)
Restated financial statements: 2011 (pdf)
Annual audited accounts: December 2011 (pdf)
Annual audited accounts: December 2010 (pdf)
Annual audited accounts: December 2009 (pdf)
Annual audited accounts: December 2008 (pdf)

Advisors

Nominated Advisor and Broker

Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF

Company Lawyers

As to Canadian Law:
Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON
Canada M5L 1B9

As to English Law:
Bird & Bird LLP
15 Fetter Lane
London
EC4A 1JP

Auditors

Canada
Ernst & Young LLP(Canada)
Ernst & Young Tower
222 Bay Street
Toronto, ON
M5K 1J7

Reporting Accountants

England
Ernst & Young LLP(UK)
1 More London Place
London
SE1 2AF

Joint Broker

Mirabaud Securities LLP
33 Grosvenor Place
London
SW1X 7HY

Registrars

Computershare Investor Services Inc
100 University Avenue
9th Floor
Toronto, Ontario
M5J 2 Y1
Canada

Depositary

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ

Directors, Board Members and Board Committees

All Directors are Members of the Board

Lorne Abony (age 42) – Chief Executive Officer and Chairman

Lorne Abony is the Chief Executive Officer and President of Mood Media Corporation.

Mr. Abony co-founded FUN Technologies in 2002 which grew to become the world’s largest provider of online casual games and fantasy sports with over 35 million registered customers. In March 2006, FUN Technologies was acquired by Liberty Media Corp in a deal valuing the
company at circa US$484million.

Prior to founding FUN Technologies, Mr. Abony was the co-founder and former President of Petopia.com. Petopia was an online pet food and supply destination that was sold to Petco, the world’s largest pet products retailer in 2000.

Mr. Abony previously practised corporate and securities law at a major Toronto law firm. He holds an M.B.A. from Columbia Business School, an LL.B/J.D. from the International Law Center at the University of Windsor and a B.A. from McGill University. Mr. Abony is an Ambassador for the Province of New Brunswick and also served on the board of directors of both Jump TV and CinemaNow.

James Lanthier (age 37) – Chief Operating Officer

James Lanthier is Chief Operating Officer for Mood Media Corporation.

Mr Lanthier has well-built financial and operational expertise and has worked with Mr. Abony at Fluid Music and FUN technologies. James Lanthier was a member of the founding management team of FUN Technologies Inc, where he held a number of senior officer positions, including Chief Financial Officer and Chief Operating Officer, and played a principal role in FUN Technologies’ M&A activities, operations, and ultimate sale to Liberty Media.

Philippe von Stauffenberg (age 47) – Vice Chairman (Non-Executive)

Mr. von Stauffenberg joined Mood in 2007, as a non-executive director, prior to its acquisition by the Group in June 2010 and was appointed as a Director, the Company in July 2010.

Mr. von Stauffenberg is a founding partner of Solidus Partners, a private investment vehicle that invests in underperforming businesses and buy and build situations. Most recently, he built Mood Media through the acquisition of the three leading in-store media companies in Europe and ran the company as Executive Chairman during its integration and restructuring phase.

Previously, he acquired a significant stake in Klassik Radio, a company he helped develop and float on the German stock exchange where he is now chairman. Before that, he spent five years at Hicks Muse Tate & Furst (“HMTF”), where he led the investments in Temic/Microtune (Germany), Media Capital (Portugal) and EurotaxGlass’s (Europe) and was a board member in all of them. He was also interim CEO of Glass’s Guide.

Prior to joining HMTF, Mr. von Stauffenberg was Executive Chairman and majority shareholder of Heitmann International, a global leader in the technical localisation and translation business, which was acquired, managed and sold by him over a two-and-a-half year period. Mr. von Stauffenberg was also a Board member of Borg Instruments and Salford Capital Partners, and as part of his employment with Warburg, Pincus, was a board member of Danish Brands (Scandinavia and Germany), Tecnicas Medioambientales (Spain) and Luhns (Germany).

Prior to that, he was a consultant for Bain & Company in Munich. Mr. von Stauffenberg has BA and MA degrees from Harvard University and an MBA from Harvard Business School.

Justin Beckett (age 47) – Non-Executive Director

Mr. Beckett is the Founder and previous Chairman and CEO of the Company, which he led from 2004 until the Company’s initial public offering on the Toronto Stock Exchange in 2008. He was previously the Founder and CEO of SkillJam Technologies which he led until the company’s sale to FUN Technologies in 2004.

Prior to founding SkillJam, Mr. Beckett was the Founder and CEO of
Music Gaming Inc., which he sold to Intermix/MySpace in 2001. In 2008, Mr. Beckett founded, and is currently the Chairman and CEO of, BTV247, Inc., a company which develops video based affinity networks. Mr. Beckett received his Bachelor of Arts from Duke University.

Richard Weil (age 56) – Non-Executive Director

Mr. Weil became the Chief Executive Officer and Managing Director of Sciplay in January 2010, an interactive joint venture between Scientific Games and Playtech, two of the leaders in the lottery and internet gaming sectors. Sciplay’s focus is on providing interactive solutions to regulated operators, like lotteries.

Mr. Weil managed his own consulting and advisory business primarily assisting companies in the interactive marketplace after exiting FUN Technologies. Until January 2007 Mr. Weil was the President of FUN Technologies. During his three year tenure he contributed to the raising of approximately US$80 million to fund the acquisition of eight interactive companies, oversaw the management of these business units and, in March 2006, assisted in the sale of 51 per cent. of FUN Technologies to Liberty Media Corp.

Prior to joining FUN in August 2004, Mr. Weil was the Corporate Vice President of International Business Development for Scientific Games Corporation. He joined Scientific Games Corporation (formerly known as Autotote) as Vice President of Manufacturing in 1994. During his time with the company, he assisted with numerous acquisitions (Scientific Games, MDI, and IGT On-line Systems) and contributed to major international growth and business development (specifically in South America and Europe).

