Verve Group SE FY2024 Q4 Earnings Release

Let’s make media better.
Verve Group SE
Year End and Q4 Report 2024

Disclaimer
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2

We Are a Leading
Digital Media
Company
In emerging channels That e nables better outcomes
for advertisers and publishers
With responsible advertising
solutions
Our mission
Let‘s make media better .

4
A Successful Q4 and a Strong 2025 Outlook
Strong Growth and Structurally
Improved Profitability
1
Strong Customer Led Growth and Well –
Diversified Customer Base
2
Strong 2025 outlook for
US Advertising and for ID -less Advertising
Full -Screen and Video Ads, as well as ID -Less
Targeting Solutions Continue to Drive Growth
Unifying and Growing
our D emand Side
Jun Group Accelerating Growth
and Integration Progressing Well
4
5 6
3

5
Strong Growth and Further Structurally Improved Profitability in Q4
99
144
Q4’23 Q4’24
+46%
Q4’23 Q4’24
16 %
24 %
+8pp
32
48
Q4’23 Q4’24
+53%
Revenue Growth (+46%) Leads to Positive Scaling Effects (+53% EBITDA and +192% Net Result)
Net Revenue Organic Growth Adj. EBITDA
€m €m €m
Net Result
€m
5
14
Q4’23 Q4’24
+192%

>100k $ Client Retention Rate 2 >100k $ Software Clients
727 764 851851 998
Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
1,076 1,140
1,014
+57%
95%
Q4’23
96%
Q1’24
98%
Q2’24
96%
Q3’24
97%
Q4’24
6
More Than 400 Large Customers (>100k $) Added Last 12 Months
Combined with growing budgets and strong loyalty, signaling strong organic growth potential in the coming quarters
Net $ Expansion Rate 3
95%
Q4’23
110%
Q1’24
109%
Q2’24
108%
Q3’24
110%
Q4’24
206
Q4’23
199
Q1’24
224
Q2’24
244
Q3’24
274
Q4’24
+33%
Ad impressions delivered (in bn) Ad Impressions
1
Notes: (1) excl. Jun Group (2) includes demand and supply partners > USD 100k gross revenues per year (3) Q1’24 Net $ Expansion Rate based on Programmatic Exchange Business, Q2’24 -Q4’24 based on total media business , Q4’24 calculated in line with organic growth methodology

7
Diversified Customer Base: The Foundation of Strong Growth
Low client concentration with no single client making up more than ~6% of segment revenue
6% 4%
4%
66%
6%
5%
5%
61%
Top 10 Publisher Concentration Top 10 Advertiser Concentration
2021 2022 2023 2024
+316
+133
+176
+413
Robust Client 1Acquisition Engine
Notes: (1) >100k $ Software Clients
Other
Advertisers
Other
Publishers
.
.
.
.

8
Full -Screen and Video Ads Continue to Drive Growth
Full -Screen & Video Ads
5 4 6
9
13
Revenue €m
Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
+149%
Time
Early stage banner ad Later stage native ad Current stage interactive full screen ad
Notes: (1) Based on gross revenues from the programmatic ad exchange business, non -IFRS. Growth is driven by various ID -less tar geting solutions like ATOM, Moments.AI or SCAN Optimization.

9
Clear Path to Unifying and Growing our Demand Side
Strengthening our end -to -end platform boosts reach, efficiency, and campaign performance for our customers
Consolidated Tech Stack
14%
86%
Q4’23
27%
73%
Q4’24
Demand
Supply
+169%
+24%
“We continue to
invest in scaling
the demand side.
Our Goal is a
50:50 split.”
Notes: (1) Demand Supply Split based in IFRS information before elimination of Intercompany transactions
Demand vs. Supply Revenue Composition 1

Integration Accelerates
Jun Group Growth
-4%
2022
1%
2023
10%
2024
46%
EBITDA Margin
Organic Revenue Growth
10
X
Jun Group Organic Growth

