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SHAREHOLDERS ANNUAL GENERAL AND SPECIAL MEETING 2010

SHAREHOLDERS ANNUAL GENERAL AND SPECIAL MEETING 2010. SEPTEMBER 16, 2010. SHAREHOLDERS ANNUAL MEETING 2010. OPENING OF MEETING. AGENDA. MEETING PROCEEDINGS NOMINATION OF SCRUTINEERS NOTICE OF MEETING ADOPTION OF AGENDA SCRUTINEERS REPORT

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SHAREHOLDERS ANNUAL GENERAL AND SPECIAL MEETING 2010

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  1. SHAREHOLDERS ANNUAL GENERAL AND SPECIAL MEETING 2010 SEPTEMBER 16, 2010

  2. SHAREHOLDERS ANNUAL MEETING 2010 OPENING OF MEETING

  3. AGENDA • MEETING PROCEEDINGS • NOMINATION OF SCRUTINEERS • NOTICE OF MEETING • ADOPTION OF AGENDA • SCRUTINEERS REPORT • RECEIPT OF FINANCIAL STATEMENTS AND AUDITORS REPORT • ELECTION OF DIRECTORS • APPOINTMENT OF AUDITORS • CANCELLATION OF SHAREHODLERS RIGHTS PLAN • ADJOURNMENT OF MEETING • MANAGEMENT’S REPORT AND FINANCIAL ANALYSIS • QUESTION PERIOD

  4. SHAREHOLDERS ANNUAL MEETING 2010 MEETING PROCEEDINGS

  5. SHAREHOLDERS ANNUAL MEETING 2010 NOMINATION OF SCRUTINEERS

  6. SHAREHOLDERS ANNUAL MEETING 2010 NOTICE OF MEETING

  7. SHAREHOLDERS ANNUAL MEETING 2010 ADOPTION OF AGENDA

  8. SHAREHOLDERS ANNUAL MEETING 2010 SCRUTINEERS REPORT

  9. SHAREHOLDERS ANNUAL MEETING 2010 RECEIPT OF FINANCIAL STATEMENTS AND AUDITORS REPORT

  10. SHAREHOLDERS ANNUAL MEETING 2010 ELECTION OF DIRECTORS

  11. SHAREHOLDERS ANNUAL MEETING 2010 • ANDRÉ GAUTHIER • QUÉBEC, CANADA • MARC P. BRUNET • QUÉBEC, CANADA • ANDRÉ COURTEMANCHE • QUÉBEC, CANADA • MICHEL DUBÉ • QUÉBEC, CANADA • GILLES LAURIN • QUÉBEC, CANADA • CLAUDE ROY • QUÉBEC, CANADA • JEAN-FRANÇOIS SABOURIN • QUÉBEC, CANADA

  12. SHAREHOLDERS ANNUAL MEETING 2010 APPOINTMENT OF AUDITORS

  13. SHAREHOLDERS ANNUAL MEETING 2010 CANCELLATION OF SHAREHOLDERS RIGHTS PLAN

  14. SHAREHOLDERS ANNUAL MEETING 2010 ADJOURNMENT OF MEETING

  15. SHAREHOLDERS ANNUAL MEETING 2010 MANAGEMENT’S REPORT AND FINANCIAL ANALYSIS

  16. SHAREHOLDERS ANNUAL MEETING 2010 QUESTION PERIOD

  17. SUZANNE MERCIERChief Financial Officer REVIEW OF 2010 RESULTS

  18. CONSOLIDATED RESULTS 2010 Revenues decreased in TBF, PSO, MVI and Polygon, All wereimpacted by the economic conditions in their respective markets FX gain of 0.6 M Original currencies revenues decreased by 2.8 M compared to 2009 Severance payments in the amount of 4.3 M Cost savings of 2.9 M due to general headcount reduction 2.9 M Unrealized acquisition in the amount of 0.4 M 46 18

  19. CONSOLIDATED RESULTS 2010 Earning (loss) per share 2009 - (0.09) 2010 - 0.18 Impairment on acquired intangible assets 3.6 M Impairment on intangible assets 3.0 M Fx gain of 2.3 M Tax provision reversal of 2.1 M Cost saving due to general headcount reduction Fx loss of 2.5 M Fx rate 2009 - 1.2602 2010 - 1.0156

