391200UIIWMXRLGARB95-2025-12-31-1-en.xhtml

Annual and

Sustainability Report

2025

Let's make media better

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report of

Verve Group SE’s statutory sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Introduction

What we do

Verve is a rapidly scaling, AI-driven, mobile-first

advertising intelligence company. We specialize in

solutions that connect advertisers seeking measurable

business outcomes with publishers monetizing their

premium content and first-party data. Guided by our

mission, ‘Let’s make media better,’ Verve focuses on

delivering trusted outcomes at scale for its partners,

with a strong emphasis on ID-based and ID-less data

combined with the disruptive power of AI.

Our mission – Let’s make media better

We believe digital advertising must create sustainable

value for advertisers, publishers and consumers

alike. Better media means trusted environments,

outside the walled gardens, offering relevant

experiences and measurable business outcomes

delivered responsibly and at scale.

What sets us apart

For over a decade, digital advertising relied on

persistent identifiers and intrusive tracking. Today,

platform shifts and global regulations are about to

permanently dismantle this model.

Verve anticipated this transformation years ago.

Alongside the declining reliance on ‘who someone

is’ (Identity), Verve has focused on gaining access

to data and building solutions for ‘what someone

wants’ (Intent). This shift from identifier-based

tracking to signal intelligence is core to our strategy.

Verve’s competitive strength lies in the combination

of access to ad-supply at scale with embedded

signal access, an ID-independent architecture,

integrated artificial intelligence, and extensive

advertising demand:

• Leading Mobile In-App ad-supply position:

through proprietary SDK (software development

kit) integrations across thousands of in-app

environments we have build one of the largest

In-App inventory sources in the market. Based

on our deep integrations we operate close to

the primary source of mobile signal generation.

This embedded infrastructure provides durable

access to high-fidelity, privacy-safe signals and

creates long-term partnerships within the supply

ecosystem.

• Best in Class Combination of ID-based and ID-

less Data: Verve’s platform was designed to

operate independently of persistent identifiers.

With early investments in on-device intelligence

and cohort-based optimization, we built predictive

systems calibrated for aggregated and proba-

bilistic environments from the outset. By com-

bining in-app signals, independent search-intent

intelligence, and consent-based zero-party data

with emerging AI-driven prompt signals, we are

continuously evolving this foundation with the

aim to drive measurable outcomes at scale.

• Highly Performant and Scalable Platform:

Verve has built a strong platform that handles

ad-matches extremely fast at scale, with the

capability to handle well over 1 bn ad-requests

per day with a full cycle from ad-request to

ad-placement of below 100 milliseconds. With

extensive product and developer skills, Verve has

also proven the capability to integrate platforms

of companies that were acquired as well as

invest successfully in product innovation.

Strategic use of AI and AI tools is a key focus.

Our capabilities enable us to deliver performance

that is resilient, privacy-aligned and structurally

positioned for the next phase of digital advertising.

*As of Q4’2025, software clients with >$100k revenue / year

**Ads delivered full year 2025

Revenue by

Region Q4 2025

76%

12%

North America Europe Rest of the World

1,100+

Large Software Clients*

200M+

Connected TV Screens

65k+

Mobile app integrations

2.5B+

End Consumer Reach

1.1 Trillion

Ad impressions**

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

2025 in Brief

• Reported Revenue* amounted to 601.8 €m (FY 2024: 555.2

€m), an increase of 8%. Adjusted for FX and divestments the

Organic Revenue Growth amounted to 2% in 2025. Revenue

development was temporarily impacted by the platform

unification. While this strategic transformation created short-

term headwinds, it establishes a more efficient, scalable and

innovation-ready architecture expected to support stronger

growth and operating leverage going forward. Additionally,

revenue was significantly impacted by foreign exchange

headwinds from the USD.

• Adjusted EBITDA remained stable at 134.4 €m (FY 2024:

133.2 €m), reflecting a 68% YoY increase in sales expansion

investments alongside the strategic unification of our plat-

forms.

• The Group demonstrated accelerated momentum in Q4

following the successful completion of the platform unification.

We concluded the year with strong revenue growth and an

increasing gross margin of 44%, underlining the robust

operational foundation of our underlying business.

• Verve made targeted growth investments through the

acquisitions of Viewento GmbH, Captify Technologies, and

Acardo Group AG. These deals significantly expanded our

sales force and proprietary data assets - specifically in onsite

search and intent capabilities -while strengthening our foot-

print across Europe and the United States. The integration of

these entities is progressing well, with all three companies

performing strongly and contributing positively to the

Group’s momentum.

• Capital Structure: Verve significantly strengthened its

balance sheet by placing 500 €m in new senior unsecured

bonds, redeeming higher-interest legacy debt early. This

materially reduced future interest expenses and increased

our interest coverage ratio to 4.3x. Additionally, a capital

increase enhanced resilience and provided funding capacity

for further growth.

• Capital Markets Positioning: Verve completed an uplisting to

the Regulated Market of the Frankfurt Stock Exchange and

achieved inclusion in the SDAX index, significantly increasing

visibility among institutional investors and enhancing trading

liquidity.

*Revenues prior to Q3 2025 here shown on a comparable like-for-like basis to revised revenue recognition according to IFRS 15. Further information regarding the revenue

recognition effect can be found on page 17 in the financial statements of this Annual Report.

602 €m

Revenues*

134 €m

Adj. EBITDA

Organic Growth

+1,000

Employees

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Letter of the CEO

Dear Investors,

2025 was a defining year in our company’s history. When I look

back at the past twelve months, they were characterized by a

substantial execution effort to reach a milestone that funda-

mentally reshapes Verve’s future: the successful unification of

our technology platforms. Today, I am pleased to report that this

transformative phase is complete. Its impact is clearly reflected

in our performance, particularly in the final quarter, which

demonstrated a significant acceleration in top-line growth and

a marked expansion in our profit margins.

A Year of Strategic Transformation and Resilience

Overall, we can look back at a very successful 2025. Beyond the

platform unification, we achieved significant product advance-

ments, a massive build-up of our sales organization, and the

accretive acquisitions of Acardo, Captify and Viewento. While

our underlying operational performance was strong, our full-

year revenue of 551 €m

was near the lower end of our guidance,

primarily due to the temporary impact of the unification phase

and significant USD headwinds. At the same time, adjusted

EBITDA of 134 €m landed solidly above the mid-point of our

guidance, highlighting the inherent strength and profitability of

our business model.

Financial Strength and Capital Markets Maturity

In addition to operational milestones, we significantly strengthened

our capital structure in 2025. By successfully placing 500 €m

in new senior unsecured bonds to refinance higher-interest

legacy debt, we optimized our financing costs and extended

our maturity profile. Combined with a strategic capital increase,

these measures have enhanced our financial flexibility, ensuring

that Verve can capitalize on its business momentum while

maintaining a disciplined financial profile.

1) Excluding revenue recognition effect

This resilience allows us to remain agile in a shifting macro-

economic environment, keeping us on track to execute our

strategy in 2026 and deliver long-term value. Our uplisting to

the Regulated Market and inclusion in the SDAX index further

underscore Verve’s growing visibility and maturity in the global

capital markets.

Outlook 2026: Building a Scalable Sales Engine

The Management Board expects a moderate to slightly positive

market environment for the 2026 fiscal year in our core U.S.

market. Based on weighted assumptions regarding the key

drivers of market development, we anticipate market growth in

a range of 7–9% for the relevant segments.

Following the strong momentum in the fourth quarter of 2025

and our ongoing investments, we expect this positive opera-

tional trend to continue. Revenue development will follow our

industry’s typical seasonality, starting slower in the first quarter

and building progressively throughout the year.

We see significant potential for further market share gains,

supported by the enhanced performance of our unified tech-

nology platform. With a full-stack offering, a premium supply

position, and our market-leading ID-less technology, we possess

a high-performance infrastructure that is second to none. Building

on this foundation, we have launched a major strategic push on

the demand side, complemented by the recent launch of ‘Verve

for Advertisers’ and the successful integration of Acardo and

Captify.

To fuel this trajectory, we are investing 10 €m into the continued

expansion of our global sales force. While the costs for these

hires are incurred immediately, the typical ramp-up period for

sales talent is 9 to 15 months. This creates a temporary timing

mismatch in the first half of 2026, where investment precedes

revenue. We therefore anticipate a ‘front-loaded’ investment

phase in Q1 and Q2. As these sales cohorts reach full produc-

tivity, we expect momentum to shift significantly in the second

half of 2026 and into 2027.

We enter 2026 with

a strong platform,

a scalable operating

setup, and clear

strategic priorities

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

On a prudent and disciplined basis, the Company expects:

• Revenue: 680 €m - 730 €m

• Adjusted EBITDA: 145 €m - 175 €m

As the exact timing of the “sales-productivity inflection point” is

difficult to predict with quarterly precision, we have established

a wider guidance range with a robust margin of safety. This

is not a sign of stagnation, but of a disciplined transition. We

are utilizing our post-unification efficiency to build a powerful,

scalable sales engine that will drive significantly higher growth

from late 2026 onwards.

We enter 2026 with a strong platform, a scalable operating

setup, and clear strategic priorities. I would like to thank our

employees for their extraordinary commitment, as well as our

shareholders, customers, and partners for their continued trust

and support.

Closing Thoughts

The resilience and tireless spirit of our global team were the

true drivers behind this year’s transformation. I would like to

thank our employees for their extraordinary commitment during

this intense unification phase, as well as our shareholders,

customers, and partners for their continued trust. We are faster,

leaner, and more focused than ever before.

Sincerely,

Remco Westermann,

CEO

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Letter of the Chairman

Dear shareholders,

2025 was an important year in Verve’s development. It was a

year of continued growth, disciplined strategic execution and

meaningful progress in strengthening the foundations of the

Group for the long term.

Digital advertising is evolving structurally. Higher privacy stand-

ards, increasing media fragmentation, the fast improvements of

AI tools and technology and rising expectations for measurable

performance are reshaping how competitive advantage is created.

In this environment, success depends on resilient technology,

integrated platforms and the ability to translate intelligence into

durable outcomes.

Verve’s strategy reflects this reality.

Strategic Progress and Disciplined Expansion

In 2025, we set important strategic priorities. On the supply

side, the unification of our platform not only enabled more

efficient operations but also laid the foundation for faster inno-

vation cycles. This positions us to unlock further value from our

deep publisher integrations. Our focus is to create even greater

value for publishers by leveraging their signals more predictively

to drive stronger outcomes than ever before - increasingly less

reliant on identifiers.

While the platform unification had a noticeable temporary impact

on our financial performance in 2025, we are confident that it will

generate meaningful benefits in the medium and long term.

On the demand side, we continued our expansion - organically

through salesforce expansion and strategic partnerships, and

inorganically through the acquisitions of Captify and Acardo.

