Slides
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Verve GroupQ2 Report 2026 August2026
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DisclaimerTHE INFORMATION CONTAINED IN THIS PRESENTATION IS STRICTLY CONFIDENTIAL. ACCORDINGLY, THE INFORMATION INCLUDED HEREIN MAY NOTBEREFERRED TO, QUOTED OROTHERWISE DISCLOSED BY YOU, NEITHER DIRECTLY OR INDIRECTLY NOR WHOLLY OR PARTLY. BY REVIEWING THIS INFORMATION, YOU ARE ACKNOWLEDGING THE CONFIDENTIALNATURE OF THIS INFORMATION AND ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER. THIS CONFIDENTIAL INFORMATION IS BEING MADE AVAILABLE TO EACH RECIPIENTSOLELY FOR ITS INFORMATION AND IS SUBJECT TO AMENDMENT.This company presentation, which should be understood to include these slides, their contents or any part of them, any oral presentation, any question or answer session and any written ororal materials discussed or distributed during a company presentation (the "Investor Presentation"), has been prepared by Verve Group Media SE. (“Verve" or the "Company"), to beused solely for a company presentation. Verve does not accept any responsibility whatsoever in relation to third parties. This Investor Presentation may not, without the prior written consent ofthe Company be copied, passed on, reproduced or redistributed, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person, and it may not be publishedanywhere, in whole or in part, for any purpose or under any circumstances. By attending a meeting where this Investor Presentation is presented or by accessing information contained in orobtained from the Investor Presentation, including by reading this Investor Presentation, you agree to be bound by the limitations and notifications contained herein.This Investor Presentation does not constitute or form part of, and should not be construed as, any offer, invitation, solicitation or recommendation to purchase, sell or subscribe for anysecurities in any jurisdiction and the Investor Presentation does not constitute, and should not be considered as, a prospectus within the meaning of Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and do not constitute an offer to acquire securitiesin the Company. The Investor Presentation is intended topresent background information on the Company, its business and the industry in which it operates and is not intended to providecomplete disclosure. The information should beindependently evaluated and any person considering an interest in the Company is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other relatedadvice prior to proceeding with any interest. Prospective investors should not treat the contents of the Investor Presentation as an advice relating to legal, taxation or investment matters. ThisInvestor Presentation has not been approved or reviewed by any governmental authority or stock exchange in any jurisdiction. Theshares in the Company have not been, and will not be,registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any of the relevant securities laws of any state or other jurisdiction of the United States ofAmerica.Certain information contained herein has been obtained from published sources prepared by other parties that the Company has deemed to be relevant and trustworthy. No InvestorPresentation or warranty, express or implied, is made by the Company as to the accuracy, completeness or verification of any information contained in the Investor Presentation. TheCompany has not made any independent review of information based on public statistics or information from an independent third party regarding the market information that has beenprovided by such third party, the industry or general publications.Statements in the Investor Presentation, including those regarding the possible or assumed future or other performance of theCompany or its industry or other trend projections, constituteforward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors as they relate to events and dependon circumstances that will or may occur in the future, whether or not outside the control of the Company. No assurance is given that such forward-looking statements will prove to be correct.Prospective investors should not place undue reliance on forward-looking statements. They speak only as at the date of this Investor Presentation and the Company does not undertake anyobligation to update these forward-looking statements. Past performance does not guarantee or predict future performance. Moreover, the Company does not undertake any obligation toreview, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to thecontent of the Investor Presentation.This Investor Presentation as well as any other information provided by or on behalf of the Company in connection herewith shallbe governed by German law. The courts of Germany, with theDistrict Court of Berlin as the first instance, shall have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with this Investor Presentation or related matters.
