Good afternoon, and welcome to the Team Internet Group PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen-only mode. I'd now like to hand you over to Iain McDonald, Chairman. Good afternoon, sir. Thank you. Welcome to everybody. I'd like to welcome shareholders who are participating electronically, as well as those present in person here today to our 2026 AGM of Team Internet Group PLC. I'm Iain McDonald, and I'm the chairman of Team Internet. As it's now just after 3:00 P.M. and we have a quorum, I will declare the meeting open. A few practicalities, just to mention a few housekeeping points. We're not expecting any fire alarms during the meeting. Make sure your phones are off or switched to silent mode. We don't allow photographs to be taken or the meeting to be recorded or transmitted. I'm pleased to inform you that the meeting today is being live-streamed so that shareholders and other stakeholders who can't be present can view us in real time or on the Investor Meet Company platform. I'll introduce the board. As I said earlier, I'm Iain McDonald. I'm the chairman of the board, and I sit on the Audit and Risk Committee. We have with us Michael Riedl, who's our CEO, and attends board committee meetings by invitation. Billy Green, who's our CFO, and attends the Audit and Risk Committee meetings also by invitation. Dialed in, we have Marie Holive, who's a non-executive director, chairs our Audit and Risk Committee, and sits on the Remuneration and Nomination Committee. Max Royde, who's a non-executive director and chairs the Remuneration and Nomination Committee. Horst Siffrin, who's a non-executive director and sits on the Remuneration and Nomination Committee. I have apologies from Sam Dayani, who's a non-executive director. He sits on the Remuneration and Nomination Committee. Also Claire MacLellan, who's a non-executive director and sits on Audit and Risk as well. I should make a note here, actually, at this point that we announced in our RNS today that Claire will be stepping down from the board for personal reasons. I'd just actually like to formally minute the board's thanks for all the great work that Claire's done for us in the past few years and to wish her all the very best for the future. Before starting the formal proceedings, I'd like to ask Michael Riedl, our CEO, to present his review of the company's performance during the year, followed by an opportunity for shareholders to ask questions before the resolutions are formally put to the meeting. Over to you, Michael. Thank you, Iain, and let's jump straight in. 2025, as you will all remember, was a year of major change. At the end of this change, the vast majority of the group earnings now come from businesses that are unaffected by the transition in Search, which has materially improved the quality of earnings. Our domain identity and software division that is deriving recurring revenues from digital identity infrastructure, serving consumers and enterprises likewise, has generated about $195 million of revenue, increased its net revenue, so that's a proxy for gross profit, to almost $76 million, and has ended the year with a record profit of more than $21 million of EBITDA contribution. Our Comparison business, where we are operating AI-powered consumer decision platforms, helping users to discover and compare products and services, has grown to about $65 million of commission income, generating about $21 million of net revenue from it, and ending the year with $12 million of EBITDA, partially impacted by our investments into growing the business outside of its German-speaking home market. These two businesses together, as you can see from the green font and white font boxes in the corners of these images, together produce about 79% of the group's EBITDA and about 70% of the group's net revenue. Moving on to Search. In Search, we acquire and analyze consumer intent across search, social media, and direct navigation platforms and monetize it with our Google partnership under the Related Search on Content program. In this business, as you know, we had to transition the change from the former program, AdSense for Domains, to the new program, Related Search on Content. However, we still ended the year with $222 million of revenue, about $40 million of net revenue, and $9 million of EBITDA. If we add this all together. I'm running this slide myself. If you add this all together, the group delivered $482 million of gross revenue in the last year. Given that the gross margin has improved, we still derived $136 million of net revenue from it and delivered around $43 million of EBITDA. Despite the challenges, we still generated more than $0.09 of adjusted EPS and lowered the net debt by 9%. Had an operating cash flow of a total of $66 million. Speaking of this, in the last year, we achieved a record cash conversion ratio of 155% of the adjusted EBITDA, which has helped us that despite the transition we had to go through in the course of the year. We have finally arrived at a lower net debt basis than in the year prior. 