Shareholder Letter

Dear Shareholders,

We stand at the beginning of a new era for our company. I am proud, excited and very optimistic about the future of Verve. Reflecting on our journey over the past few years, it is evident that our strategic decision to structurally invest in media and programmatic advertising has positioned us for exceptional growth and success. In the following paragraphs I will share with you the critical milestones we have already achieved and the promising path that lies ahead.

A Strategic Vision Realized

Over the past five years, we have diligently built the foundation of our company, navigating through various challenges as well as opportunities with resilience and determination. Today, I am proud to announce that we are entering a new phase in which we will increasingly reap the rewards not only of our hard work, but also of our forward-looking strategic decisions. Our organic growth of 21% in the first quarter is a testament to the robust company we have created. ​ Verve is now one of the top performers in the media sector and has a much better and more sustainable growth profile compared to the Games company we were 5 years ago. In addition, the acquisition of Jun Group has closed an important gap in our platform by adding substantial demand side capabilities. This combination has structurally improved our financial situation resulting in a significant increase in profitability, free cash flow, and an immediate reduction of our leverage ratio to 2.4x (2.8x including deferred payment); our strong free cash flow is now big enough to further deleverage the company in the upcoming periods.

Remarkable Financial Growth

Since 2021, we have significantly improved our EBITDA by circa 420% from €29 million in 2021 to pro-forma €150 million today – a 5 times increase over this period. In the same period, we increased our EBITDA margin from 21% in 2021 to 34%. Our recent acquisition of Jun Group further amplifies our success, allowing us to lift our mid-term financial targets to 25-30% revenue CAGR, 30-35% EBITDA margin, 20-25% EBIT Margin and a target leverage of 1.5x – 2.5x. This substantial growth reflects our operational excellence and our unwavering commitment to our strategic vision.

Addressing Capital Market Concerns

Our fast growth required capital, leading us to make capital increases and bond issues. In the last years when rates went up and the markets became more skeptical towards leveraged companies our debt profile was on the high side from a public investors viewpoint. While the indebtedness has always remained very manageable, we have been focusing on delivering debt reduction via organic growth which has resulted in a reduction from the peak in mid-2022 of 3.6x to 3.1x in 2023. Now, with the acquisition of Jun and the equity increase thereafter, we have effectively addressed these concerns. As our updated mid-term financial targets with a leverage of 1.5x to 2.5x indicate, our debt ratio will further improve. Moving forward, we are committed to operating with much lower leverage, now that we have achieved critical mass in our business. In parallel we have also reduced the potential earn-outs from €112 million in 2022 to a maximum of €27 million, €12 million of which can be paid in equity or cash. We have also built enough working capital to continue to grow our media business.

Strengthening Financial Health

Following the acquisition of Jun Group, Verve will materially enhance its quality of earnings. The cash EBITDA of Jun exceeds 93%, and our combined cash EBITDA is projected to reach above 80%, a significant improvement. Additionally, we anticipate refinancing of our debt at more favorable terms, potentially saving at least €10 million in annual interest costs. These improvements will boost our cash conversion significantly.

A Strong Strategic Position, ‘Let's Make Media Better’

Over the past years, we have invested in our vision of ‘Let's Make Media Better‘; building a vertically integrated, multichannel programmatic ad-platform based on our investments in AI and data. The results are highly efficient and effective, improving the results of publishers as well as of brands and agencies. With our investments in contextual targeting with AI based solutions (e.g. Moments.AI and ATOM) and our focus on emerging channels, we also differentiate the company and enable much faster growth with increasing margins.

Positioned for Continued Success

We have been able to achieve all of this despite the investment and cost pressure that we encountered during our building period. We also successfully managed our way through a plethora of challenges, such as the pandemic, the outbreak of war in Ukraine, a large spike in inflation and higher interest rates which led to a reduction in corporate advertising budgets. We prudently adapted our cost base to offset this difficult period. ​ As a result, we are now stronger and leaner than ever before and remain very optimistic that harvesting what we have created will be very rewarding for both Verve and its shareholders.

Looking Ahead

This all shows that we have now approached a different operating level which makes Verve a much stronger company. ​ In addition, we now have much more favorable credit metrics. Our quality of earnings improved significantly, and our market positioning and technology advances gives us the comfort that in the coming years our newly created platform will continue to be able to grow at very attractive rates and generate a high incremental free cash flow. ​ We expect to approach well above €200 million EBITDA in a few years.

Our growth journey has only begun, and we are looking forward to delivering a successful integration of Jun Group and the ongoing win of market share and size.

Thank you for your continued support.

Sincerely,

Remco Westermann

CEO, Verve