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Q2 Performance Highlights
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Customer Base Continues to ExpandTotal clients +35.6% YoY, Large clients +21.5% YoYClient Retention remains strong at 99%Net $ Expansion Rate improves to 95% Revenue Growth Despite HeadwindsLike-for-like revenue +6.5% to EUR 152.3mOrganic growth of 3.5% in a selective marketM&A contribution of 4.6%, partly offset by FX 1 2 Guidance Reaffirmed for FY 2026Revenue EUR 680-730m / Adj. EBITDA EUR 145-175mH2 supported by sales productivity, seasonality and cost savings Gross Margin Remains StrongGross margin at 40.0% in Q2Substantially above Q2’25 level of 33.1%Slightly below Q1 due to strategic partnerships Cash Position Supports Growth PathOperating cash flow after WC at EUR 10.0mCash position of EUR 132.4m at quarter-endLeverage 3.3x, expected to decline as year progresses 5 6 3 Adj. EBITDA slightly increased Adj. EBITDA +2.2% to EUR 30.1mAdj. EBITDA margin broadly stable at 19.8%Front-loaded investments continue as planned 4 Q2 2026 -Continued Growth Despite Macro Pressure, Guidance ReaffirmedKey overview of Q2 2026 financial headlines and FY 2026 guidance
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1159Large software clients2 +2.5 BillionConsumer reach1 1.2 TrillionYearly ad impressions3 +65,000App integrations A Leading Mobile Ad-Tech CompanyUnparalleled capabilities in matching advertisers and publishers and reaching end consumers worldwide Notes: (1) Unique end-consumers receiving advertising from Verve’s ad exchange. (2) As of Q2’26, software clients with >$100k revenue /year. (3) Ads delivered LTM June 2026 90% 10% MobileOther Revenue by DeviceQ2 2026 75% 12% 13% NAEuropeRoW Revenue by RegionQ2 2026
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Macro headwinds and heterogeneous market weighing on growth, while EBITDTA remains stable despite one-offs 2930 Q2’25Q2’26 +2% Adj. EBITDA €m 10615237 Q2‘25Q2’26 143+7%LfL1 Revenue €m Revenue Growth impacted by macro headwinds, but margins remain high Q2’25Q2’26 33%40%+7pp Gross Profit MarginImpact from Revenue Recognition FX-1.7% YoYIn Q2’26 Notes: (1) Q1 2025 revenues shown on a comparable like-for-like basis to revised revenue recognition according to IFRS 15
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Number of Software Clients3 94% Q1’25 98% Q2’25 96% Q3’25 99% Q4’25 98% Q1’26 99% Q2’26 100% Q1’25 92% Q2’25 87% Q3’25 92% Q4’25 90% Q1’26 95% Q2’26 We are successfully scaling our clients into large software clientsSolid Customer Growth Coupled with Structural Retention 259 Q2’25 288 Q3’25 310 Q4’25 311 Q1’26 234 Q2’26 -10% Notes: (1) includes demand and supply partners > USD 100k gross revenues per year (2) Q1’24 Net $ Expansion Rate based on Programmatic Exchange Business, since Q2’24 based on total media business, Q4’24 onwards calculated in line with organic growth methodology (3)Number of Software Clients KPI includesCaptify, acardoand Viewento, Total +608 >100k $ +143 1.0671,1402,948 Q4’241,1523,056 Q1’25954 3,079 Q2’25 3,079 Q3’251,124 3,734 Q4’251,135 4,086 Q1’261,159 4,176 Q2’26 Total >100k $ Ad Impressions (billions) Net $ Expansion Rate2 >100k $ Client Retention Rate1
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Continued growth and reaffirmed guidance despite macro pressure and internal optimizationsQ2 2026 Key Commercial Indicators Market Split Remains VisibleWalled gardens continued to grow stronglyPublisher-based open internet under pressureAdvertisers increasingly prioritize measurable outcomes Unified Platform Performing As PlannedPlatform performance significantly ahead of prior yearStronger foundation for H2 revenue accelerationOptimization of tech stack and demand / supply 1 2 Efficiency Measures Support H2Footprint streamlined and personnel optimizedEUR 4.2m one-off costs in Q2At least EUR 8m annualized savings expected Growing Sales and Vertical FocusContinued sales team growth, addressing more customers. Deeper focus on key verticals. Retail/CPG now Germany’s largest in-store Retail Media network. Start of US roll out. Mobile Intelligence Strengthens PositionMobile advertising intelligence core platform layerAI-based product dev. supports targeting / efficiencyADWEEK Tech Stack Award validates product strength 5 6 3 Heterogeneous Vertical DevelopmentGaming and entertainment performed wellTravel, CPG, Automotive, Large Tech more cautiousFIFA World Cup did not provide broad market catalyst 4 Investments Aligned With Market DemandOutcome measurement, AI, Retail Media and expanded sales capacity directly address where advertiser demand is moving. Rebound is taking longer than expected, but strategic direction remains right on point!