2025 is now materially behind us, so with the conclusion of the AGM today, we can call 2025 closed. Let's look forward to what the future holds. The very positive momentum in DIS and Comparison continues. We've already generated more than $140 million of net revenue just in the first half of the year, and almost $14 million of EBITDA in DIS just within the first six months of the year. However, while the numbers are still slightly lower, the growth of Comparison is even more fascinating. $33 million of gross revenue. Net revenue increasing to $12.4 million just in the first six months of the year, also delivering $8.4 million of adjusted EBITDA, which is an increase of more than 50% compared to the first half of the last year. In Search, where the transition from AdSense for Domains to RSOC is now final. The last day of the AdSense for Domains program was the 10th of February this year. Materially, all revenues are derived from post-transition revenue streams, which already delivered $48 million in gross revenue, around $8 million in net revenue. Given that we are still going through or have been going through adjusting the cost structure to bring it in line with the new revenue prospects, we still recorded a small loss. However, the important thing is that by June, the Search division has already been turned around and is now generating profit going forward. With the momentum in DIS and Comparison continuing, and Search now finally having found an inflection point to return to positive and profitable growth, we are very excited about the second half of this year. Here is the sum of the three segments. Almost $180 million of gross revenue, $61 million of net revenue. The adjusted EBITDA already higher than in the second half of last year. Don't forget that in our pattern, the second half of the year is normally the more profitable one, so we would expect that H2 will be materially more profitable than the first half of the year, which clearly guides us towards reaching the EBITDA consensus for the year. On the balance sheet, it's worthwhile noting that we've used the leverage on interest-bearing debt in the last year to also clean up the current liability positions of the company, in particular, taxes, that have accrued on the record profits that we generated in the years 2022 to 2024. For the second half of the year, we expect a cash conversion very much in line with our typical rate, somewhere around 100%. As we guided in the RNS this morning, we expect that we are on a good track to meet the net debt targets in the analyst consensus. Given the impact on the short-term net debt figure, the most important items were, as I mentioned, the scheduled settlement of corporate tax for which we had already, in other years, set money aside and earmarked it to settle these payments. A registry customer who has hardly generated any profits for us and did not renew the contract this year, also led to the fact that we now carry much less current liabilities on our balance sheet, giving us a better current ratio in your financial analysis. What's next? DIS remains a resilient long-duration core business. Comparison continues to broaden and grow strongly. You've just seen the 50% or 54% EBITDA growth in the first half of the year. Search has returned to profit, showing the high quality of the new business that we've built. With the group earnings typically weighed towards the second half of the year, the board is confident of a stronger second half performance and return to year-on-year growth also in the second half of 2026. The strategic review is progressing. We are continuing conversations with selected parties, and given the strong performance of DIS, we approach this process from a position of strength and will engage at the right time, and expect that we will have news for the market at or before our interim reporting date, which we've now scheduled for the 7th of September this year. That for the trading update. Before we come to the resolutions, we've received a few questions. Shall I act as quarterback on the questions, Michael? Because I think some of them I should take, and then other ones I can kind of fire off to you and/or Billy. How's that? Thank you. Yes. Okay. I'll take the questions here that we've had in online, and I believe then there's an opportunity for anyone who might be present in the room or people who haven't put a question into the chat yet to do that. I'm going to start off with a question from Luke B. Thanks very much for your question, Luke. The question is, any timeframe on an update with regards to the antitrust claim? I think I'll probably answer that because I think the short answer is no. To set some expectations, this is going to be a slow burn. It will take a long time. We believe that we have a very strong case, needless to say, and the recent case of the Klarna-owned business, PriceRunner, that had a judgment in its favor augurs well for our claim, albeit not a direct read-through because it was given as a judgment in Stockholm, I believe. Look, think in terms of years rather than months. No doubt there will be appeals following any judgments. These things do tend to take a lot of time. It's a very material item potentially for the business, and therefore the board's taken the decision that it's the right thing to pursue it. Hopefully that answers your question, Luke. Second question is from Michael H. Thanks for your question, Michael. In fact, you've got a couple, let's take the first one. I think that we've answered this one already, the question is: Would you kindly explain the moving parts behind the significant increase in net debt and the expected unwind in H2? Billy, why don't you just kind of tidy up this particular question? I think we covered it to a certain extent, just to give Michael a bit of comfort on that, do you want to just explain why that number came out a little bit higher than we might have expected? Yes, certainly. In respect of the increase in the first half of the year, two factors driving it, both of which relate to settlement of outstanding working capital positions. We've flagged for quite some time now that we had outstanding tax that hadn't been assessed in respect of previous year's record profits from 2022 to 2024. We knew that that tax, which had been accrued in the correct years, would be paid at some point. The tax now having been assessed, we then have paid that tax out, it's reduced current liabilities accordingly. The other factor was the non-renewal of one particular registry customer, which, as Michael indicated, wasn't particularly impactful on profitability, it has led to a working capital deterioration. They are both non-recurring increases in net debt. Every month that goes by in the