Integration of Jun is Progressing According to Plan
Operational Benefits and Integration Of Jun Group Into Verve Group
Initiative Type
~ €9m
Revenue Synergies 2025
~ €2m
OPEX Synergies 2025
Technical Integration Status
11
Build a unified brand and agency sales team with a global strategy
Joint Sales and
International
expansion
Launch a competitive CTV offering using
Verve’s supply for Jun Group clients
Connected
TV
Enable Verve demand on Jun Group’s HyprMX SDK,
expanding reach with header bidding
Marketplace
demand
enablement
Cost reduction through integration and harmonization COGS and OPEX
synergies
Once technical integration is complete, revenue starts flowing (expected from late Q1 onward)
0% 100%
0% 100%
0% 100%
0% 100%

12
Well -Positioned for Fast Growth in a Strong U.S. Market
Notes: (1) US in -app adverttising (2) Pixalate : Mobile SSP Market Share Report Q4 2024 (3) Pixalate -Seller Trust Index Q4 2024. 12
Strong Outlook for Our C ore Market 1
Favorable Macroeconomic and Industry -Specific
environment for further market share gains
Well -positioned to capitalize on market growth, backed by
strong industry recognition and a proven track record
0,00
50,00
100,00
150,00
200,00
250,00
2024 2025 2026 2027 2028
CAGR:
10.2%
SSP U.S. Seller
Trust Index 3
Verve #1
VideoHeroes #2
IronSource #3
Index Exchange #4
Bidmachine #5
InMobi #6
MobileFuse LLC #7
Taboola #8
OpenX #9
Algorix #10
SSP iOS Market
Share U.S. 2
Verve #1
IronSource #2
Liftoff #3
Mintegral #4
Video Heroes #5
PubMatic #6
AlgoriX #7
Equativ #8
Adtelligent #9
Magnite #10
Leading U.S. Mobile Ad Supply
#1
Quality and
Reach

ATT
+80%
Ask App Not to Track
105
153
2023 2024
+46%
Verve iOS revenue surged 2
$m Google plans to let users make and adjust an informed choice 3
The backbone of user tracking and ad personalization (ID -based) disappears
And Verve is Leading the Transition into AI -Driven ID -Less Advertising
~2 0% Share of ID -less android traffic on Verve’s ad – platform
Verve’s
ID -less
Solutions
Additional upside through google
policy changes expected
Share of ID -less iOS traffic on Verve’s ad -platform 1
Notes: (1) Share of ID -less ad traffic on Verve’s ad -software platform in the period from August 2024 to January 2025 (2) Based on gross revenues from the programmatic ad exchange business, non -IFRS. Growth is driven by various ID -less targeting solutions like ATOM, Moments.AI or SCAN Optimization. (3)Tech Crunch, retrieved February 26. 2025, URL: https://techcrunch.com/2024/07/23/googles -latest -privacy -sandbox -gambit -could -pit-user-choice -against -tracking/

Let’s make media better.
14
FINANCIALS

46%
Revenue Growth 1
34%
Adj. EBITDA margin
29%
Adj. EBIT margin
Strong Margin
24%
Organic Revenue Growth adjusted for FX and M&A
55 €m
Operating Cash Flow
-13 €m
Investing Cash Flow (excl. M&A)
High Cashflow
53%
Adj. EBITDA growth 2
57%
Adj. EBIT growth 2
Profit Growth
€m
Strong Organic Growth Highly Profitable and Cash Generating
15
Fourth Quarter Financial Highlights
Acceleration of Revenue and EBITDA Growth
Notes: (1) Total revenue growth incl. Jun Group acquisition (2) EBITDA and EBIT growth includes growth from acquisitions (Jun Group included in consolidated financial information from August 2024) (3) Earnings Per Share €0.08 undiluted / €0.07 diluted
99
82
97
114
144
32 22 29 34 48
Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
+46%
Net revenues
Adj. EBITDA
Adj. EBITDA margin
32%
27% 30% 30%
34%
149%
EPSgrowth 3