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Adspend Adspend Online TimeSpend, US ●Walled Gardens●Open Internet Third-partyMobile Apps(Open Internet)$0.07Walled GardenMobile Apps$0.14 ConnectedTV (CTV)$0.24 TraditionalTV$0.38 Altman Solon Report, 2024 ●Ad Spend per User Hour 31% Online TimeSpend, US 69% Statista, 2023 80% 20% 9 69% of online time. 20% of ad spend. The arbitrage between attention and investment on the open internet is one of the largest budget inefficiencies in advertising today. Solving The Open Internet’s Challenge: Outcome MeasurabilityAd budgets remain heavily skewed toward walled gardens despite the open internet receiving most consumer attention
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10 Vast DataOne of Largest Data Sets in the IndustryCritical Mass Scaled Demand and SupplyUnified PlatformFull StackAd Intelligence Platform Our StrongFoundation for Success: Scale + Platform + Data Superior Targeting & Outcome Measurement Capabilities Verve Demand Side(Advertiser Connection) Verve Data Platform Verve Supply Side(Publisher Connection) AI INTELLIGENCE “Verve has built one of the world’s leading ad intelligence platforms. Building on this unique foundation, we are now taking outcome measurement to an entirely new level.”
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Missing Link betweenOnline Ad Spend and In-Store SaleAround 95% of CPG purchases happen in physical stores, but retail media networks concentrate on their own websites and apps. Fragmented Landscape Prevents Cross-RetailerCampaignsEvery retailer markets only its own inventory. No common standard, spend cannot scale across a fragmented landscape. Lack of Measuring ResultsNo Full FunnelMeasurabilityThe funnel for most retail media campaigns is broken. No full funnel connection between awareness and measured outcome. Source: WARC, eMarketer 2025; Verve Retail Media 11 Sector Specific Focus –Taking Retail Media to a New LevelA High-Growth Market with a Long-Standing Unsolved Challenge Upper Funnel Lower FunnelDisconnect
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12 Verve’s First Measurable Outcome Loop in Retail MediaSofa to Store With Measurable Outcomes >17,000Retail StoresPharmaciesMovie Theaters In-store LiveScreens Gross Contacts >46 m ProvenStore Sales UpliftActiveCPG BrandsLifting Sales with Verve >5,000+9%200+ Receipt and Redemption Data Impact and Preference Signals Improved Targeting, more Redemptions More Data with every additional Campaign
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13 Cross-retailer receipt data feeds an AI layer that reads category dynamics down to the postal-code level, showing exactly where a brand is gaining or losing share. Media spend then defends the regions a brand is losing and presses the ones it is winning. The engine is market-agnostic and is coming to the US. Measuring Targeting Expanding Leveraging existing Receipt and Redemption Data from Stores for Measuring Understanding Where to Target is Key to Achieving the Best Possible Advertising Impact for Brands
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Financials
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Second Quarter Financial HighlightsLfL revenue growth of 6.5% YoY despite homogeneous market growth; profitability impacted by strategic investment phase Notes:(1) Total revenue growth incl. acquisitions and change in revenue recognition,LfL revenue growth calculated on new revenue recognition. +6.5%LfL Revenue Growth+3.5%Organic Revenue Growth adjusted for M&A and FX 292649283021%17%24%20%20% 143152200 142152 LfL RevenueAdj. EBITDALfL Adj. EBITDA marginQ2’25Q3’25Q4’25Q1’26Q2’26 19.8%Adj. EBITDA margin Q2-0.8 ppAdj. EBITDA margin YoY Margins impacted by strategic investments Operational cash flow generation and investments +0.6€mAdj. EBITDA YoY+2.2%Adj. EBITDA YoY Adj. EBITDA impacted by strategic investments +16.1 €mOCF beforeNWC+10.0 €mOCF afterNWC-8.7 €mInvesting Cash Flow Q2 2026 Revenues and Adj. EBITDA1 Q2 2026 Margins and Cash Flows €m