With Captify, we not only strengthened our advertiser relation-

ships but also acquired a highly valuable data asset, enabling

us to leverage search-intent signals and, going forward,

prompt-intent signals.

In a market shifting from identity-based tracking toward predictive

intelligence, this represents a strategically important asset.

With Acardo, we gained valuable advertiser relationships and

made a significant strategic step forward in the retail media

vertical — one of the fastest-growing segments in the industry.

Integration of both companies is progressing well, and early

commercial synergies validate the industrial rationale behind

these investments.

At the same time, the Board maintained a clear focus on financial

discipline. The successful placement of 500 €m in senior unse-

cured bonds and the refinancing of legacy debt enhanced the

Group’s financial flexibility and improved its cost of capital. With

the uplisting to the regulated “General Standard” segment of

Deutsche Börse, we have committed to the highest standards

of transparency and governance. Following the uplisting, Verve

was included in the SDAX index, which comprises the 160 largest

German companies listed on the regulated market, resulting in

increased visibility and improved share liquidity.

Commitment to Sustainability and Corporate

Responsibility

In 2025, Verve further advanced its sustainability agenda,

focusing on ID-less advertising, supply chain optimization and

combating ad fraud. In addition, the company strengthened its

long-term sustainability strategy through extensive stakeholder

dialogue. These discussions reaffirmed that Verve’s five key

priorities remain central to its sustainability framework and will

continue to guide its reporting.

This year, we also implemented important enhancements to our

Sustainability Report. Our five priorities are now presented in a

revised format to further improve clarity, increase comparability

and prepare for potential future CSRD reporting requirements.

We also published the 2025 Privacy Report titled “The Evolving

Privacy Mindset – What 2025 Data Reveals About User Willing-

ness to Share.”

Positioned for the Next Phase

Verve was founded with the mission “Let’s make media better.”

We believe digital advertising should create sustainable value

for advertisers, publishers and consumers alike, combining

trust, relevance and measurable performance.

The Board is confident that the strategic decisions taken in

2025, across technology, data capabilities, commercial expan-

sion and capital structure, have reinforced Verve’s positioning

in a changing market.

With a unified platform, strengthened demand-side capabilities

and a resilient technological foundation, Verve is well aligned

with the structural evolution of digital advertising.

On behalf of the Board of Directors, I would like to thank our

shareholders for their continued trust and support. We remain

committed to responsible governance, disciplined capital allo-

cation and long-term value creation.

Through platform

unification and

key acquisitions,

Verve successfully

strengthened its

market position

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

With a solid financial foundation and a clear strategic direction,

the company remains well positioned for future success. Looking

ahead, our aim is to scale an AI-native, mobile-first advertising

intelligence platform that delivers outcomes by predicting

consumer intent. We will deepen our commerce and retail media

capabilities by integrating coupon and point-of-sale signals to

enable true closed-loop attribution. Our cross-screen footprint

in CTV, audio and DOOH will be managed through unified

frequency and outcome optimization. We expect to continue

our organic growth path, driven by our USP’s, unified platform,

commerce assets and cross-screen capabilities. Returning our

leverage to our mid-term target level of 2.5x or below remains

a top priority for us. Above all, we will uphold best-in-class

shareholder orientation, grounded in transparency, account-

ability and disciplined capital allocation to deliver durable,

compounding value.

Thank you for your trust and support.

Tobias M. Weitzel,

Chairman of the Board of Directors

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Business Overview

The role of digital advertising

Advertising plays a fundamental role in every modern economy.

It enables companies to inform potential customers about

products and services, build brands, and stimulate demand. In

doing so, advertising supports competition, drives innovation,

and finances large parts of the media ecosystem. For consumers,

advertising often subsidizes free content, digital services and

entertainment, while also helping them discover relevant products

and offers.

Traditionally, advertising was simple but slow. Brands placed

ads in newspapers, magazines, radio or television. Decisions

were made weeks or months in advance. Once an ad was

published, there was limited information about who saw it or

whether it led to a purchase. Measurement relied on estimates,

surveys and broad audience statistics. Optimization was gradual

and based on historical data.

With the rise of the internet, digital advertising introduced many

new channels and formats, including websites, mobile apps,

social platforms, video streaming and connected TV. The

number of publishers and advertising placements increased

dramatically. While this created more opportunities to reach

consumers, it also made the ecosystem far more complex for

advertisers to manage manually.

To address this complexity, digital advertising became increas-

ingly programmatic. Programmatic advertising automates the

buying and selling of ad space using software. When a user

opens a website or app, an automated auction takes place in

milliseconds. Advertisers bid for the opportunity to show an ad

to that user, and algorithms decide which ad is most relevant.

1) eMarketer worldwide ad spending forecast 2026

For many years, these decisions relied heavily on user identi-

fiers, such as cookies or mobile device IDs, to recognize and

target individuals. In recent years, however, changes in privacy

regulations, platform policies and consumer expectations have

reduced the availability of such identifiers. As a result, digital

and programmatic advertising is now undergoing a structural

shift toward new approaches that rely less on tracking individuals

and more on predictive, privacy-aligned technologies.

Strategic markets

According to eMarketer, total global media ad spend reached

1.036 $b in 2025 and is projected to grow by 10.9% in 2026. The

structural shift toward digital continues unabated. Digital ad-

vertising accounted for 75% of spend in 2025 and is expected

to climb to 77% in 2026.

• North America (Verve’s Core Market): Remains the world’s

largest advertising market, accounting for 40% of global

spend in 2026, with a projected digital average growth rate

of 10% between 2025 and 2028.

• Europe (Verve’s Secondary Market): Represents the second-

largest global market with a 19% share of spend and expected

digital average growth amongst its five largest counties of

12%

Verve generates 95% of its revenue in mobile advertising, with

76% of that coming from North America. This focus aligns with

the strongest growth drivers in the US market:

• Mobile ad spend in the US is expected to grow by 14.1% in

2026, reaching 265 $b.

• Mobile now represents approximately 67% of total digital

ad spend in the US, providing a vast and liquid growth

enviorement.

In addition to our mobile core, Verve is investing in strategic

verticals to build closed-loop ecosystems:

• Connected TV (CTV), a high-growth pillar in the US, expected

to surge 15% in 2026 to a total of 37 $b.

• Digital Out of Home (DOOH) is projected to reach 5 $b in

the US by 2026, growing at 6%. A key driver is In-Store Retail

Media, a high-growth sub-segment of DOOH; while currently

a niche, eMarketer expects a CAGR of +35% through 2028,

reaching 1 $b in the US. This evolution positions Verve to

bridge the gap between digital intent and physical “ground

truth” transactions, as total global retail media spend is

expected to grow 15% in 2026 to 200 $b.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Market Trends

Consolidation as a Structural Trend

M&A activity across Ad Tech and Mar Tech increased by 14%

year-over-year in 2025, reaching the highest deal count of the

past five years. The ecosystem recorded 295 transactions in

total and 53 scaled transactions above 100 $m, representing

a 15% increase compared with the prior year. Strategic buyers

dominated large transactions: in Ad Tech, they accounted for

78% of scaled deals (up from 50% in 2024), and in MarTech

they represented 60% of scaled activity. The Increasing activity

of strategic buyers reflects the growing confidence among

incumbents seeking to expand capabilities, deepen integration

and accelerate AI adoption. Consolidation is increasingly driven

by the need for scale, integrated platforms and differentiated

technology rather than incremental feature expansion.

According to Luma Partners, Ad Tech M&A activity is expected

to accelerate over the next 12 months. The increase in scaled

transactions led by strategic buyers signals confidence among

acquirers pursuing new capabilities. AI-driven product shifts,

expansion into new geographies and channels, and improved

macro visibility create a constructive backdrop for further deal

activity.

Artificial Intelligence: From Feature to Foundational Infra-

structure

Artificial intelligence is no longer an incremental enhancement

within digital advertising; it is becoming its operating system.

Across the ecosystem, AI is reshaping how campaigns are

planned, executed, optimized and measured. What began as

automation of bidding and targeting is evolving into end-to-end

decision intelligence - influencing creative generation, audience

modeling, budget allocation and performance forecasting.

At the same time, AI raises structural questions for the industry.

While code can increasingly be replicated or generated efficiently,

durable advantage depends on ecosystem connectivity, infra-

structure depth and proprietary data scale. AI cannot instantly

2) Luma 2025 Full Year Market Report

recreate tens of thousands of direct integrations, long-standing

commercial relationships or years of accumulated operational

learning.

Similarly, while large language models are primarily trained

on public web data, scaled advertising platforms operate on

proprietary transactional data generated through trillions of

annual ad requests and transactions. This scale creates feed-

back loops and learning effects that are not easily replicated by

AI-native entrants.

Concerns about AI-driven search displacing existing models

must also be viewed in context. Approximately 90% of mobile

time is spent in-app, where advertising is embedded directly

within application environments. These environments operate

largely independent of browser-based search behavior.

As AI agents evolve, they will require real-time intent data and

monetization infrastructure to execute user intent effectively.

Platforms providing high-scale, real-time signals are positioned

to become enabling infrastructure within an increasingly agentic

ecosystem rather than being bypassed by it.

It is also unlikely that individual publishers or advertisers will

independently build and train AI agents capable of operating

at the same level of sophistication as specialized platforms.

Interpreting fragmented data streams, transforming them

into decision-ready signals, pricing impressions dynamically,

and executing billions of real-time auctions requires not only

advanced models, but also massive transactional scale, con-

tinuous feedback loops and deeply embedded infrastructure.

These systems are trained on trillions of ad requests and trans-

actions, refining performance through constant iteration across

diverse environments and market conditions.

For most market participants, replicating this level of scale,

integration depth and learning velocity would be economically

inefficient and operationally complex. As a result, specialized

platforms with integrated infrastructure and accumulated model

training are likely to remain central orchestration layers in the

evolving, agent-driven ecosystem.

Privacy and the Focus on Outcomes

In parallel, privacy standards continue to reshape digital adver-

tising. The reduction of persistent identifiers and the expansion

of regulatory frameworks are accelerating the transition toward

aggregated measurement, contextual intelligence and probabil-

istic optimization.

At the same time, advertisers are placing greater emphasis on

measurable business outcomes. Performance accountability,

supply path optimization and capital efficiency have become

central decision criteria. The industry is moving toward systems

that translate high-fidelity signals into durable, economically

measurable results.

Consolidation, AI acceleration, privacy constraints and outcome

orientation are interconnected forces. Together, they are rede-

fining how digital advertising infrastructure is built, how perfor-

mance is measured and how long-term competitive advantage

is created, marking a structural evolution of the industry.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Digital advertising is

shifting from portable identity

tracking to AI-driven signal

intelligence that predicts in-

tent and delivers measurable

outcomes.