16 Notes: (1) EBITDA adjusted for one -time, M&A and financing costs (2) 2022 normalized by €21m for FX effects and divestments, (3) FX-adjusted organic revenue growth from Q1 2023 onwards
2
In €m
Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
1%
16%
21%
26%
31%
24%
Strong Double -Digit Organic Revenue Growth throughout 2024
Continuing a Track -record of Long -term Revenue and Profit Growth
140
252
303 322
437
29
71 93 95
133
18
55 77 77
107
2020 2021 2022 2023 2024
+33% CAGR
Revenue Adj. EBITDA 1 Adj. EBIT
25%
FY 2024
Strong 5 Year Revenue and Profit Growth Organic Growth 3

17
102
Notes: Numbers may not add up due to rounding. (1) Operating cash flow defined as in the annual IFRS financial statements. (2 ) Free cash flow defined as: Operating cash flow, less interest expenses, less maintenance capex, (3) Starting 2021A only includ es Cash Interest Payments, (4) Maintenance Capex not an IFRS definition, with maintenance capex the lifetime of assets is significantly extended, (5) Expansion capex primarily includes investments in the advertising software platform, IP -rights and further investments in the Group’s infrastructure
In €m
4
Normalization working capital
In €m
Operating Cash FlowFree Cash Flow after Interest ExpensesCash Interest Expenses
25
13
65
39
79
102
69
23
137
83 15
23
39
45
7
2020A 2021A
55
2022A 2023A
134
41 19 28 34 23
244
148 119
5 10
2020A
10
2021A
9
2022A
8
2023A
9
2024A
38
296
177
36
162
Maintenance Capex 4
Expansion Capex 5
Acquisition Capex
3
€10 -15 million interest cost savings once existing debt is refinanced at better terms
Strong Free Cash Flow, Continuous Investments in Organic Growth
Lift in Operating Cash Flow and Structurally Low Maintenance Capex leading to strengthened FCFs
2024A
Operating cash flow development 1,2 Capex development

18
In €m
62
199
274
295
319 300
378
351
2.1x
2020A
2.8x
2021A
2.9x
2022A
3.1x
2023A
3.2x
LTM
Mar -24
2.8x
LTM
Jun -24
LTM
Sep -24
2.4x
2024A
Net leverage Ratio
Net Interest Bearing Debt
29
71
93 95 98 105
4.1x
2020A
4.7x
2021A 1
4.0x
2022A
2.5x
2023A
2.4x
LTM
Mar -24
2.6x
LTM
Jun -24
3.3x
LTM
Sep -24
3.3x
2024A
144 2 147 2
Interest Coverage Ratio
Adj. EBITDA
Strong Deleveraging Achieved
Decreasing Leverage and Increasing Interest Coverage Ratios
Notes: (1) Starting 2021A only includes Cash Interest Payments (2) Adjusted EBITDA includes pro -forma LTM EBITDA for Jun Group
2.6x 2
In €m
Net Leverage Ratio Interest Coverage Ratio

19
Outperforming Initial Forecast, Hitting Upper Guidance Range
Strong organic growth combined with the highly accretive acquisition of Jun Group
FY 2023
Initial
Guidance
2024
Updated
Guidance
2024
(post Jun)
Third
Guidance
2024 FY 2024
Revenue
(in €m) 322 350 –370 380 -400 400 -420 437
Adj. EBITDA
(in €m) 95 100 –110 115 -125 125 -135 133

20
Verve Group Confirms its Mid -Term Financial Targets
Verve Continues to Deliver on its Mid -Term Financial targets with Further Focus on a Moderate Net Leverage of 1.5 -2.5x
EBITDA margin
30 -35%
Net leverage
1.5 -2.5x
Revenue CAGR
25 -30%
EBIT margin
20 -25%
Achieved in 2024
Notes: EBITDA and EBIT margin on adjusted basis
2.4x 30% 36% 25% 2024

21
Key Objectives for 2025
In 2025, we expect to capture further growth and deliver further profitability improvements
Let‘s make media better .
AI driven ID -less targeting expansion
Operational Focus and Improvements
Growth in Free Cash Flow and EPS
Capture Positive Development of the Ad Market

One Brand, One Team, One Mission
Let’s make media better.