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Press Release

MDC Corporation Announces Financial Results for the Year and Fourth Quarter Ended December 31, 2002

TORONTO, Ontario (February 27th, 2003) – MDC Corporation Inc. (“MDC”) of Toronto today announced its financial results for the year and fourth quarter ended December 31, 2002. Consolidated sales for 2002 totaled $943.3 million, a decrease of 15% compared to $1.113 billion achieved in 2001. Operating income before other charges was $79.8 million, a decline of 33% from the $118.3 million reported in 2001. Income from continuing operations was $148.3 million including pre-tax foreign exchange and asset disposition gains of $161.8 million, compared to a loss of $113.1 million, which included pretax restructuring charges and foreign exchange losses totaling $256.7 million. Net income for the year was $148.3 million. Fully diluted income per share for 2002 was $5.87 compared to a fully diluted loss per share of $9.20 reported last year. Fully diluted cashflow per share was $1.51, a decrease of 77% over the $6.64 achieved in 2001.

Included with the financial results are the results for 2002 and 2001 compiled on a pro forma basis to reflect results of operations, other than restructuring and other charges, that comprise MDC’s existing portfolio of companies. On a pro forma basis, sales increased by $7.2 million or 1% to $863.6 million. Operating income before other charges increased by $8.6 million or 16% to $61.0 million. Pro forma net income was $12.7 million compared to a loss of $20.3 million in 2001. Fully diluted pro forma earnings per share amounted to $0.53, an increase of $1.87 from the loss of $1.34 in 2001.

“In 2002, we essentially completed the restructuring initiative commenced in the fall of 2001. We improved the operating results of our remaining core businesses, successfully divested several non-core operations, and crystallized significant value for the shareholders of MDC through the income trust offering of our remaining 54.55% interest in Davis + Henderson. Gross proceeds of almost $300 million were generated by these combined transactions, allowing us to significantly improve our balance sheet and liquidity, enhanced with the purchase of US$113.6 million of outstanding Notes,” said Miles S. Nadal, Chairman and Chief Executive Officer. “Overall the sale of Davis + Henderson generated gross proceeds of approximately $470 million from the two transactions completed in 2001 and 2002.”

For the fourth quarter, MDC generated sales of $230.0 million as compared to $286.2 million in the same period last year. Operating income before other charges was $19.7 million, $10.8 million or 36% less than the $30.5 million generated in the fourth quarter of 2001. Excluding dispositions from both periods, operating income before other charges for the fourth quarter of 2002 was $19.5 million, an increase of $11.0 million over the $8.5 million generated in 2001, primarily the result of significant improvements at Custom Direct, Metaca and Maxxcom. Net income for the quarter, including pre-tax charges of $3.9 million, decreased to $2.3 million from the $40.9 million in 2001 which included pre-tax foreign exchange losses and disposition gains totaling $59.6 million.

Sales within the Secure Transactions Division totaled $65.2 million in the fourth quarter, down 49% from the $128.6 million achieved in the fourth quarter of 2001. Operating income before other charges was $9.8 million, down from the $24.6 million in the fourth quarter of 2001. For the year, sales of $343.7 million and operating income of $53.0 million declined from 2001 by $172.7 million and $38.4 million respectively as a result of divestitures. Excluding divested operations, sales of continuing operations within the Secure Transactions Division for 2002 increased by $4.5 million or 2% to $264.0 million and operating income increased $8.7 million or 34% to $34.2 million.

For the fourth quarter, Maxxcom sales were $164.8 million, an increase of $7.1 million from the $157.7 million recorded in the fourth quarter of 2001. Operating income before other charges was $9.8 million, an increase of $3.9 million or 66% from the $5.9 million generated in the fourth quarter of 2001. Sales at Maxxcom for the year ended December 31, 2002 increased to $599.6 million compared to the $596.8 million reported in the prior year. Operating income declined slightly to $26.8 million from $26.9 million. Despite the effects of the global economic downturn and specifically a decline in demand throughout the marketing communications industry in 2002, Maxxcom was able to achieve revenue growth through several successful, high-profile campaigns, to stabilize its operations and to remain focused on serving the needs of its clients. The strong fourth quarter is evidence that a continued recovery in the advertising and marketing communications industry is anticipated to positively impact Maxxcom’s future results.

In December 2002, MDC announced that due to market conditions, plans for an initial public offering of its U.S. based direct-to-customer cheque business, operated by Custom Direct, Inc. and affiliated companies via the Custom Direct Income Fund (the “Fund”) had been postponed. Costs in the amount of $8.1 million associated with this initiative, including the settlement of a supply contract negotiation, have been expensed in the fourth quarter.

Custom Direct completed an excellent 2002 with sales of US$102.9 million and operating income before other charges of US$20.1 million. These results exceeded the forecast included in the Custom Direct Income Fund prospectus filed in November 2002.

“The current uncertainty in the income trust market place is not conducive to the completion of such offerings on reasonable terms and conditions. This persuaded us to postpone the offering until more favourable market conditions return,” said Mr. Nadal. “We remain confident in the future of the Custom Direct business and have no desire to compromise our belief in the value of the enterprise. In the meantime, we expect to realize increased returns from its highly predictable business model and reliable cash flows.”