The structural shift

The developments outlined above - consolidation, artificial

intelligence acceleration, privacy constraints and the growing

emphasis on measurable outcomes - are not isolated market

dynamics. They reflect a deeper architectural transformation of

digital advertising.

For more than a decade, the ecosystem was built around

deterministic identity. Competitive advantage was defined by

persistent identifiers such as cookies and device IDs, user-level

tracking, centralized identity graphs and deterministic attri-

bution. Crucially, this system was enabled by the portability

and interoperability of data. Third-party cookies and cross-site

identifiers allowed user information to move across publishers,

platforms and intermediaries, creating a shared identity layer

that connected the open web.

The logic of the system was straightforward: the more granular

individual-level data a platform accumulated - and the more

broadly it could activate that data across environments - the

more precisely it could target, measure and optimize. Data

ownership and cross-environment activation at user level

became the primary structural advantage.

This foundation is now fundamentally changing.

Persistent identifiers are becoming structurally constrained.

Regulatory frameworks and platform policies have limited

cross-site tracking. Media consumption has fragmented across

mobile in-app environments, Connected TV, retail media net-

works and AI-driven interfaces, many of which do not support

interoperable identity in the same way as the open web once

did. As interoperability declines, deterministic identity graphs

lose reach, and data becomes increasingly siloed within specific

environments.

The shift is therefore not only about fewer identifiers - it is about

the breakdown of a shared identity infrastructure.

In parallel, measurement is evolving. Deterministic multi-touch

attribution is gradually giving way to modeled conversion meas-

urement, probabilistic attribution and incrementality-based

frameworks. When user-level continuity declines, performance

must be inferred rather than observed directly.

The competitive paradigm is consequently shifting from data

accumulation to signal intelligence.

Data represents raw inputs - impressions, clicks, device attri-

butes and behavioral events. Signals are contextualized and

modeled indicators of intent derived from those inputs. Signals

emerge when fragmented data is interpreted, weighted and

transformed into predictive probabilities through advanced

modeling. In the identity era, advantage stemmed from knowing

who a user was. In the emerging predictive era, advantage

stems from understanding what is likely to happen next.

Artificial intelligence acts as the enabling layer of this trans-

formation. As deterministic visibility declines, systems must

operate probabilistically, integrating contextual, behavioral,

transactional and aggregated inputs into real-time predictive

decisions. AI translates fragmented signals into scalable optimi-

zation under uncertainty.

In this environment, measurable business outcomes become

the ultimate validation of competitive strength. When identity

is constrained and raw data volume no longer guarantees

superiority, leadership depends on signal depth, model quality,

integration scale and the ability to consistently translate intelli-

gence into economic results.

Privacy has acted as the catalyst. Fragmentation has altered

infrastructure. Artificial intelligence provides the computational

engine. Economic accountability defines the objective function.

Together, these forces mark a structural evolution in how digital

advertising is designed, measured and scaled - shifting the

industry from tracking individuals through portable identity

toward interpreting signals and anticipating intent within a

more fragmented, privacy-aligned ecosystem.

Verve’s Strategic Alignment with the Industry

Reset

If the transformation outlined above represents a structural reset

of digital advertising, the decisive question becomes: which

platforms were architected for this new paradigm - and which

must retrofit legacy systems to adapt?

The forces driving today’s industry reset were visible years ago:

the gradual erosion of persistent advertising identifiers and the

growing demand for measurable business outcomes driven by

supply path efficiency and capital discipline.

Since 2019, Verve has positioned itself at the intersection of

these structural shifts.

First, we anticipated the long-term decline of deterministic

identity frameworks. As regulatory developments and platform

policies signaled a future with constrained user-level tracking,

we invested early in ID-independent infrastructure. With the

development of ATOM, we operationalized cohort-based, signal-

driven targeting on-device at scale, not as a retrofit, but as a

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

native architectural choice. With Moments AI, we advanced

contextual intelligence into predictive signal modeling. Our

platform was built to operate effectively without reliance on

persistent identifiers.

Second, we recognized that sustainable competitive advantage

would be defined by outcomes rather than tracking depth.

As advertisers demanded greater transparency and capital

efficiency, supply path optimization became critical. From

inception, Verve was designed to become a integrated platform

connecting demand and supply across channels. Our omnichannel

architecture is build with the aim to enable a holistic performance

optimization across fragmented environments rather than isolated

execution within silos.

Over time, we further strengthened our foundation systematically.

We built one of the largest global mobile SSP footprints, with

integrations across approximately 65,000 in-app environments,

creating embedded access to high-fidelity primary signals. The

integration and scaling of Dataseat enhanced our mobile DSP

execution and SKAN-native optimization capabilities, aligning

our systems with aggregated measurement frameworks.

Through Jun Group, we incorporated consent-based zero-party

data. With Captify, we added the largest independent search-

intent asset outside the walled gardens, deepening our lower-

funnel signal intelligence. Most recently, we extended our signal

capabilities into emerging LLM-driven environments, enabling

interpretation of prompt-level intent.

Each of these steps reinforced the same architectural thesis:

in a privacy-constrained, fragmented ecosystem, durable

performance requires predictive signal intelligence, integrated

infrastructure and outcome-aligned optimization, not reliance

on portable identity graphs.

What the industry now recognizes as a structural reset - the

shift from tracking individuals to predicting intent on a chohort

level - has been embedded in Verve’s strategic architecture for

years. Our early investments in ID-independent systems, signal

depth and unified demand–supply integration position us not

simply to respond to change, but to operate natively within the

industry’s new structural reality.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Our Structural Advantage

Verve’s structural advantage is built on proprietary signal access combined with an architecture designed to convert those

signals into durable, measurable performance. It is not defined by raw data volume, but by signal exclusivity, integration depth

and cumulative learning across a fragmented ecosystem.

Embedded Infrastructure and Primary Signal Access

Our integrations across thousands of in-app environments

represent more than distribution scale - they are embedded

infrastructure. Through direct integrations, we access high-

fidelity mobile signals at their source, structurally closer to

consumer intent than intermediated third-party data. As cross-

site tracking declines and interoperability erodes, proximity to

primary signal generation becomes increasingly valuable.

These integrations also create durability. SDK-level infrastructure

is deeply embedded in publisher monetization stacks and not

easily replaced without operational complexity and revenue

risk. This deeply embedded position allows us to capture vast

amounts of real-time data, which compounds into superior

predictive precision. These proprietary learning loops create a

competitive moat that cannot be bridged by capital alone.

Native ID-Independent Architecture: The Foundation for

Predictive Dominance

While legacy platforms were built almost purely around centralized

identity graphs, Verve was architected for the future of mobile-first,

signal-based intelligence. Our years of specialization in ID-less

environments served as a rigorous catalyst, forcing us to master

predictive optimization earlier and more deeply than the rest of the

industry.

This early focus has evolved into a universal competitive ad-

vantage: As the entire advertising ecosystem shifts toward a

‘Prediction Era,’ our models deliver unmatched precision across

all environments—regardless of whether identifiers are present.

By solving the industry’s most complex data challenges first, we

have secured a strategic headstart in the shift toward privacy-safe,

outcome-driven advertising that competitors, still reliant on legacy

tracking, are only beginning to address

Signal Depth Across the Intent Spectrum

Our signal intelligence extends beyond mobile contextual

inputs. Through Dataseat, we strengthened our SKAN-native

optimization capabilities, aligning bidding and calibration logic

with aggregated measurement environments. Through Jun

Group, we incorporated consent-based zero-party data, adding

explicitly declared intent to observed behavior. With Captify,

we operate the largest independent search-intent data asset

outside the walled gardens, one of the highest-fidelity lower-

funnel signal categories in digital advertising. Most recently, we

extended our signal layer into emerging LLM-driven environ-

ments, enabling interpretation of prompt-level intent as user

behavior shifts toward AI interfaces.

Individually, each signal category enhances predictive accuracy.

Combined within a unified architecture, we aim to create a

multi-layered intent stack spanning contextual, behavioral,

declared and conversational inputs.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Translating Structural Advantage into Scalable Growth

The structural reset of digital advertising creates a unique opportunity for platforms architected for signal-based, outcome-driven

performance. Verve’s strategic objective is to become the premier scalable alternative to the Walled Gardens within the mobile-first

Open Internet. By leveraging our deeply embedded infrastructure and multi-layered advertising intelligence, we offer the

precision of closed ecosystems with the transparency and reach of the open web.

Proprietary Reach & Embedded Supply

Our extensive mobile in-app footprint provides a resilient and

expanding foundation for growth. As user engagement continues

to concentrate within in-app environments and Connected TV,

our embedded SDK integrations allow us to scale alongside

publisher growth without dependency on open-web traffic

dynamics. This infrastructure supports stable supply expansion,

durable publisher relationships and high-quality inventory

monetization in environments less exposed to structural shifts

affecting browser-based ecosystems.

Predictive Performance at Scale

Years of operating in ID-independent environments now

translate into scalable performance advantages. As advertisers

increasingly prioritize measurable business outcomes over

tracking depth, our predictive infrastructure enables consistent

results across both ID-less and ID-based environments. By

converting privacy constraints into probabilistic signal optimi-

zation, we expand our addressable market while maintaining

performance quality — strengthening demand-side growth and

share gains in a privacy-first ecosystem.

Unified Supply and Curation

The unification of our supply-side platforms into the Verve

Marketplace marks a critical scalability milestone. A single,

integrated architecture accelerates publisher onboarding,

enhances real-time optimization and reduces operational

complexity. Through AI-driven curation, we enrich premium

inventory with predictive signal layers, offering advertisers

streamlined access to high-performing, brand-safe environ-

ments while improving yield for publishers. VMP strengthens

efficiency across the ecosystem and increases monetization

leverage per impression.

Demand-Side Expansion and Verticalization

Having built scaled infrastructure, we are now accelerating

demand-side growth. With our demand-side business app-

roaching one-third of group revenue, VFA has reached the scale

required to engage global brands and agency networks directly.

Expansion of our sales organization and the introduction of

vertical-specific expertise enable us to deliver tailored, out-

come-driven solutions across categories such as retail, FMCG

and automotive. Verticalization enhances relevance, increases

wallet share and strengthens long-term client partnerships.

Closing the Loop Between Digital and Commerce

Retail Media represents a natural extension of our signal-based

strategy. By integrating in-store assets with our digital channels,

we bridge digital activation and physical transaction data,

creating high-fidelity feedback loops that strengthen predictive

modeling across the Verve’s platform. As digital discovery

evolves and AI-driven commerce reshapes consumer journeys,

access to transaction-level ground truth becomes increasingly

valuable. Scaling our retail media ecosystem in core markets

expands both revenue potential and signal depth, reinforcing

our closed-loop performance capabilities.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Board of Directors Report

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Board of directors report

The Board of Directors and the CEO present the annual report

and consolidated financial statements for Verve Group SE,

corporate reg. No. 517100-0143 for the financial year January 1 –

December 31, 2025.

