Matomy Media : Completion of Institutional Tender

FOR IMMEDIATE RELEASE 2 February 2018

Matomy Media Group Ltd.

Completion of Institutional Tender

Matomy Media Group Ltd. (the 'Company') is pleased to confirm that, further to the announcement made on 28 December 2017 regarding the contemplated issuance of convertible bonds, it has completed the Institutional Tender in connection with such issuance.

The Institutional Tender was completed following the recent appointment of new CEO Liam Galin, and a successful roadshow among leading institutional investors in Israel, resulting in Matomy successfully completing the institutional stage of its convertible bond issuance which has been approved by the Tel Aviv Stock Exchange.

The Company is pleased to announce that at the institutional stage the bond was over three times oversubscribed, with institutional demand of nearly 280 million NIS. The Company will be raising NIS 80 million from institutional investors, who participated in this stage, this, as planned represents 80% of the total bond issuance.

As previously noted the proceeds from the issuance will be used mainly to acquire an additional 10% of Team Internet, a global market leader in domain monetization, raising Matomy's holding to 90%. Matomy expects to acquire the final 10% of Team Internet in November 2018.

The following shareholders, each of whom are related parties for the purposes of the High Growth Segment Rules for Companies because they are either directors of the Company ('Directors') or substantial shareholders, will be purchasing bonds through the Institutional stage. The pricing of the bonds is subject to an auction process, with acceptances above the minimum price level.

In light of the fact that pricing of the bonds is determined through an auction process as aforesaid, the Board considers that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.

The Company will provide a further update in due course on the results of the public tender for the remaining 20% of the bond issuance, the final results of the issuance and any further notifications of participation from related parties that are received.

About Matomy Media Group Ltd.

Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) Matomy is a global media company with a portfolio of superior data-driven platforms for mobile, video, domain and email advertising.By providing customized performance and programmatic solutions supported by internal media capabilities, data analytics, and optimization technology, Matomy empowers advertising and media partners to meet their evolving growth-driven goals. Founded in 2007 with headquarters in Tel Aviv and 11 offices around the world, Matomy is dual-listed on the London and Tel Aviv Stock Exchanges.

For more information: Website:http://investors.matomy.com/LinkedIn: www.linkedin.com/company/matomy-media-group

Twitter: @MatomyGroup

Facebook: www.facebook.com/MatomyMediaGroup Enquiries:

Matomy Media GroupPamela Becker, VP Global Marketing
pamela.b@matomy.com +972-74-7161971

Press Contact Information:

Justine Rosin

justine@headline-media.com

UK: 0203-769-5656 | USA:  917-724-2176

Investor Relations:

Daniel Polad

danielp@pr-ir.co.il

+972-505560216

Legal Disclaimers

This announcement and the information contained in it is restricted and is not for publication, release or distribution, in whole or in part, directly or indirectly, in, into or from the United States, Australia, Canada, South Africa or Japan or any other state or jurisdiction in which publication, release or distribution would be unlawful, restricted or unauthorised (each a 'Restricted Territory'). This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for the Bonds in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to in this announcement may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within the United States.

The Bonds, may be offered and sold only in Israel pursuant to a prospectus, subject to the approval of the approval of the Israel Securities Authority ('ISA') and subject to Tel Aviv Stock Exchange (''TASE'') approval of the registration of the Bonds for trade. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for the Bonds in Israel, or any other jurisdiction.

No offering of the Bonds referred to in this announcement will be made in the United States, the European Economic Area, any Restricted Territory or elsewhere outside Israel.

The Bonds have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States or elsewhere other than in Israel, nor have any of the foregoing authorities passed upon or endorsed the merits of the Bonds or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.