“We are very pleased with the progress we have accomplished over the past year, and are highly confident that our core operations form a strong platform from which to grow our business in 2003 and beyond. We will continue to explore opportunities to create and realize value for our shareholders as market conditions permit,” said Mr. Nadal.

About MDC Corporation Inc. (“MDC”)

MDC is a publicly traded international business services organization with operating units in Canada, the United States, United Kingdom and Australia. MDC provides marketing communication services, through Maxxcom, and offers security sensitive transaction products and services in four primary areas: Personalized Transaction Products such as personal and business cheques; Electronic Transaction Products such as credit, debit, telephone & smart cards; Secure Ticketing Products, such as airline, transit and event tickets, and Stamps, both postal and excise. MDC shares are traded on the Toronto Stock Exchange under the symbol MDZ.A and on NASDAQ National Market under the symbol MDCA.

About Maxxcom Inc. (“Maxxcom”)

Maxxcom, a subsidiary of MDC Corporation, is a multi-national business services company with operating units in Canada, the United States and theUnited Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a comprehensive range of communications services to clients in North America and the United Kingdom. Services include; advertising, direct marketing, database management, sales promotion, public relations, public affairs, investor relations, marketing research and consulting, corporate identity and branding, and interactive marketing. Maxxcom shares are traded on the Toronto Stock Exchange under the symbol MXX.

                            MDC CORPORATION INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOURTH QUARTER 2002 and 2001
             (Unaudited, $CDN 000's - except per share amounts)

    For the Three Months Ended
     December 31,                          2002         2001(*)     Change
    -------------------------------------------------------------------------
    Sales                                  230,018      286,224         (20%)
    Cost of sales                          119,921      148,375         (19%)
                                       -------------------------
    Gross profit                           110,097      137,849         (20%)
    Operating expenses                      90,442      107,334         (16%)
                                       -------------------------
    Operating income before other
     income (charges)                       19,655       30,515         (36%)
                                       -------------------------
    Other income (charges)
      Restructuring, dispositions,
       and other charges                    (3,852)      62,428
      Unrealized foreign exchange loss           -       (2,860)
      Amortization                          (6,262)      (9,488)
      Interest, net                         (5,848)     (12,980)
                                       -------------------------
                                           (15,962)      37,100
                                       -------------------------
    Income before income taxes,
     goodwill charges and
     minority interest                       3,693       67,615
    Income taxes                               609       18,381
                                       -------------------------
    Income before goodwill charges
     and minority interest                   3,084       49,234
    Goodwill charges, net of income
     tax recovery                                -        9,608
    Minority interest (recovery)               748       (1,247)
                                       -------------------------
    Net income for the period                2,336       40,873
                                       -------------------------
                                       -------------------------
    Cash Flow from operations                9,422      108,942
                                       -------------------------
                                       -------------------------
    Earnings Per Share
      Net income
      - Basic                                 0.12         2.38
      - Fully Diluted                         0.10         1.24
    Cash Flow Per Share
      - Basic                                 0.53         6.41
      - Fully Diluted                         0.38         3.30
    Weighted average shares outstanding
     during the period
      - Basic                           16,915,341   16,915,341
      - Fully Diluted(xx)               24,988,680   33,071,459
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    SEGMENTED INFORMATION -
     BY OPERATING DIVISION
    For the Three Months Ended
     December 31,                          2002         2001        Change
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Secure Transactions
    Sales                                   65,205      128,563         (49%)
    Operating Income                         9,809       24,598         (60%)

    Maxxcom
    Sales                                  164,813      157,661           5%
    Operating Income                         9,846        5,917          66%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (*)    Restated to reflect the change in accounting policy with respect
           to foreign exchange gains and losses on non-hedged long-term
           monetary assets and liabilities.
    (xx)   The Company has the option to satisfy the $50,000 of 7%
           Convertible Notes ("Notes") with cash or Class A Subordinated
           Voting Shares ("Shares") at 95% of the current share price. As a
           result, the fully diluted shares outstanding include 7,911,392
           (2001 - 15,822,785) Shares for the conversion of the Notes at 95%
           of the average closing price of the Shares during the period.

                            MDC CORPORATION INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                2002 and 2001
                   ($CDN 000's - except per share amounts)