The information on corporate governance can be found in the

governance report on pages 23-31 of the annual report.

Comparable figures for the previous year are shown in

parenthesis

Below presented like-for-like figures were not audited.

In €m 2025 2024 Change

Revenues

601.8 555.2 +8%

EBITDA 122.1 128.5 -5%

EBITDA Margin

20% 23% -3pp

Result 0.7 28.8 -98%

Net Result Margin

0% 5% -5pp

Operations

Verve is a rapidly scaling, AI-driven, mobile-first advertising

intelligence company. We specialize in solutions that connect

advertisers seeking measurable business outcomes with

publishers monetizing their premium content and first-party

data. Guided by our mission, ‘Let’s make media better,’ Verve

focuses on delivering trusted outcomes at scale for its partners,

with a strong emphasis on ID-based and ID-less data combined

with the disruptive power of AI. Verve is listed on the regulated

Market of the Frankfurt Stock Exchange (General Standard)

and on Nasdaq First North Premier Growth Market (ISIN:

SE0018538068).

1) Figures for FY 2024 and FY 2025 have been adjusted to gross revenue presentation for like-for-like comparison. Please see note 10 for further details.

Please see page 17 for unadjusted figures.

Revenue

In 2025, revenues amounted to 601.8 €m (compared to 555.2 €m

in 2024), an increase of 8%.

Adjusted for currency effects and divestments, organic revenue

growth was 2% in 2025 (FY 2024: 25%). The deceleration in

organic growth was primarily driven by the platform unification

process, which impacted performance in particular during Q2

and Q3 as well as significant foreign exchange headwinds,

particularly from the USD. However, following the successful

completion of the unification, revenue growth showed a notable

acceleration in the final quarter of the year.

Geographically, North America remained Verve’s largest market,

accounting for 76% of revenue, while Europe and the Rest of

World each contributed 12% in Q4 2025.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Change in revenue recognition

Following the unification of Verve’s Supply Side technology

platforms, the underlying facts and circumstances relevant to

determining whether the Group acts as principal or agent for

specific revenue streams have changed. The unification has

resulted in enhanced price setting capabilities in the integrated

marketplace businesses, improved utilization of key platform

functionalities, and a revised assessment of control over the

delivery of advertising services. As a consequence, certain

revenue streams that were previously recognized on a net

(agent) basis are now recognized on a gross (principal) basis.

This change does not represent a modification of Verve’s

revenue recognition policy. Instead, the platform unification

constitutes a new economic and operational circumstance

that affects the application of the existing revenue recognition

2) Figures for FY 2024 and FY 2025 have been adjusted to gross revenue presentation for like-for-like comparison. Please see note 10 for further details.

policy to specific revenue streams. As a result, revenue is now

presented on a consistent gross basis across the unified plat-

form. The tables below provide a like for like comparison of the

affected line items under the previous and current presentation.

Only revenue and cost-of-revenue line items are impacted;

EBITDA remains unaffected. Prior period figures have been ad-

justed for presentation in this report only, without retrospective

restatement or adjustments. Equity components of the Group

are not affected by this change. This information is presented

for information purposes solely.

The amounts presented on a gross basis for comparison period

2024 and H1 2025 have been estimated. We assumed that the

ratios between the single services (web, in-app, CTV) are the

same as in Q3 and Q4 2025 and applied those to FY 2024, Q1

2025 and Q2 2025.

The following table shows the figures as reported:

in €k

2025

2024

Revenues 109,041 106,123 141,923 193,835 550,923 437,005

Purchased services & Other operating expenses -63,266 -62,186 -97,944 -122,151 -345,546 -271,676

Earnings before interest, taxes, depreciation, and amortization (EBITDA) 27,481 27,002 21,831 45,808 122,122 128,521

EBITDA Margin 25% 25% 15% 24% 22% 29%

Unaudited like-for-like figures reflect current revenue recognition principles applied retrospectively:

in €k

2025

2024

Revenues

132,314 133,748 141,923 193,835 601,821 555,189

Purchased services & Other operating expenses

-86,539 -89,811 -97,944 -122,151 -396,444 -389,860

Earnings before interest, taxes, depreciation, and amortization (EBITDA) 27,481 27,002 21,831 45,808 122,122 128,521

EBITDA Margin

21% 20% 15% 24% 20% 23%

EBITDA

In 2025, EBITDA amounted to 122.1 €m (FY 2024: 128.5 €m). This

development was primarily driven by a strategic expansion of

the Group’s demand-side operations and platform unification.

Following years of significant investment in supply-side infra-

structure and core technology, Verve has reached a stage of

maturity that enables an aggressive expansion of its advertiser-

facing business.

To fuel this transition, the Group leveraged strategic M&A while

investing heavily in the expansion of its global sales organization.

While these front-loaded investments created short-term margin

headwinds, the strategic impact is already evident: Verve’s

demand-side business grew by 61% in 2025, now accounting

for 32% of total group revenue. This increased scale significantly

enhances Verve’s market positioning and visibility among global

brands and agencies.

Consolidated profit

The consolidated profit amounted to 0.7 €m (FY 2024: 28.8 €m).

This decrease was primarily driven by the temporary opera-

tional impacts of the platform unification process, alongside

the Group’s deliberate decision to continue its strategic growth

investments - most notably the significant expansion of the

global sales organization.

As a result, Earnings Per Share (EPS) amounted to 0.00 €

(FY 2024: 0.16 €). While the consolidated profit was affected

by these transformative and front-loaded investments, the

measures taken in 2025 were essential to strengthening Verve’s

long-term scalability and operational foundation.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Investments

In 2025, investments in self-developed software amounted to

33,8 €m for 2025 (FY 2024: 35,3 €m) and included investments

in the optimization of IT platforms to increase infrastructure

efficiency as well as investments into AI technology as part of

Verve’s ID-less targeting solutions. While making substantial in-

vestments in new solutions for ID-less targeting, AI and platform

improvements to enhance our USPs, we are expanding revenue

without a proportional increase in internal software develop-

ment costs. Capitalized own work as a percentage of revenues

further decreased to 5% in FY 2025 from 6% in FY 2024 and 8%

in FY 2023. This underscores the scalability of our platform and

operational efficiency and leads to improved profit margins.

Financial Position and Cash Flow

The operating cash flow before changes in working capital re-

mained stable in 2025 at 115.6 €m (FY 2024: 115.7 €m), reflecting

the consistent cash-generation of our core operations. How-

ever, the operating cash flow after changes in working capital

decreased to 49.3 €m (FY 2024: 137.0 €m). This was primarily

driven by an increase in net working capital resulting from a

combination of factors, including the fact that the utilization of

our securitization program was temporarily restricted as it did

not yet encompass all newly integrated legal entities following

our recent M&A activities. The net interest-bearing debt

amounted to 446 €m (FY 2024: 351 €m), an increase of 95 €m

compared to 2024. The increase was primarily driven by the

purchase price payment for the Captify, Acardo and Viewento

acquisition as well as contingent / deferred consideration

payments for Dataseat and Jun Group. By taking the pro-forma

EBITDA of the acquired companies for the full year 2025 into

account the adjusted leverage ratio amounted to 3.0x. Following

the refinancing of the bonds in April 2025 at more favorable

terms, the interest coverage ratio increased from 3.3x at the end

of 2024 to 4.3x at the end of 2025. Cash and cash equivalents

remained strong and amounted to 89.0 €m as of December

31, 2025, giving the Company a solid degree of liquidity going

forward.

The Board of Directors proposes that no dividend is paid for

the financial year 2025 and that the residue of this year’s result -

as presented in note 17 of the financial statements for the

parent entity - shall be carried forward, to be decided at the

2026 Annual General Meeting in June.

Significant events during 2025

• Comprehensive Refinancing and Interest Cost Optimization:

In 2025, Verve Group SE successfully placed 500 €m in

new senior unsecured bonds. The transaction was met with

strong investor demand and the proceeds were utilized for

the early redemption of the outstanding 2026 and 2027

bonds. This proactive capital markets transaction materially

reduced the Group’s interest expenses, extended the debt

maturity profile, and significantly enhanced financial flexibility

for future growth initiatives.

• Successful Completion of Platform Unification: A major

operational milestone was reached with the successful uni-

fication of Verve’s various supply-side technology platforms

into a single, integrated ecosystem. While the migration

phase required substantial execution effort throughout the

year and impacted financials, particularly in Q2 and Q3, the

transition was completed successfully. This resulted in a

more scalable, performant, and cost-effective full-stack infra-

structure for the future. The unification enables significantly

improved operational efficiency and a more seamless value

proposition for both advertisers and publishers, positioning

the Group for accelerated growth from Q4 2025 onwards.

• Strategic Capital Increase to Fuel Growth and Strengthen

Balance Sheet: In June 2025, Verve successfully completed

a directed share issue, raising gross proceeds of approx-

imately 33 €m. The capital raise was oversubscribed and

drew strong interest from both existing shareholders and

new institutional investors. The proceeds are used to finance

the Group’s ongoing growth strategy, and further strength-

ening the balance sheet.

• Uplisting to the Regulated Market and SDAX Inclusion: To

reflect its increased scale and maturity, Verve announced its

uplisting to the Regulated Market (General Standard) of the

Frankfurt Stock Exchange in 2025. Following the publication

of the listing prospectus and the successful transition to the

regulated segment, Verve was subsequently promoted to

Deutsche Börse’s SDAX index. These steps have significantly

enhanced the Group’s visibility, transparency, and liquidity

among international institutional investors.

• Strategic Expansion through Acquisitions of Captify and

Acardo: In 2025, Verve significantly expanded its market

reach and technological capabilities through two major

acquisitions. By acquiring Captify, a global leader in Search

Intelligence, Verve secured one of the largest onsite search

datasets outside the “walled gardens,” substantially enhancing

its intent-based, ID-less advertising solutions. This was

complemented by the 100% acquisition of Acardo Group AG,

a leader in German retail media, which provides Verve with

direct access to an extensive network of retailers and con-

sumer brands. Additionally a smaller acquisition of Viewento

was executed, further enhancing Verve’s position in German

Retail Media. Together, these acquisitions strengthen Verve’s

demand-side offering and create significant synergies be-

tween offline retail data and digital advertising, particularly

within the high-growth retail media sector.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Executive Management

During the 2025 reporting period, Verve Group SE evolved its

Executive Management team to reflect the Group’s increased

scale and its strategic priorites. These leadership updates en-

sure that Verve is positioned to execute its long-term vision with

a mix of proven internal leadership and specialized external

expertise.