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34%29%29%32%32%33%38%34%43%36%40% 41% Q2Q3Q4Q1 29%33% Gross Profit = Revenues –Purchased Services Notes: (1) Normalized for new revenue recognition and calculated on a Q2 like-for-like basis. Purchased Services = Traffic acquisition, cloud hosting and other revenue related cost. Gross Profit Margin Like-for-Like1 2023202420252026 +6.9%-ptsQ2’26 vs Q2’25 Gross Profit Margin Margin Optimization:Margin remains high at structurally improved level following platform unification. Slight decline stems from stronger focus on strategic partnerships.Publisher ad request optimization: Targeted reduction of low-margin inventory and non-core long-tail ad trafficCloud Cost Optimization:Executed more efficient management of cloud hosting loads and infrastructure costs Structural Improvement in Gross Profit Margin Carries Through to Q2Unified Supply Side platform more cost efficient and better at dynamic margin management, paired with cloud savings -1.0%-ptsQ2’26 vs Q1’26 Gross Profit Margin
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Operating Cash Flow Development1 102 Notes: (1) Operating cash flow defined as in the annual IFRS financial statements, Operating Cash Flow after NWC Back to Strong Normalized LevelsLTM cash conversion improves further in Q2’26, CAPEX up to 80m expected for the full year incl. acquisitions 202320242025LTMMar-2026LTM Jun-2026 57.469.4 115.6137.0115.6 49.3 104.594.2105.399.0 Operating Cash Flow (before NWC)Operating Cash Flow (after NWC) 99928333333 119 4134 82023202420252026E 36 162 84 Estimated Capex 2026E (Maintenance and Expansion)Maintenance CapexExpansion CapexAcquisition Capex * * CAPEX Development 40-45m 74-79 €m €m Acquisition: Hereof 9.9m in deferred payments remaining for Oct 2026 ESTIMATE *Figures not adding up due to rounding
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Cash position was €132.4m at the end of Q2 2026, €14.8m lower than end of Q1 2026Q2 2026 Development in Group Cash Position Securitization facility close to fully utilized and drawn€8.5m one-off tax payment to settle German tax audit 2011–2019 for one of our operating entities Group Cash Position, EURm –Cash movement walk-through 147,2 132,416,1 16,4 Q1’26 cash positionCF from operations before changes in WC 6.1 Net change in WC 8.7 CF frominvesting activitiesCF fromfinancing activitiesQ2’26 cash positionFX effects 0.3-€14.8m €2.7m used for selective buy-back of bonds on favorable terms
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€m 295351 446448462 3.1x 2023 2.4x 2024 3.0x 2025 3.1x LTMMar-2026 3.3x LTMJun-2026Adjusted Leverage RatioNet Interest Bearing Debt 95 2.5x 2023 3.3x 2024 4.3x 2025 4.5x LTMMar-2026 4.4x LTMJun-2026 1471146214221392 Interest Coverage RatioAdj. EBITDA Balancing Growth and Deleveraging Remains a Key Focus Point €m Notes: (1) Adjusted EBITDA includes pro-forma LTM EBITDA for Jun Group (2) Adjusted EBITDA includes pro-forma full year financial proforma performance of Captify, Viewento and Acardo 3.3x net leverage elevated by acquisitions; interest coverage ratio remains at healthy levels Increase from 2024 mainly driven by acquisition-induced debt Adjusted Leverage RatioInterest Coverage Ratio
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Guidance FY 2026
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Reaffirmed Outlook for 2026Sales team ramp-up resulting in 'front-loaded' investment phase in H1 Disclaimer: Statements in the Investor Presentation, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors as they relate to events and depend on circumstances that will or may occur in the future, whether or not outside the control of the Company. No assurance is given that such forward-looking statements will prove to be correct. FY 2025 ActualsFY 2026Guidance Revenue (like-for-like) (in €m) 602 680 –730 Adj. EBITDA (in €m) 134 145 -175 As exact timing of 'sales-productivity inflection point' is difficult to forecast with quarterly precision,a wider guidance range with a robust margin of safety hasintentionally been establishedGuidancebased on USD/EUR exchange rate of 0.851 (as of 31 December 2025) excludingeffects from potential future M&Atransactions and related transactioncosts.
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22 Search & Conversational Intent Further Expansion and Improvement of our Data LakesSales Force ExpansionContinue ScalingDemand and SupplyAI and Scaling Further Improvement ofAd Intelligent Platform Outcome MeasurementContinuing Building Closed Loop Measuring SolutionsRevenue Ramp-upExpansion of Retail Media Network in GER and the USLeaner Structures & SEC ReadinessOperational Efficiency and HQ Relocation to Ireland Our Tasks Ahead -Building on a Strong Position to Drive Further GrowthExpanding our Strengths and Building New Ones
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© 2026 Verve Group, Inc. Got Questions?If you have any questions, please contact:Ingo Middelmenne ingo.middelmenne@verve.com