Before working at Scientific Games, Mr. Weil was a senior management consultant at Monitor Company, a top-ten strategic planning and corporate development firm. Mr. Weil holds a Bachelor of Engineering Degree from Ryerson University in Toronto, and an MBA from New York University Stern School of Business.

Harvey Solursh (age 76) – Non-Executive Director

Mr. Solursh was a founding partner at Solursh, Feldman & Partners, Chartered Accountants, where he practised for 30 years. He was formerly a director of Fun and formerly a director and Chief Financial Office of CryptoLogic Inc. His areas of expertise include commercial financing, mortgage financing, property management and private placements.

Anatoli Plotkine (age 55) – Non-Executive Director

Dr. Plotkin was previously Chief Technology Officer of Cryptologic, where he led the development of its proprietary technology and software. Dr. Plotkin has a Ph.D. in Mathematics and has over twenty years’ of experience in software development. Dr. Plotkin has published a over forty papers on various topics in the field of computational physics. While in Russia, he specialised in designing algorithms for real time data processing under contract with the Russian military. Mr Plotkine also served as a director and Chief Operating Officer of FUN Technologies.

Audit Committee

The primary purpose of the Audit Committee is to assist the Corporation’s Board in discharging its oversight and evaluation responsibilities. In particular, the Audit Committee oversees the financial reporting process to ensure the balance, transparency and integrity of the Corporation’s published financial information. The Audit Committee also reviews and reports to the board on the quality and integrity of the Corporation’s consolidated financial statements and other financial information; compliance with legal and regulatory requirements related to financial reporting; the effectiveness of the systems of control (including risk management) established by management to safeguard the assets (real and intangible) of the Corporation’s and its subsidiaries; the proper maintenance of accounting and other records; annual and quarterly interim financial information; the independent audit process, including recommending the appointment and compensation of the external auditor, and assessing the qualifications, performance and independence of the external auditor; the performance and objectivity of the Corporation’s internal audit function; all non-audit services; the development and maintenance of procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Corporation and its subsidiaries of concerns regarding questionable accounting or auditing matters; the review of environment, insurance and other liability exposure issues relevant to the affairs of the Corporation; and any additional matters delegated to the committee by the board of directors. The Audit Committee is composed of Messrs. Solursh, Plotkine, and Weil.

Compensation and Governance Committee

The Compensation and Governance Committee, is responsible for, among other things: (i) identifying individuals qualified to become members of the Board, consistent with criteria established by the Board; (ii) recommending that the Board select the director nominees for the next annual meeting of Shareholders; (iii) developing and recommending to the board a set of corporate governance principles applicable to the Corporation; and (iv) overseeing the evaluation of the Board and senior management. In addition, among other things, the committee will be responsible for developing and recommending to the Board: (i) the Corporation’s approach to corporate governance, including a set of governance principles and guidelines and (ii) a comprehensive orientation and continuing education program for new Directors. In addition, subject to Board approval, the committee will be responsible for reviewing and updating the Code with a view to complying with applicable law and ensuring that management has established a system to enforce the Code. The Compensation and Governance Committee assists the directors in their oversight of executive and director compensation, including with respect to: (i) reviewing and approving compensation of the Corporation’s Chief Executive Officer; (ii) recommending to the board non-Chief Executive Officer compensation, incentive-based plans and equity-based plans; (iii) approving and monitoring share ownership policies; and (iv) reviewing compensation disclosure in public documents, in accordance with applicable rules and regulations. The Compensation and Governance Committee is composed of Messrs. Plotkine, Justin, and Weil.

Statement detailing the rights of the Shareholders

Shareholder Statement

The Company is a Canadian company continued under the laws of Canada under the Canadian Business Corporations Act and as a result of this the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

For further details see “Effects of Canadian Domicile” in Part I of the Company’s admission document dated 13th September 2010.

Country of Incorporation

Canada

Public Exchanges

TORONTO STOCK EXCHANGE: Mood Media Corporation, formally known as Fluid Music Canada, Inc. listed on the Toronto Stock Exchange (“TSX”) on June 19, 2008 and trades under the ticker symbol: “MM”.

View our current stock quote.

View the company’s public filings via SEDAR.

Constitutional Documents

Articles of Association (pdf)
Amended Articles of Assocation (pdf)
By-Law (pdf)
Corporate Name Change (pdf)

Securities in Issue

Number of common shares in issue: 170,963,638 (September 30, 2012)
Maximum number of shares not in public hands: 56.9%

114,009,504 common shares representing 66.8% of the issued share capital of the Company are held through CDS & Co in Canada as part of depositary, settlement and clearing arrangements. These shares, other than where the beneficial owner has been ascertained are included in the percentage of Common Shares that are not treated in public hands disclosed above.

Significant shareholders:
CDS & Co – 114,009,504 common shares (66.8%)
Fidelity* - 22,652,214 common shares (13.2%)

*so far as known to the Company.

There are no restrictions on the transfer of the shares of the Company.Number of AIM securities in Issue.

This site was last updated on Feb. 20, 2013.

Investor Relations

AIM Rule 26

Description of Business

Notifications

Recent releases

Admission Document and Circulars

Financial Statements

Advisors

Directors, Board Members and Board Committees

Audit Committee

Compensation and Governance Committee

Statement detailing the rights of the Shareholders

Country of Incorporation

Public Exchanges

Constitutional Documents

Securities in Issue

Exchanges

Investor Contacts

Latest Quarterly Results

Recent Client Wins

For In-Store Media:

Other sites:

Mood Media North America

Mood Media Asia Pacific

Mood Media Europe

Mood Media Corporation

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