Changes to the Executive Management Team

The following changes occurred within the C-level management

during the fiscal year:

Departures: Jens Knauber (Chief Operating Officer), Sameer

Sondhi (Chief Revenue Officer), and David Philippson (Chief

Product Officer) left the company during the reporting period

to pursue new opportunities. The Board of Directors thanks

them for their contributions to Verve’s development and their

commitment during their respective tenures.

New Appointments and Promotions:

Mishel Alon was promoted to Chief Business Officer (CBO)

of Verve Group. Previously serving as CEO of Jun Group, his

appointment leverages his deep expertise to lead the expansion

of Verve’s demand-side operations globally.

Prasanna Prasad formerly served as CTO for Verve’s Ad-Tech

division and was appointed Chief Technology Officer of Verve

Group in July 2025. Following the successful unification of

Verve’s core technology stack, the Group evolved its operating

model in early 2026 to integrate engineering teams directly

into commercial domains. This strategic shift ensures technical

execution is closely aligned with commercial priorities. Conse-

quently, following Prasanna Prasad’s departure in March 2026,

the Group has discontinued the centralized CTO role in favor of

a more integrated structure

Carrie Galli joined the Group as Chief Human Resources

Officer (CHRO). Her appointment from outside the organization

underscores Verve’s commitment to elevating corporate culture,

talent development, and employee engagement as central

pillars of the Group’s future success.

Employees

Please refer to Note S1 and section 7 of the Sustainability Report

for additional information regarding the number of employees,

gender distribution and other information related to employees.

Financial Targets

2025

Verve initially published its financial targets for 2025 alongside

the Q1 2025 report. However, the temporary impact of the plat-

form unification and a longer-than-anticipated market recovery

necessitated a guidance revision in August 2025. Following the

publication of the Q3 report, the company issued updated guid-

ance to incorporate the effects of M&A activities and changes

in revenue recognition. This updated forecast projected rev-

enue in the range of 560 €m–580 €m and adjusted EBITDA

between 125 €m–140 €m. At year-end, revenue closed near the

lower end of the target range, while adjusted EBITDA finished

solidly above the mid-point of the guidance.

2026

On January 26, 2026, Verve published its financial targets for

the full year 2026, anticipating revenue between 680 €m and

730 €m and adjusted EBITDA in the range of 145 €m–175 €m.

This outlook is supported by a forecasted market growth of

7–9% and Verve’s strategic transition toward its unified full-

stack platform. To drive future scalability, the Group is investing

€10m into the expansion of its global sales force. While these

front-loaded costs and the typical 9-to-15-month ramp-up

periods for sales talent will influence the first half of 2026, the

guidance incorporates a conservative margin of safety. Man-

agement anticipates a significant acceleration in growth starting

in late 2026 as sales productivity reaches its inflection point.

Parent Company

Verve Group SE is the Parent Company of the Verve Group. In

2025, revenue of the Parent Company was 6,107 €k (FY 2024:

2,787 €k). Result for the full year was -3,436 €k (FY 2024:

-19,019 €k) and consisted mainly of interest expenses as part

of its holding function.

Sustainability and Governance Information

Verve has prepared a Sustainability Report in accordance with

Swedish legislation (Årsredovisningslagen Chapter 6, §10-14)

and the Corporate Sustainability Reporting Directive (CSRD)

and a Governance Report (in accordance with the Swedish

Corporate Governance Code). The reports can be found on

pages 23-31 (Governance Report) and pages 47-93

(Sustainability Report) of the Director’s Report.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Risks Factors and Enterprise Risk Management

Verve prioritizes enterprise risk management to safeguard

shareholder interests and ensure sustainable growth. Our

enterprise risk management is deeply integrated into our

strategic planning processes, enabling proactive identification,

assessment, and mitigation of potential risks. Operational and

strategic risks, including changing technologies and customer

requirements, are diligently monitored to uphold operational

continuity. Similarly, corporate and financial risks, such as

financing, liquidity, and credit risks, are rigorously evaluated to

enable agile decision-making. Cybersecurity risks are proac-

tively managed through robust security protocols, continuous

monitoring, regular risk assessments, and adherence to industry

best practices to protect data, systems, and user privacy. We

employ sophisticated risk assessment methodologies, coupled

with regular risk reviews and scenario planning exercises, to

anticipate and address emerging threats effectively. By fostering

a culture of risk awareness and accountability throughout the

organization, Verve fortifies its resilience and remains well-

positioned to capitalize on opportunities in an ever-evolving

business landscape. This commitment underscores our dedication

to delivering sustained value to our stakeholders while upholding

the highest standards of corporate governance. A summary of

the key risks and uncertainties identified by Verve and how they

are managed as well as a more detailed description of internal

control and risk management for financial reporting and other

operational as well as strategic risks can be found in the Corp-

orate Governance Report starting on page 23.

Remuneration Principles and Guidelines

Verve Group SE applies remuneration principles designed to

attract, motivate, and retain high-caliber executives necessary for

the Group’s long-term success and sustainable value creation.

The remuneration framework is built on performance-based

compensation to align the interests of senior management with

those of the shareholders. The remuneration to senior executives

consists of four main components:

• Fixed Cash Salary: Reflecting the individual’s responsibilities

and experience.

• Variable Cash Remuneration (STI): Linked to predefined and

measurable financial and non-financial targets (e.g., EBITDA,

organic growth, or ESG targets).

• Long-term Incentive Programs (LTI): Share-based or share-

price-related programs aimed at aligning management

interests with long-term shareholder value.

• Pension and Other Benefits: Market-standard benefits and

pension contributions in accordance with local practices.

The current guidelines ensure that variable remuneration is

capped at a certain percentage of the fixed salary and that the

Board of Directors may, under specific circumstances, reclaim

variable compensation (Clawback).

For the Annual General Meeting 2026, the Board of Directors

proposes the approval of the Remuneration Report 2025. This

report details the implementation of the guidelines adopted by

the AGM 2025, provides specific information on the CEO’s remu-

neration, and summarizes the company’s outstanding incentive

programs. The report has been prepared in accordance with

Chapter 8, Sections 53 a and 53 b of the Swedish Companies Act

and the relevant Stock Market Self-Regulation Committee rules.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Overview by Segment

Demand

2025 was a transformative year for our Demand Segment, driven

by the unification of our product portfolio, a strategic focus on

sales expansion, and the successful acquisitions of, amongst

others, Captify. Revenue grew by 57% (pre intersegment rev-

enues). This rapid expansion has provided our demand-side

operations with significant scale, materially enhancing Verve’s

visibility and market positioning among global advertisers and

agencies.

Supply

In 2025, our Supply Side business successfully underwent

a comprehensive platform unification. This transition was a

critical milestone that established a new level of operational

efficiency across our global ecosystem. While the migration had

a temporary impact on performance, the unified platform now

allows us to onboard new publishers faster, provides deeper

real-time insights, and enables an instant response to market

shifts with significantly shorter development cycles. This

consolidated infrastructure serves as a resilient and scalable

foundation for our supply-side partners moving forward.

Revenue EBITDA Margin

DSP

in m€

SSP

in m€

Revenue EBITDA Margin

2024 2025

36%

31%

101

158

2024 2025

24%

28%

390

455

129

in €k DSP SSP Intersegment Elimination Consolidated

Revenues 157,630 455,134 (61,841) 550,923

Intersegment Revenues 36,996 24,845 (61,841) -

External Revenues 120,633 430,289 - 550,923

EBITDA 48,958 73,164 - 122,122

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Shareholder Information

Share Performance

During 2025, Verve’s share price (A-Shares) decreased by

45% from 3.20 € to 1.75 €. The First North All Shares Index

decreased by 3% during the same period. The highest closing

price for Verve A-shares was 4.09 € on May 22, 2025. The

lowest closing price was 1.50 € on November 21, 2025. In 2025,

approximately 60% of trading in Verve shares took place on

Nasdaq First North Premier (76% in 2024), 18% on Xetra (electronic

trading system of Deutsche Börse, 20% in 2024) and 22% on

other trading venues (4% in 2024).

Shareholder Remuneration

No dividends were distributed to shareholders in 2025, and

no share buy-backs were carried out. Verve invests its cash

surplus in reducing its debt and in further growth.

Share based Compensation

In 2025 a total of 91,429 Verve Shares were issued for payments

to employees and ex-employees to fulfill commitments of the

employee stock option programs.

Further information regarding Verve’s shares is stated in the

corporate governance report, starting on page 24 of the

Annual Report.

Shares and Warrants

On June 18th Verve successfully completed a book-building and

resolved on a directed share issue of 12,858,000 new ordinary A

shares, based on the authorization granted by the annual general

meeting held on June 11, 2025. On several occasions during 2025

Verve announced the new issuance of a total of 91,429 shares to

service parts of the employee stock option program (as resolved

on by the general meeting on November 1, 2022 and by the Board

of Directors, in April 2020, January 2021 and February 2022, the

“ESOP”). The issue of shares to serve the ESOP has been settled

using parts of 15,000,000 initially registered warrants. The new

number of shares outstanding as at December 31, 2025 amounts

to 200,116,528. To service existing obligations related to the

ongoing Employee Stock Option Programme (ESOP), as well as

the long-term incentive program (LTIP 2024) Verve has registered

14,099,264 (ESOP) and 4,750,000 (LTIP 2024) warrants with the

company register as of December 31, 2025. The issuance of these

warrants was based on the authorization of the Board granted

by the shareholders at the Extraordinary General Meeting on

November 1, 2022 and the Annual General Meeting on June 13, 2024.

Further information on the rights attached to the shares of

Verve Group SE, can be found in the Corporate Governance

Report on page 24.

Based on the information available to the Company, the Company’s

largest shareholder as of December 31, 2025 was Bodhivas GmbH

(“Bodhivas”), which is a company indirectly majority controlled by

Remco Westermann, who is also a member of the Board of Direc-

tors and CEO of Verve and held 23.2% of the Company’s issued

shares. Accordingly, the interest of the CEO is in line with those of

all shareholders. Furthermore, based on the information available

to the Company, as of December 31, 2025, Oaktree Capital Man-

agement held 18.3% of the Company’s issued shares.

0,0

0,5

1,0

1,5

2,0

2,5

3,0

3,5

4,0

4,5

02/01/2025 02/02/2025 02/03/2025 02/04/2025 02/05/2025 02/06/2025 02/07/2025 02/08/2025 02/09/2025 02/10/2025 02/11/2025 02/12/2025

Verve’s A-shares are listed in the

General Standard of Deutsche Börse

(Ticker: VRV) and on Nasdaq First

North Premier (Ticker: VER).

There were no B-shares listed or

outstanding as of the reporting date.