    For the Year Ended       Pro forma    Pro forma    Audited       Audited
     December 31,             2002(*)      2001(*)      2002         2001(xx)
    -------------------------------------------------------------------------
    Sales                     863,555      856,321      943,332    1,113,272
    Cost of sales             448,354      442,575      490,117      558,295
                          ---------------------------------------------------
    Gross profit              415,201      413,746      453,215      554,977
    Operating expenses        354,238      361,385      373,378      436,633
                          ---------------------------------------------------
    Operating income
     before other
     income (charges)          60,963       52,361       79,837      118,344
                          ---------------------------------------------------
    Other income (charges)
      Restructuring,
       dispositions, and
       other charges                -            -      155,053      (91,612)
      Unrealized foreign
       exchange gain (loss)         -            -        6,702      (18,660)
      Amortization            (22,129)     (22,916)     (25,481)     (36,521)
      Interest, net           (24,031)     (21,896)     (28,018)     (52,698)
                          ---------------------------------------------------
                              (46,160)     (44,812)     108,256     (199,491)
                          ---------------------------------------------------
    Income (loss) before
     income taxes,
     goodwill charges and
     minority interest         14,803        7,549      188,093      (81,147)
    Income taxes (recovery)     1,083          228       35,054      (28,663)
                          ---------------------------------------------------
    Income (loss) before
     goodwill charges and
     minority interest         13,720        7,321      153,039      (52,484)
    Goodwill charges,
     net of income tax
     recovery                       -       27,292            -       67,181
    Minority interest
     (recovery)                 1,008          330        4,726       (6,591)
                          ---------------------------------------------------
    Income (loss) from
     continuing operations     12,712      (20,301)     148,313     (113,074)
    Loss from discontinued
     operations                     -            -            -      (40,000)
                          ---------------------------------------------------
    Net income (loss)
     for the year              12,712      (20,301)     148,313     (153,074)
                          ---------------------------------------------------
                          ---------------------------------------------------
    Cash Flow from
     operations                42,525       25,914       37,642      152,694
                          ---------------------------------------------------
                          ---------------------------------------------------
    Earnings Per Share
      Income (loss) from
       continuing
       operations
      - Basic                    0.66        (1.34)        8.68        (6.83)
      - Fully Diluted            0.53        (1.34)        5.87        (6.83)
      Reported
      - Basic                    0.66        (1.34)        8.68        (9.20)
      - Fully Diluted            0.53        (1.34)        5.87        (9.20)
    Cash Flow Per Share
      - Basic                    2.42         1.40         2.13         8.91
      - Fully Diluted            1.70         1.14         1.51         6.64
    Weighted average
     shares outstanding
     during the period
      - Basic              16,915,341   16,885,877   16,915,341   16,885,877
      - Fully Diluted(xxx) 25,357,018   16,885,877   25,357,018   16,885,877
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    SEGMENTED INFORMATION -
     BY OPERATING DIVISION
    For the Year Ended       Pro forma    Pro forma
     December 31,             2002(*)      2001(*)      2002         2001
    -------------------------------------------------------------------------
    Secure Transactions
    Sales                     263,965      259,504      343,742      516,455
    Operating Income           34,162       25,479       53,036       91,462

    Maxxcom
    Sales                     599,590      596,817      599,590      596,817
    Operating Income           26,801       26,882       26,801       26,882
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (*)    Pro forma results exclude the impact of restructuring,
           dispositions, and other charges, foreign exchange, the results of
           divested operations and removal of interest associated
           with indebtedness that has been repaid.
    (xx)   Restated to reflect the change in accounting policy with respect
           to foreign exchange gains and losses on non-hedged long-term
           monetary assets and liabilities.
    (xxx)  The Company has the option to satisfy the $50,000 of 7%
           Convertible Notes ("Notes") with cash or Class A Subordinated
           Voting Shares ("Shares") at 95% of the current share price. As a
           result, the fully diluted shares outstanding include 8,403,361
           (2001 - NIL) Shares for the conversion of the Notes at 95% of the
           average closing price of the Shares during the period.

                            MDC CORPORATION INC.
                         CONSOLIDATED BALANCE SHEETS
                                ($CDN 000's)

    -------------------------------------------------------------------------
                                                          As at        As at
                                                    December 31, December 31,
                                                           2002       2001(*)
                                                       (Audited)    (Audited)
    -------------------------------------------------------------------------
    ASSETS
    Current
      Cash and cash equivalents                          59,615       59,301
      Accounts receivable                               106,419      142,769
      Inventory                                          11,050       23,282
      Prepaid expenses and sundry                         9,886       11,969
      Future income taxes                                     -       28,000
                                                    -------------------------
                                                        186,970      265,321
    Capital and other assets                            126,155      166,439
    Goodwill                                            292,861      462,746
                                                    -------------------------
                                                        605,986      894,506
                                                    -------------------------
                                                    -------------------------
    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current
      Accounts payable and accrued liabilities          168,550      204,994
      Deferred revenue                                   17,517       23,771
      Current portion of long-term indebtedness           6,450       12,049
                                                    -------------------------
                                                        192,517      240,814
    Long-term indebtedness                              245,339      527,468
                                                    -------------------------
                                                        437,856      768,282
                                                    -------------------------
    Minority interest                                    15,499       15,253
                                                    -------------------------
    Shareholders' equity
      Share capital                                     144,542      142,599
      Other paid-in capital                              38,145       51,943
      Cumulative translation adjustment                  20,139       13,892
      Retained earnings (deficit)                       (50,195)     (97,463)
                                                    -------------------------
                                                        152,631      110,971
                                                    -------------------------
                                                        605,986      894,506
                                                    -------------------------
                                                    -------------------------
    -------------------------------------------------------------------------
    (*) Restated to reflect the change in accounting policy with respect to
        foreign exchange gains and losses on non-hedged long-term monetary
        assets and liabilities. The effect was a reduction in capital and
        other assets and retained earnings (deficit) of $23,809.