D Box Technologies : 2017 D-BOX Annual report

Fiscal Year ended March 31, 2017

Table of Content i

Scope of the MD&A 1

Forward-looking Statements 1

Message to Shareholders 2

Quarterly and Fiscal Year Highlights 3

Outlook 4

Corporate Profile 4

Corporate Strategy 4

Non-IFRS Measures 7

Main Financial Data 8

Operating Results 8

Adjusted EBITDA 11

Liquidity, Capital Resources and Financing Sources 11

Quarterly Data 13

Commitments 14

Fully Diluted Share Capital (June 19, 2017) 14

Significant Judgments and Estimates and New Accounting Pronouncements 14

Financial Instruments 15

Risk and Uncertainties 16

Disclosure Controls and Internal Controls Over Financial Reporting 16

Continuous Information and Additional Disclosure 17

i

This Management's Discussion and Analysis ("MD&A") is intended to provide the reader with a better understanding of the activities of D-BOX Technologies Inc. and its subsidiaries, as well as key elements of its financial results. In particular, it explains changes in the Corporation's financial position and operating results for the fiscal year ended March 31, 2017 by comparing them to the results of the previous fiscal year. It also presents a comparison of the balance sheets as at March 31, 2017 and March 31, 2016.

This MD&A has been prepared in accordance with National Instrument 51-102, Continuous Disclosure Obligations, and should be read in conjunction with the information included in the audited consolidated financial statements for the fiscal year ended March 31, 2017 and accompanying notes. Unless otherwise indicated, the terms "Corporation" and "D-BOX" refer to D-BOX Technologies Inc.

The audited consolidated financial statements and this MD&A have been reviewed by the Audit Committee and approved by the Corporation's Board of Directors. Unless otherwise indicated, all the amounts in this MD&A are in thousands of Canadian dollars.

management's good faith assumptions and expectations regarding future events, and inherently involve known and unknown risks and uncertainties such as, without limitation, competition, the Corporation's ability to build on its technology, the Corporation's ability to continue developing its distribution network and entering into new commercial agreements in the entertainment and simulation and training markets, exchange rate fluctuations, and other factors discussed herein (see "Risks and Uncertainties") or in the Corporation's continuous disclosure filings. The Corporation's actual results may be materially different from those expressed or implied in these forward-looking statements. As a result, you are cautioned not to place undue reliance on these forward-looking statements. These statements do not reflect the potential impact of any special items or of any business combination or other transaction that may be announced or that may occur after the date herein. Except as required by law, the Corporation does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Some of the statements made in this MD&A, including, but not limited to, statements about the opinions, the projects, the objectives, the strategies, the estimates, the intentions and the expectations of the Corporation, as well as other statements not referring to historical facts, are forward-looking statements. Forward- looking statements can be identified by terms such as "expects," "anticipates," "estimates," "predicts," "undertakes" and other similar terms and expressions. These statements are based on the information available at the time they were prepared and

D-BOXTechnologies Inc.- Management Discussionand Analysis - Fiscalyearended March 31, 2017

(Amounts in tables are in thousands of Canadian dollars, except for amounts relating to warrant, options, shares and per-share amounts) Page 2

Dear Shareholders,

We are pleased to announce that 2017 was another year of growth for the company. During the last twelve months, D- BOX has developed an important number of new business opportunities and strengthened existing partnerships in both the entertainment and simulation and training markets.

As D-BOX expands its reach and builds the brand, we anticipate the long-term upward trend in revenue to continue as more and more businesses around the world capitalize on the kind of top-tier entertainment and simulation and training experiences that only D-BOX can provide.

On the theatrical side, D-BOX signed significant commercial contracts with clients that has led to a total of 640 screens installed or to be installed as of March 31, 2017. D-BOX also secured new orders from current clients including Cineplex in Canada and Cinemark in the United States and Latin America.

China is a market with significant potential for us. D-BOX has partnered with a Chinese film studio to open our first motion- coding studio in Beijing to play a more central role in the production of Chinese movies. Additionally, D-BOX has signed a distribution agreement and has installed the first full auditorium in China equipped with D-BOX technology.

On the Home Entertainment front, D-BOX signed an important distribution agreement with a subsidiary of Gold Finance Group to distribute and promote our high-end home entertainment motion systems in China. Revenues for that deal are expected to reach approximately $22M US.

These achievements have opened doors for us outside of the theatrical industry and are generating exciting new applications for our motion-coding technology. For example, D-BOX is strategically positioned to capitalize on the unprecedented opportunities in the budding virtual reality (VR) and augmented reality markets. What makes us confident about our future in VR is the fact that our technology has been proven to reduce the motion dizziness sometimes associated with that experience. This could be the missing link that solves one of the main challenges that VR needs to overcome.

To date, D-BOX has already played a key role in a series of successful VR ventures with Ubisoft, Fox Innovation Lab, VRC, HTC Viveland, mk2, Samsung and others. D-BOX is also one of the main attractions at the state-of-the-art IMAX VR Experience Center in Los Angeles. Additionally, D-BOX was recently selected by the National Football League to play a role in their exciting new, NFL Experience Times Square, another thrilling state-of-the-art immersive attraction created by Cirque du Soleil which is slated to open in November in the heart of New York City.

On other fronts, D-BOX successfully launched a second generation of actuators (D-BOX Gen II) for the simulation and training market, delivering a dimension of creativity and flexibility that has received rave reviews from key industry players. D-BOX also partnered with ICAR, Canada's largest racing motion simulator centre to provide race fans, gamers and thrill seekers with the ultimate simulated racing experience.

As the world's leading provider of state-of-the-art, cutting edge immersive motion systems and bolstered by a compound annual growth rate of 24.8% over the last seven years, D-BOX is completely focused on the opportunities that lie ahead to generate even more success by reinforcing our position around the globe.

In closing, we want to say thank you to our employees. Know that your commitment and passion are key factors in our continued success.

We would also like to acknowledge the tremendous support of our board of directors. Your ongoing collaboration and encouragement is invaluable to us as we grow our business and create rewarding new opportunities in the coming years.

Jean Lamarre Claude Mc Master

Chairman of the Board President and Chief Executive