No treasury shares existed at any

time during the reporting period.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Corporate governance report

Verve Group SE (Verve) is a Swedish limited liability company registered in the form of a

Societas Europaea with company registration number 517100-0143. The Company’s LEI is

391200UIIWMXRLGARB95. The shares of Verve are listed in the General Standard of Deutsche

Börse, Germany, and on Nasdaq First North Premier Growth Market in Stockholm, Sweden

(ISIN: SE0018538068). The Company has, as of the date of this Report, one unsecured Nordic

bond outstanding (ISIN: SE0023848429). The Company has its registered office at Humlegårdsgatan

19 A, 114 46 Stockholm, Sweden and is the parent holding company of Media and Games Services

AG (Switzerland), gamigo Holding GmbH (Germany), Samarion GmbH (Germany), Verve Holding

GmbH (Germany), Vajrapani Limited (Malta), and ME digital GmbH (Germany).

This Corporate Governance Report is prepared in accordance with the Swedish Corporate

Governance Code (the “Code”). It is intended to provide Verve’s investor base with a transparent

insight into the Company’s governance structures and will serve as a basis for the continuous

further development of the governance structure.

Verve continues to pursue its goal of creating a sustainable organization that has the appropriate

procedures and structures in place to establish an appropriate framework for decision making the

assignment of responsibilities and the implementation of transparent reporting that supports the

understanding and monitoring of the Company’s development. This is expressed through strict

standards and policies, systematic risk management and transparent processes.

As will be shown in the following, the Company has introduced numerous measures and is

optimizing continuously with the purpose of adapting internal processes and structures to the

changed framework conditions.

Governance, management and internal control system in Verve are divided between the

shareholders, the Board of Directors, the CEO and the Verve Group Executive Management in

accordance with applicable laws, rules, policies and instructions, as shown in illustration 1 above.

Corporate governance at Verve is based on external regulations such as the Swedish “Companies

Act”, the Market Abuse Regulations, the Code, Nasdaq First North Premier Growth Market Rulebook

(the “Rulebook”) as well as the General Terms and Conditions of Deutsche Börse and the Rules

and Regulations for the General Standard Segment at Deutsche Börse, Nasdaq Stockholm’s

Rulebook for bond issuer and on internal regulations such as the Company’s Articles of Association,

Risk, Compliance, and Internal Control (RCIC) Framework, Code of Conduct, Board and CEO

Instructions as well as further more specific policies, which can be found on the Company’s

website under the section Key Policies.

Group Executive Management

Line Management

Employees

Chief Executive Officer

CEO Instructions

Instructions for the Remuneration Committee

Rules of Procedures for the Board of Directors

Instructions for the Audit Committee

Code of Conduct & Policies Business PlanCompany Strategy

Remuneration Committee

Shareholders

External

Auditor

Annual General

Meteing

Election

Principles

for election

Proposal for Board, Auditor

and Nomination Committee

Nomination

Committee

Board of Directors

Headed by the Chairman

Audit Committee

Risk Management Functions

Internal Control System

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Shares and Shareholders

On 12 May 2025, the Company uplisted to the General Standard

segment of Deutsche Börse, a regulated market with higher

transparency and governance standards, enabling inclusion

in more widely recognized indices. On July 11, 2025, Verve was

included in the SDAX index, which comprises the 160 largest

listed companies in Germany measured by free-float market

capitalization. In addition to its listing in the General Standard

segment of Deutsche Börse, Verve’s shares are also listed at

Nasdaq First North Premier Growth Market.

According to the statutes, the share capital of the Company shall

be not less than 1,550,000 € and not more than 6,200,000 €.

The number of shares shall be not less than 155,000,000 and

not more than 620,000,000. The shares may be issued in two

share classes: shares of series A and shares of series B. Shares

of series A shall entitle to ten (10) votes each, and shares of

series B shall entitle to one (1) vote each.

Should the Company resolve to, through a cash issue or a

set-off issue, issue new shares of different classes, holders of

shares of series A and B shall have pro-rata preferential rights

to subscribe for new shares of the same class in relation to the

number of shares the holder previously holds (primary prefer-

ential right). Shares which are not subscribed for with primary

priority shall be offered for subscription to all shareholders

(subsidiary preferential right). Unless such offered shares are

sufficient for the subscription made with subsidiary preferential

right the shares shall be allocated in relation to the aggregated

number of shares the shareholder owned in the Company prior

to the subscription. To the extent this cannot be done regarding

certain share(s), the allocation shall be decided by the drawing

of lots. Should the Company resolve to increase the share

capital through a cash issue or a set-off issue by only issuing

one share class, the shareholders shall have preferential rights

to subscribe for new shares only in relation to the number of

shares of the same class they hold in the Company prior to

the issue. In the event that the Company decides to issue new

warrants or convertible debt instruments, by a cash issue or a

set-off issue, the shareholders shall have preferential rights to

the subscription of the new warrants as if the issue related to

the shares that may be subscribed for following an exercise

of the warrants or, in case of an issue of convertible debt

instruments, as if the issue related to the shares that may be

subscribed for following a conversion. What is stipulated above

shall not restrict the possibilities of resolving on a cash issue, a

set-off issue, or an issue of warrants or convertibles that does

not take place against payment in kind, with deviation from the

shareholders’ preferential right.

One share of class A may at the request of the holder of such

share be converted into one share of class B, provided that

an application for listing of class B shares is submitted by the

Company to a stock exchange. The request for conversion shall

be made in writing to the Company no later than one month

after the application for listing was submitted. The number of

shares to which the request refers shall be stated. After the

Company’s shares of class B have been admitted to trading

on a stock exchange, a request for conversion may only be

submitted during the periods January 1 - 7, April 1 - 7, July 1 - 7

and October 1 - 7 each year. The request for conversion may

not refer to less than 100,000 shares. The Board of Directors

may resolve on exemptions from the conditions for conversion

regarding the period during which a request for conversion

shall be submitted and the minimum number of shares that

the request shall refer to. The conversion shall upon a valid

request pursuant to this clause without delay be reported to the

Swedish Companies Registration Office for registration and will

be deemed to have been affected as soon as the registration

is completed, and it has been noted in the central securities

depository register.

As of December 31, 2025, the issued share capital of the

Company amounted to 2,001,165.28 € divided into 200,116,528

shares of series A with a nominal value of 0.01 € and ten voting

rights per share. All shares have the same ISIN and are all

admitted to trading. Due to the dual listing in Sweden and

Germany, a portion of shares are registered via Clearstream

Frankfurt (for the German listing), the price of which is quoted in

Euro, while another portion are registered via Euroclear Sweden

AB (“Euroclear”, for the Swedish listing), the price of which is

quoted in Swedish Krona. The shares are freely tradable between

Germany and Sweden.

Based on the information available to the Company, the Company’s

largest shareholder as of December 31, 2025 was Bodhivas

GmbH (“Bodhivas”), which is a company indirectly majority

controlled by Remco Westermann, who is also a member of

the Board of Directors and CEO of Verve and held 23.2% of the

Company’s issued shares. Accordingly, the interest of the CEO

is in line with those of all shareholders. Furthermore, based on

the information available to the Company, as of December 31,

2025, Oaktree Capital Management held 18.3% of the Company’s

issued shares. As of December 31, 2025, the Company’s ten

largest investors (as far as they are known based on the infor-

mation from Euroclear as well as other sources) held approx-

imately 59.3% of the Company’s shares in the aggregate. The

entire board and the C-level hold a total of 23.9% of the shares

and a total of 2,800,000 ESOP / LTIP as of December 31, 2025.

Based on the information available as of December 31, 2025,

the Company is aware of a group of shareholders (acting in

concert) holding 5.8% of the shares and votes and consisting

of: Trend Finanzanalysen GmbH, Smile Autovermietung GmbH,

T.E.L.L. Verwaltungs GmbH, Dawn Fitzpatrick, Sebastian Krüper,

Anthony Gordon, and other private shareholders, and thus

forms the third largest shareholder in accordance with the

definition of the principles and instructions of the Nomination

Committee confirmed at the Extraordinary General Meeting of

November 1, 2022.

To the best of the Company’s knowledge, there was no share-

holder other than Remco Westermann and Oaktree Capital

Management who directly or indirectly held more than 10% of

the shares as of December 31, 2025.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

To service existing obligations related to the ongoing Employee

Stock Option Programme (ESOP), as well as the long-term

incentive program (LTIP 2024) Verve has registered 14,099,264

(ESOP) and 4,750,000 (LTIP 2024) warrants with the company

warrants was based on the authorization of the Board granted

by the shareholders at the Extraordinary General Meeting on

November 1, 2025 and the Annual General Meeting on June 13,

2024.

The AGM on June 11, 2025 adopted the following proposed

resolution authorizing the Board of Directors to issue shares,

warrants and convertibles of the Company: “The board of

directors proposes that the annual general meeting resolves to

authorize the board of directors to, at one or several occasions

and for the time period until the next annual general meeting,

issue shares, warrants and convertibles within the limits of

the company’s articles of association. The authorization shall

be limited so that the board of directors may not resolve upon

issues of shares, warrants and convertibles that entail that the

total number of shares that are issued, issued through con-

version of convertibles or issued through exercise of warrants

exceeds 35% of the total number of shares in the company at

the time the board of directors exercises the authorization for

the first time.

Issues of shares, warrants and convertibles may be made with

or without deviation from the shareholders’ preferential rights

and with or without provisions for payment in kind, set off or

other conditions. The purpose of the authorization and the

possibility to deviate from the shareholders’ preferential rights

shall be to finance acquisitions, raise capital to facilitate growth

and development of the company or to hedge, facilitate or settle

the company’s incentive programs.

The board of directors, the CEO or such person as the board

of directors authorize, shall be authorized to make such minor

amendments and clarifications of the annual general meeting’s

decision that is required in connection with the registration of

this resolution with the Swedish Companies Registration Office.

A resolution in accordance with this item 14 is only valid were

supported by shareholders holding not less than two-thirds of

both the votes cast and the shares represented at the annual

general meeting.”

Further information about the Company’s

shares and ownership can be found on

Verve’s website www.verve.com.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

General Meeting

The shareholders in a general meeting (the “Shareholders”) can

resolve and exercise their influence over the Company.

Subject to the provisions of the Companies Act and in accord-

ance with Article 10 - 12 of the Company’s Articles of Association,

notices convening a general meeting shall be announced in the

Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and

on the Company’s website. At the same time, it shall be anno-

unced in Dagens Industri that a notice to a general meeting has

been made. Notices convening an annual general meeting and

notices convening an extraordinary general meeting in which

an amendment in the articles of association is proposed shall

be announced not earlier than six weeks (6) and not later than

four (4) weeks before the meeting. Notices to other general

meetings shall be announced not earlier than six (6) and not

later than two (2) weeks before the meeting.

Right to Attend

A shareholder may only participate in the general meeting if the

shareholder notifies the Company on the day specified in the

notice to the general meeting, at the latest. The latter day may

not be a Saturday, Sunday or a public holiday and may not occur

earlier than five business days before the general meeting.