normal course of business, we generate cash- Yeah particularly from the DIS and Comparison segments. Now that the Search segment has returned to profitability in June, that will also be cash generative. As we naturally generate cash each month over the second half of the year, we're still confident that by the end of the year, net debt will be back down to a level in line with the consensus. At the same time, with a much lower level of current liabilities. Yes. Yeah. Okay. Hopefully that answers that particular question, Michael. Second question from Michael H. is: Would you please elaborate further and provide some color on the trajectory of the Search division and the international expansion of Comparison in H2 FY 2026 into FY 2027? I think I'll throw that one your way, Michael. Yes. Thank you. In the second half of 2025, we still had material revenues from AdSense for Domains, even though it was a quickly declining revenue stream. Today as we speak, there is not a single dollar from this revenue stream anymore, all the revenues that you see are coming from next generation revenue products that we've built. They've been scaling strongly in terms of gross revenue. Gross margins on these products are also improving. The cost base has been brought in line with the new revenue realities, that's why we are now positive to deliver a profitable second half for the Search division as well, just like we did for the other two divisions. In terms of international expansion, given where the group currently is in terms of total performance, we've been focusing the international expansion on the markets where we've seen the highest ROI, in particular in France. As you will see in the interim report that we just announced will be on the 7th of September, you will still see, despite more focus on the internationalization efforts, that the total percentage of international revenues has been growing further against the already higher revenues for the business as a whole. In particular, France is developing very favorably, showing 700% year-on-year growth compared to last year. We will cast a bit more detail on this in the roadshow following the 7th of September. Okay. I think that should cover it. If there's any further elaboration you require, feel free to put it in the chat. We now have a question from Michael R. I think this is definitely one for me. The question is, there have been several strategic errors over the past few years, leverage, Shinez, and foresights of the AFD changes that have been value destructive. Why should we as shareholders trust this management team are the right people to lead the business into the future? Look, a degree of understandable frustration in that question, believe me, the board feel it as much as all shareholders, very material shareholders. I think in terms of leverage, look, I guess, we got a strong desire from our shareholders to see cash coming back. At the time, the business was highly profitable and cash generative and could afford to give that money back. I guess with 2020 hindsight, I understand the point, possibly we wouldn't have let leverage go so high. Actually, I think given the profitability of the business and its fundamental cash generation, I don't foresee any issues from a leverage perspective. We'll bring the net debt down in the second half, the reasons that Billy mentioned. We have good support from our banks. We've recently renewed our banking, as you'll know. I think that's a big vote of confidence. Just in terms of the other points that have come in there about Shinez, look, very difficult. Our view is a fraud took place from the vendors, and we're pursuing them. Very difficult to foresee that kind of thing. In terms of the foresights of the AFD changes, I mean, look, I think the management team did foresee that, we're already changing the model of the business towards the new RSOC model. I think what maybe caught everybody by surprise in the market was the sudden out of the blue change in policy from Google. That definitely came earlier than we'd expected. What I would say is that really in that space now, we're very much last man standing. The management team have moved very aggressively to take cost out. We've changed the model. Actually, as you've heard earlier, that business is now profitable again. That really was no mean feat. We had to move extremely quickly, and most people in that market have given up the ghost and have exited. Look, let's see, going forward, obviously it is a market that can be volatile. We know that Google obviously dominate that market and control that market. We believe we've got a good relationship with Google, we've got a good market position now, and we've got a good product. Also we've got a cost base appropriate to the size of the business, which we're deploying AI technology all across it to kind of take that variable labor cost out. I think, look, in terms of your general point about is this the right management team to run the business, I guess there comes a point when we as a board have to just take our best view on what's the best thing for the business. I happen to believe that we've got an excellent management team. I've seen how they've reacted and pivoted in incredibly difficult market conditions. Yeah, one or two pieces of M&A haven't gone our way. The Search business just chucked off cash for years. That was a decision taken by this management team. Even though it suffered a decline in profitability, that was a lot of cash that came into the business. Yeah, look, the board fully support our management team. If you kind of look at the businesses that we have now, all profitable, all heading in the right direction. Yeah, look, it's been a difficult year for all of us, a difficult 18 months for all of us, but I very much believe that we've got the right team going forward. Hopefully that answers your question, Matthew. Look, thanks for