  20. CASH FLOWS Increase of net earnings combined to a better cash management Free cash flows Cash flow from operating activities less acquisition of premises and equipment, intangible assets and less dividends Less needed acquisitions of premises and equipment No business acquisition in 2010

  21. BALANCE SHEET Cash increase of 24% • Shares outstanding • - 14.0 M • - 13.9 M • Stock options outstanding • - 0.7 M • - 0.6 M 2.47$ per share 1.98$ per share 46 21 21

  22. REVIEW OF 1st QUARTER 2011 Earning (loss) per share T1 2010 - (0.01) T1 2011 - 0.19 Fx loss of 0.2 M Lower revenues in GWS, PSO, MVI, Polygon Cost savings due to general headcount reduction Original currencies revenues decreased by 0.3 M

  23. CLAUDE ROYPresident and Chief Executive Officer REPORT ON OPERATIONS

  24. Agenda 1 – FY 10 Highlights 2 – Our quest for growth 3 – Q&A

  25. FY10 Highlights: Focus on Value Creation Management change Dec 08 Net margin Revenues EBITDA EBITDA margin 27% FY 06* EBITDA margin (Without Capitalization) EBITDA margin * 2006: C$ 2.8M for the sale of Flow system license

  26. FY11 Trend: Focus on Value Creation Management change Dec 08 Net margin Revenues EBITDA FY 06* Q1 FY 11 EBITDA margin (Without Capitalization) EBITDA margin * 2006: C$ 2.8M for the sale of Flow system license 26

  27. FY10 Highlights: Operating Expenses Streamlining Management change Dec 08 23% Q1 FY 11 Costs of Goods SG&A Expenses Technology (R&D) Expenses

  28. FY10 Highlights: EBITDA Improvements • 25% Corporate cost reduction • Integration of business operations: • US Tenders operations & mgmt consolidation in Albany (BN, GB, EPI, IPT) • Operations & mgmt consolidation in Tampa & Atlanta (PSO, TF, MEFX, MVI) • Significant business process improvements FY 09 vs. FY 10 CAD currency, in thousands of $

  29. FY10 Highlights: A Diversified Portfolio Government Opportunities Computer, IT & Telecom Electronic Components Medical Equipment Automotive Aftermarket Wine & Spirits Diamonds & Jewelry

  30. Our quest for growth Organic M&A

  31. Strong Financial Position Cash on hand: C$ 36M EBITDA Margin: Q1-11 33 % Balance sheet: Debt free Borrowing capacity: Up to 2 times EBITDA Market Capitalization: $120 M Stock Price: $8.51 (Up 4 x since Dec 08)

  32. Organic Growth: Government Opportunities

  33. Organic Growth: Electronic Components

  34. Organic Growth: Automotive Aftermarket

  35. Organic Growth: Computer, IT, Telecom & Medical including:

  36. Organic Growth: Diamonds & Jewelry

  37. Organic Growth: Wine & Spirits

  38. M&A: Objective Double Our Market Cap.

  39. M&A: Acquisition Criteria • North American location • Ethical & diversified business sectors • Strong business models • High profitability • Transactional revenues • Web solutions

  40. Management Team

  41. Board Members Claude RoyChairman and CEO Mediagrif André Courtemanche President and Chief Executive Officer VIAVAR Capital Michel Dubé Consultant Savaria Corporation André Gauthier President André Gauthier Holding Inc. Gilles Laurin Chartered Accountant Advisor and Director of different corporations Marc P. Brunet President and Chief Executive Officer Logibec Groupe Informatique Ltd. Jean-François Sabourin President and Chief Executive Officer  FinlogiK Inc.

  42. Ownership StructureAs of Sep. 14th 2010

  43. Q & A

  44. MEDIAGRIF E-BUISNESS NETWORKS bidnet.com brokerforum.com carrustechnologies.com ebidboard.com epipeline.com globalwinespirits.com governmentbids.com iptbybidnet.com marketvelocity.com medicalequipmentfinders.com merx.com polygon.net powersourceonline.com telecomfinders.com truckpartslocator.com www.mediagrif.com

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