Shareholders may be accompanied at a general meeting by a

maximum of two assistants, but only if the shareholder notifies

the Company of the number of assistants in the manner stated

in the preceding paragraph. The Board of Directors may collect

power of attorneys in accordance with chapter 7 section 4 para-

graph 2 in the Swedish companies act (2005:551). The Board of

Directors may resolve that shareholders shall be able to exercise

their voting rights before general meetings in accordance.

Shareholder Initiatives

Shareholders who wish to have a matter added to the agenda

of a general meeting must submit a written request to the Board

of Directors. The request must have been received by the Board

not later than seven weeks before the general shareholder

meeting, or in due time for the matter to be included in the

notice to attend the general meeting.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Annual General Meeting 2025

Verve held its Annual General Meeting for 2025 on June, 11

2025 and resolved on the following agenda topics:

• It was resolved to adopt the income statement and the

balance sheet as well as the consolidated income statement

and the consolidated balance sheet for the financial year

2024.

• It was resolved, in accordance with the Board of Directors’

proposal and in accordance with the proposal included in

the annual report, that no dividend is paid for the financial

year 2024 and that the residue of this result shall be carried

forward.

• It was resolved to discharge each of the members of the

board and the CEO from liability for the financial year 2024.

It was noted that the members of the board and the CEO did

not participate in the resolution regarding their own discharge.

• It was resolved that Board fees shall be paid with an un-

changed amount of 50,000 € to each board member that is

not employed by the Company and 100,000 € to the Chairman

of the Board. It was resolved, in addition, that a total fee of

25,000 € shall be allotted to the Chairman of the Audit

Committee as well as to the Chairman of the Remuneration

Committee. This means that the fees amount to, in total,

400,000 €. It was further resolved, in accordance with the

Nomination Committee`s proposal, that fees to the auditor

shall be paid in accordance with approved invoice.

• It was resolved, in accordance with the Nomination

Committee’s proposal, that the Board of Directors shall

comprise seven directors.

• It was further resolved, in accordance with the Nomination

Committee’s proposal, the Company shall have one auditor.

• The re-election of board members Franca Ruhwedel,

Johan Roslund, Greg Coleman, Peter Huijboom and

Remco Westermann, and the election of Alexander Doll as

new board member, as well as re-election of Tobias M. Weitzel

as member and chairman of the board of directors for the

period until the close of the annual general meeting 2026. It

was further resolved to re-elect Deloitte Sweden AB as the

Company’s auditor for the period until the close of the annual

general meeting 2026. Deloitte Sweden AB has informed the

Nomination Committee that the auditor Christian Lundin will

continue as auditor-in-charge.

• It was resolved, in accordance with the Board of Directors’

proposal, to authorize the Board of Directors to resolve on

repurchases of own shares and on transfers of own shares.

It was noted that the required majority was reached since

the resolution was supported by shareholders holding not

less than two-thirds of both the votes cast and the shares

represented at the annual general meeting.

• It was resolved, in accordance with the Board of Directors’

proposal, to authorize the Board of Directors to resolve on

issuance of shares, warrants and convertibles. It was noted

that the required majority was reached since the resolution

was supported by shareholders holding not less than two-

thirds of both the votes cast and the shares represented at

the annual general meeting.

A total of 55,970,834 shares and 559,708,340 votes were present

at the Annual General Meeting.

For more information on the resolution items,

please see the minutes of the meeting under

the following link: AGM 2025

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Nomination Committee

In accordance with the Swedish Corporate Governance Code,

Verve shall have a Nomination Committee that is responsible

for making proposals to the General Meeting in respect of the

elections of Chairman at the Annual Meetings, the number of

and the Directors of the Board, the Chairman of the Board of

Directors, the auditor, the remuneration to the Board (divided

between the Chairman of the Board and other Board members

as well as remuneration for committee work), the remuneration

to the auditor, and to the extent deemed necessary, proposals

for amendments to the principles for the composition of the

nomination committee and instruction for the Nomination

Committee. In accordance with the resolution of the Annual

General Meeting on 30th June 2023, the Nomination Committee

shall prior to an annual general meeting be composed of (i)

representatives of the three largest shareholders (including any

group of shareholders who act in concert in the governance of

the Company, and references to shareholders below shall cover

such groups of shareholders as applicable) of the Company in

terms of voting rights, who are registered in the share register

maintained by Euroclear Sweden AB, or when applicable, other

central securities depositories or other evidence of such share-

holding which is acceptable to the Company, as of the last trading

day in August each year and (ii) the Chairman of the Board of

Directors, who shall also convene the Nomination Committee

to its first meeting. If the Chairman of the Board of Directors is

the CEO or another member of the Company’s management, he

or she may not be a part of the Nomination Committee. In such

cases, another director shall replace the Chairman of the Board

of Directors in the Nomination Committee. The Nomination

Committee for the 2025 Annual General Meeting consists of the

following members:

• Tobias M. Weitzel, Chairman of the Board.

• Hermann Dambach, appointed by Oaktree Capital Management.

• Dr. Gabriel Recnik, appointed by Bodhivas GmbH.

• Anthony Gordon, appointed by and representing a group

of shareholders acting in concert who are jointly the third

largest shareholder by voting rights.

The members of the Nomination Committee are to promote

the common interests of all the shareholders of the Company

and are not to reveal the content or details of any discussion

held during the Nomination Committee meetings unduly. Each

member of the Nomination Committee is to consider carefully

whether there are any conflicts of interest or other circum-

stances that make their service on the Nomination Committee

inappropriate before accepting the assignment to form part of

the Nomination Committee.

The Nomination Committee shall fulfil the tasks set out in the

Code and shall, when applicable, present proposals to an up-

coming general meeting for:

• the election of the Chairman of the meeting;

• the number of Directors elected by the general meeting;

• the election of the Chairman and Members of the Board of

Directors;

• the fees and other remuneration of elected Members of the

Board of Directors and of the Members of the Committees of

the Board of Directors;

• the election of the auditor(s);

• the remuneration of the auditor(s); and

• principles for the composition of the Nomination Committee

including any changes to the instructions to the Nomination

Committee.

The composition of the Nomination Committee meets the

Code’s requirements for independent members.

Board of Directors

The directors shall exercise their powers subject to the

regulations of Company’s articles of association and applicable

rules and regulations (including the Swedish Companies Act,

the Swedish Annual Accounts Act, the Company’s articles of

association, the Swedish Corporate Governance Code, Nasdaq

First North Premier Growth Market – Rulebook 19th September

2025 (the ”Nasdaq Rulebook”) and the General Standard

segment of Deutsche Börse (the “Deutsche Börse Rulebook”),

as well as the rules of procedure for the Board of Directors of

Verve Group SE. The Board is to manage the Company’s affairs

in the best interests of the Company and all shareholders. The

Board is to ensure that the Company’s organization is structured

in such a manner that the accounting, management and the

Company’s finances in general are controlled in a satisfactory

manner. The Board appoints the CEO. Remuneration to the

Board of Directors is proposed by the Nomination Committee

and resolved by the AGM. Information on remuneration for the

Board of Directors and the Committee members is shown in the

table in Note 33 in the annual report.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Composition of the Board

In accordance with the Company’s Articles of Association, the

Board of Directors shall, in addition to any directors who may

lawfully be appointed by another body than the general meeting,

comprise four-to-seven directors. A Board member may be

elected for a period until the end of the first, second, third or

fourth annual general meeting occurring the year after the

election of the Board member.

The Board of Directors is appointed by the General Meeting.

The Nomination Committee of Verve has the task of submitting

appropriate proposals regarding the Board of Directors to the

General Meeting.

The Nomination Committee shall apply item 4.1 in the Code

regarding the diversity policy, whereby the Nomination Committee

shall consider that the Board of Directors, with regard to the

Company’s operations, development stage and other condi-

tions, shall have an appropriate composition, characterized by

versatility in respect to the competence, experience, geographic

coverage and background of the members elected at the

general meeting. Furthermore, the Nomination Committee shall

work with the goal of achieving an even gender distribution on

the Board of Directors.

The AGM on June 11, 2025 re-elected Tobias M. Weitzel, Franca

Ruhwedel, Johan Roslund, Greg Coleman, Peter Huijboom and

Remco Westermann and elected the new member Alexander

Doll. All Board Members are elected for the period until the next

Annual General Meeting, which complies with the Code under

point 4.7, that provides that “Members of the board are to be

appointed for a period extending no longer than to the end of

the next annual general meeting.” For more information on the

individual board members, please refer to the director’s section

on page 32. Tobias M. Weitzel was appointed Chairman

of the Board of Directors. According to point 6.3 of the code,

the chair is to ensure that the work of the board is conducted

efficiently and that the board fulfils its obligations. In particular,

1) until AGM 2025

the chair is to (i) organize and lead the work of the board to

create the best possible conditions for the board’s activities,

(ii) ensure that new board members receive the necessary

introductory training, as well as any other training that the chair

and member agree is appropriate, (iii) ensure that the board

regularly updates and develops its knowledge of the Company,

(iv) be responsible for contacts with the shareholders regarding

ownership issues and communicate shareholders’ views to the

board, (v) ensure that the board receives sufficient information

and documentation to enable it to conduct its work, (vi) in

consultation with the chief executive officer, draw up proposed

agendas for the board’s meetings, (vii) verify that the board’s

decisions are implemented, and (viii) ensure that the work of the

board is evaluated annually.

In the composition and size of Verve’s Board of Directors, the

need for diversity and breadth as well as skills and background

has been considered, as well as the ability to manage the

Company’s affairs efficiently and with integrity.

Remco Westermann is CEO and Board member of Verve and

is the only board member who is also part of the executive

management, thus Verve complies with the requirements of

the Code regarding the separation of board and executive

management.

Board Type

Number of members

Executive Directors 1

Independent directors 6

Other non-executive directors 0

Total board size 7

We follow the One-Tier System

Board Average Tenure

Name

Tenure of

board member

Industry

experience

Tobias M. Weitzel 8 (since 2018) Yes

Elizabeth Para

3 (since 2022) Yes

Alexander Doll 1 (since 2025) Yes

Johan Roslund 4 (since 2022) Yes

Franca Ruhwedel 4 (since 2022) Yes

Remco Westermann 8 (since 2018) Yes

Peter Huijboom 2 (since 2024) Yes

Greg Coleman 2 (since 2024) Yes

Average tenure of board members = 4

Independence

According to the Code, the majority of directors elected by the

shareholders’ meeting are to be independent of the Company

and its executive management and at least two of the members

of the Board who are independent of the Company and its

executive management are also to be independent in relation

to the Company’s major shareholders.