your support. We appreciate it. Another question from Chris A. Thanks for your question, Chris. This one is, AIM has consistently failed to value TIG appropriately, which has clearly impacted shareholder value. Given that many members of the board are economically aligned with shareholders, does the board have a long-term view on whether a move to the main market would better support valuation liquidity? What milestones would need to be in place before such a transition could be considered? Look, I'll take that one. Obviously in my day job, I'm managing a fund, I guess I've got some views on this. Quite right. The AIM market has been really difficult. That market has seen substantial outflows. Look, I don't think it helps that our kind of government doesn't support the U.K. stock market by encouraging pension funds to invest more money in U.K. equities. Look, is it an AIM problem or a London problem? Probably a bit of both. Would a move to the main market help? In my opinion, no, not right now. I don't think we're big enough. Look, maybe that will change in due course. As you know, we're assessing structural options for the business right now. Are we likely to move from AIM to the main market? Not in the next 12 months. No, I really don't see that. There are quite material costs associated with the move from AIM to the main market. Look, I invest in AIM stocks and in listed stocks, look, quite frankly, I don't necessarily notice a valuation gap for a like-for-like business on AIM versus main market. I think London in general has got just structural market problems to address. I'm not sure it's necessarily an AIM problem, although AIM's been really, really difficult. Look, again, the point is that we have a very low rating, I think for the quality of business that we've got. Very fair point. The team work exceptionally hard in trying to market this business to investors and will continue to do so. Hopefully that answers your question, Chris. If not, pop it in the chat. A similar-ish question from Eduardo. Maybe I've addressed some of the points already. Thanks for your question, Eduardo. In this morning's update, you mentioned that the board is evaluating the structure of any potential transaction. Without commenting in any specific discussion, what structural options are you weighing in principle? For example, a sale of DIS versus a transaction involving the wider group, cash versus part consideration in stock, how do you view the alternatives that affect your thinking on maximizing value per share? I'll take this one, Eduardo. Obviously, I've got to be super careful what I say. As you can imagine, we're kind of tied up in knots when it comes to speaking about the deal. Really, all we can do is reiterate what we've said in public. Look, as we've said before, we received approaches for our DIS business from a number of different parties, some of them trade, some of them financial. We're in the fortunate position of having a brilliant business that's highly profitable. We would only consider a sale of that business if we think that that's the right thing to do for the business to deleverage and/or be able to hand cash back to shareholders. We've got to weigh that up against the asset that we're selling, which is profitable, and it's got a good market position. In terms of different structures, look, the kind of structures that have been proposed to us involve selling the business for cash. Will we sell the business for cash? That completely depends on what those offers end up being. Now, obviously, we have a ballpark where we think a deal could happen. We will see. Like I said, we're in the brilliant position of actually the profitability of that business during the process has gone up. The financial position of the business has got stronger because we've extended our banking deal. Look, Eduardo, I don't think I can add more to that, really. We will only sell that business if we think it's value enhancing, clearly. I do think that we've got a brilliant rump of the business, particularly in our Comparison, which is a fantastic business, growing super quickly and should be highly rated. Look, again, to kind of chime in on the previous question, that is obviously challenging for small cap companies on AIM in London. Hopefully that answers your question, Eduardo. Again, thanks for your support of the business. At the moment, I don't have any other questions in the chat. I don't know if there are questions in the room or anyone else wants to ask any. Okay. I'll consider that bit of the meeting done then. Thanks for your questions. On to the formal proceedings. Notice of the AGM, together with explanatory notes, was posted to shareholders on the 30th of June 2026. Accordingly, the requisite notice of the meeting has been given. I propose that, therefore, with your consent, the notice of the meeting should be taken as read. Is that agreed? Okay, thank you. Voting procedures. To accurately reflect the views of shareholders of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as best practice, as it gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded in proportions of the number of shares they hold. I'm appointing Maria Abraham from MUFG Corporate Markets, the company's registrar, to act as scrutineers. Summary of each resolution will be shown on the screen before I put each resolution to the vote. As it will take some time to complete the poll procedure, the results of voting, including the proxy votes on each of the resolutions, will be announced through our Regulatory Information Service and published on our website as soon as reasonably practicable. When you registered before the meeting today, each shareholder, proxy, and corporate representative will have been issued with a poll card. If there is anyone who thinks they should have a poll card but doesn't, please raise your hand and our registrars will attend to you. I should mention for those shareholders who have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their vote. You have three options for each resolution. You can vote for the proposed resolution, against the resolution, or you may abstain. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against the resolution. For those it applies to, will you please complete your poll card by ticking the appropriate box next to the relevant resolution, depending on how you wish to cast your vote. Once all votes have been taken on the resolutions, please would you sign the poll card and hand it to our registrars. Should you require any further assistance, our registrars or the CoSec will be happy to assist you. Okay, let's move on to the resolutions. I'll formally propose each of these to the meeting. The full text of the resolution is in the notice of the meeting, and you've had a copy of that. Resolutions one to six are ordinary resolutions. They require a simple majority. Resolutions seven and eight are special resolutions, which, to be passed, require a majority of 75% to vote in favor of the resolution. Okay, the first resolution is to receive and adopt the annual report and accounts for the year ended 2025. I now propose that the annual report and accounts for the year ended 2025 be received and adopted. As I explained, to vote, would you please tick the appropriate box on your poll card to vote for the resolution or against the resolution, or you may withhold your vote. Thank you. Will you please vote now? Okay, that poll is closed. Resolution to approve the annual report on directors' remuneration. That report can be found on pages 73 to 78 of our report and accounts. I now propose that the directors' remuneration, as set out in the annual report and accounts for the financial year 2025, be approved. Will you please vote now? Okay, poll closed. Resolutions three to five concern the re-election of myself, Billy Green, and Sam Dayani, each of whom retires in accordance with the articles of association and, being eligible, offer themselves for re-election at this AGM. The board is recommending that each director be re-elected as a director. I now propose that Iain McDonald, myself, be re-elected as a director. Please vote now. Okay, poll closed. I now propose that Billy Green be re-elected as a director. Please vote now. Poll closed. I now propose that Sam Dayani be re-elected as a director. Please vote now. Okay, poll closed. Now onto resolution six. That's the authority to issue shares. Before the directors are able to issue shares, they must first be authorized by shareholders to do so. In keeping with market practice and the guidelines established by organizations representing institutional shareholders, the maximum number of shares that may be allotted under this authority is limited to 1/3 of the present issued share capital, which equates to 81.983 million ordinary shares. The authority will expire at next year's AGM or 15 months after passing this resolution, whichever is the earlier. A more detailed explanation of this resolution is set out in the notice of the meeting. I propose that directors be authorized to allot shares in accordance with the terms set out in the resolution. Will you please vote now? Okay, poll closed. Resolution seven will give the directors authority to allot shares for cash, including the reissue of shares held in treasury, without first offering them to existing shareholders in proportion to their existing holding of shares, in keeping with market practice and institutional guidelines. The number of shares to which this proposed authority relates is limited to 10% of the current issued share capital. That authority expires at next year's AGM or 15 months after passing this resolution, whichever is earlier. Again, more detailed explanation is in the notice of the meeting. I now propose that directors be authorized to disapply the statutory preemption provisions in accordance with this resolution. As this is a special resolution, a 75% majority will be required. Will you please vote now? Okay, poll closed. Resolution eight is to authorize the company to purchase some of its own ordinary shares on such terms and in such manner as the directors may, from time to time, determine. The authority sought limits the maximum number of shares purchased to 24.594 million. The minimum and maximum prices that may be paid for the shares are set out in the resolution. I would like to emphasize that directors would only purchase shares in the market if they're satisfied that any such purchase is in the best interest of shareholders and could be reasonably expected to result in an increase in earnings per share. The authority will expire at next year's AGM or 15 months after passing this resolution, whichever is the earlier. Again, more detailed explanation is in the notice of the meeting. Again, it's a special resolution, requires a 75% majority. I propose that the company be authorized to purchase its own shares. Please vote now. Poll closed. Concluding remarks. I think we're through all the resolutions. That concludes the business of the meeting. Thanks very much for attending. Thanks very much for your interest. Thanks very much for your support of the business. We very much value that. We'll announce the results of the meeting on the RNS and on our website as soon as we possibly can. Before we go, anybody got any more questions that they want to ask? I think we've hopefully covered it. I don't know if anyone in the room is there. On the basis that there don't appear to be any more questions, once again, I thank you all for your support and attendance and wish you a very good day. That's great. Thank you for updating attendees today. On behalf of the board, we'd like to thank you for attending today's annual general meeting, and good afternoon to you all.
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