According to the definition in the Code, all board members

except for Remco Westermann are independent to the Company

and the executive management as well as in relation to major

shareholders.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Board Work

The Board of Directors adopts written rules of procedure for its

work as well as obligation and duties for the Chairman of the

Board of Directors and instructions for the Committees, financial

reporting guidelines for the CEO and CFO, internal control

framework and other instructions, guidelines and policies. The

rules of procedure are specifically re-adopted annually at the

constituent meeting following the Annual General Meeting, while

all other documents are adopted by the Board of Directors during

other Board meetings. The Rules of Procedure define how work

is divided between the Board of Directors, its Committees, and

the CEO.

In 2025, the Board of Directors held 47 board meetings, of which

33 were by written resolutions. All meetings held followed an

agenda provided to the board members prior to the meeting,

along with relevant documentation for each agenda item. The

CEO, and in most meetings the CFO attended the board meet-

ings, unless the meetings concerned issues where there could

be a conflict of interest or where the board convenes without

the executive management. The CEO reports on operational

performance at each regular board meeting and the CFO

reports on financial performance at regular intervals. In addition,

the CFO, senior executives and, if necessary, the Company’s

auditors make presentations on various specialized topics.

Among other things, board meetings were held in advance of

capital market trans-actions, before the publication of quarterly

as well as annual financial statements and before general

meetings.

The work of the Board of Directors is evaluated annually with

the aim of both developing the board’s activities as well as its

composition considering the development of the Company. In

conjunction with the board evaluation, an evaluation of the CEO

is also conducted. The last evaluation took place in December

2025, with members completing an anonymized questionnaire.

The results, which were also anonymized, were presented to

the Board of Directors at an ordinary Board meeting.

Attendance Board Meetings

Name

Attendance Board Member /

Meetings 2025

Tobias M. Weitzel 47/47

Alexander Doll (starting June 2025) 26/28

Elizabeth Para (until June 2025) 19/19

Johan Roslund 45/47

Franca Ruhwedel 47/47

Remco Westermann 45/47

Peter Huijboom 46/47

Greg Coleman 45/47

Board Committees

Remuneration Committee

The Remuneration Committee consists of Peter Huijboom

(Member and Chair), Johan Roslund, and Tobias M. Weitzel. The

Remuneration Committee has the responsibilities and authority

that follows from the Swedish Companies Act and the Code.

The duties of the Remuneration Committee are defined in

annually adopted instructions and include amongst others, (a)

prepare the Board of Directors’ decisions on issues concerning

principles for remuneration, remunerations, and other terms of

employment for the executive management, (b) monitor and

evaluate programs for variable remuneration, or (c) monitor and

evaluate the current remuneration structures and levels in the

Company.

After the 2025 Annual General Meeting, the Remuneration

Committee was reconvened at the constituent meeting of the

Board of Directors for the period until the constituent meeting

of the Board of Directors after the 2026 Annual General Meet-

ing. Five meetings of the Remuneration Committee were held

during the reporting period. All members of the Committee

attended all meetings.

Audit Committee

The Audit Committee consists of Franca Ruhwedel (Chair),

Tobias M. Weitzel and Elizabeth Para (until AGM 2025) and

Alexander Doll (starting after AGM 2025). The Audit Committee

has the responsibilities and authority that follows from the

Swedish Companies Act and the Code.

The duties of the Audit Committee are defined in annually

adopted instructions and include amongst others, (a) monitor the

Company’s financial reporting and provide recommendations

and proposals to ensure the reliability of the reporting, (b) in

respect of the financial reporting, monitor the efficiency of the

Company’s internal controls, internal audits, and risk manage-

ment, or (c) review the Company’s accounting principles and its

process for financial reporting as well as make recommendations

on appropriate changes in order to ensure the reliability of the

financial reporting as well as the internal control system, the

risk management system and the internal audit.

After the 2025 Annual General Meeting, the Audit Committee

was reconvened at the constituent meeting of the Board of

Directors for the period until the constituent meeting of the

Board of Directors after the 2025 Annual General Meeting.

Seven meetings of the Audit Committee were held during the

reporting period. Between the regular meetings, the chair of the

Audit Committee is in regular contact with the CFO as well as

with the auditor. During the reporting period, Franca Ruhwedel

and Tobias M. Weitzel attended all 7 meetings, while Elizabeth

Para attended 3 out of 3 and Alexander Doll attended 3 out of 4

meetings. In addition to the official meetings, the members of

the Audit Committee held a monthly jour fixe with the auditor

during the high season of the audit.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Auditor

The Annual General Meeting 2025 has resolved, in accordance

with the Nomination Committee’s proposal that the Company

shall have one auditor and that the fees to the auditor shall be

paid in accordance with approved invoices.

The Annual General Meeting 2025 reappointed Deloitte Sweden

AB as auditors of the Company for the period until the close

of the Annual General Meeting 2026. Deloitte Sweden AB has

informed the Nomination Committee that the auditor Christian

Lundin will continue as auditor-in-charge and to authorize the

Board of Directors to fix their remuneration.

The auditor has the task of auditing Verve’s annual report

and reporting to the shareholders on whether the financial

statements provide a true and fair view, according to IFRS as

adopted by the EU and the requirements according to the

Annual Accounts Act.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Board of Directors

The directors who served during the period under review until the approval of the financial statements were as follows:

Tobias M. Weitzel

Chairman of the Board (2022)

Board Member (2018)

Born: 1973

Nationality: German

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 1,224,228 A-shares and 500,000 ESOP.

Committee Work: Member of the Audit and Remuneration

Committee.

Current positions: Member of the executive board of CREDION

AG, CREDION Kapitalverwaltungsgesellschaft, CREDION

Komplementärgesellschaft and AfricaConnect GmbH. CEO of

BSK GmbH. Member of the Supervisory Board of Varengold

Bank AG. Member of the Advisory Board of Enercast GmbH.

Greg Coleman

Board Member (2025)

Born: 1954

Nationality: United States of America

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 27,027 A-shares and 90,000 share options.

Committee Work: None.

Current positions: EIR at Lerer Hippeau Ventures CS LLC,

Adjunct Professor, Digital Marketing at NYU Stern School of

Business, Board Member at BuzzFeed, Cadent, Static Media,

Guideline and Botify.

Peter Huijboom

Board Member (2025)

Born: 1963

Nationality: Dutch

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 68,207 A-shares

Committee Work: Chair of the Remuneration Committee.

Current positions: Chairman of the Board Happy Horizon,

Member of the Board Morse Participaties, Human 8, Director

of Furria Holding BV, JOTA Vastgoed BV and Symbion BV.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Elizabeth Para

Board Member (2020 - 2025)

Born: 1972

Nationality: British and Canadian

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 1,457,847 A-shares and 500,000 ESOP.

Committee Work: Member of the Audit Committee.

Current positions: None.

Johan Roslund

Board Member (2022)

Born: 1987

Nationality: Sweden

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 11,000 A-shares.

Committee Work: Member of the Remuneration Committee.

Current positions: CFO and private investor. Board member of

Skyon AB.

Franca Ruhwedel

Board Member (2022)

Born: 1973

Nationality: German

Independence: Independent in relation to the Company,

Company management and major shareholders.

Holdings: 16,429 A-shares.

Committee Work: Chair of the Audit Committee.

Current positions: Professor for Finance and Accounting at

Rhine-Waal University, Member of the Supervisory Board/

Chairperson of the Audit Committee, and the Related Party

Committee at thyssenkrupp nucera, Member of the Supervisory

Board/Chairperson of the Audit Committee of United Internet AG.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Alexander Doll

Board Member (2025)

Born: 1970

Nationality: German

Independence: Dependent in relation to the Company,

Company management and major shareholders.

Holdings: N/A

Committee Work: Member of the Audit Committee.

Current positions: Independent board member and Chair

Investment Committee of Arriva Group, Independent Member

of the Supervisory Board, Chair of the Audit and Finance

Committee of JSC Ukrainian Railways, Chairman of the Advisory

Board and Member of the Stiftungsrat at Frankfurt School of

Finance & Management, board member at GBC Group.

Remco Westermann

CEO and Board Member (2018)

Born: 1963

Nationality: Dutch

Independence: Dependent in relation to the Company,

Company management and major shareholders.

Holdings: Remco Westermann personally holds 100% of the

shares in Sarasvati GmbH, which in turn holds 100% of the

shares and voting rights in Bodhivas GmbH, which in turn holds

46,334,481 shares and 23.2% of the shares and voting rights in

VERVE.

Committee Work: None.

Current positions: Managing Director of Jarimovas GmbH,

Bodhivas GmbH, Bodhisattva GmbH, Sarasvati GmbH and

Garusadana GmbH.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Leadership Team

Verve’s CEO and Group Executive Management is responsible for the management of the entire Verve Group and reports to the Board of Directors. Verve’s

CEO and Group Executive Management includes Remco Westermann (CEO), Christian Duus (CFO), Jens Knauber (COO, until July 2025), Sameer Sondhi

(CRO, until December 2025), Alex Stil (CSO, until February 2026), Carrie Galli (CHRO, since September 2025), Prasanna Prasad (CTO, July 2025 - March 2026),

Mishel Alon (CBO, since July 2025), and David Philippson (CPO, July 2025 – December 2025). David Simon joined the company in March 2026 as new CRO.

Remco Westermann

CEO & Board Member

Born: 1963

Remco Westermann, founder of Verve Group SE. With 30+

years of experience, he previously founded Bob Mobile AG and

led Sonera Zed’s German subsidiary.

Holdings in VERVE: 46,334,481 as of Dec 2025.

Carrie Galli

CHRO (since September 2025)

Born: 1970

Carrie joined Verve with extensive international experience, most

recently as Chief People Officer at GroupM’s EssenceMediacom.

She possesses deep media industry insights and a proven track

record of driving global business goals through transformational

people strategies. Carrie excels at building inclusive, performance-

driven cultures that deliver maximum impact for fast-paced, high-

growth companies.

Holdings in VERVE: 150,000 LTIP.

David Simon

CRO (since March 2026)

Born: 1983

David has 15+ years of ad tech leadership experience. At Moloco,

he drove growth across mobile, CTV, and retail media using

machine learning. Most recently, he held senior roles at Mood

Media and Vibenomics, scaling programmatic in-store networks,

following previous leadership positions at Yahoo, Turn, and

Jounce Media.

Holdings in VERVE: 500,000 LTIP.

Christian Duus

CFO (since January 2025)

Born: 1974

20+ years of experience in international strategy formulation,

business development, financial analysis, and operational execution.

Previous positions as CFO at Adform, in management consulting

for Bain & Company and executive business development with

publicly listed companies GN Store Nord and North Media.

Holdings in VERVE: 500,000 LTIP.

Mishel Alon

CBO (since July 2025)

Born: 1980

20+ years of experience in the mobile industry working with

operators and media companies. Held executive positions at

InMobi, Opera Media, GroundTruth, Infospace, and LiveWire.

Holdings in VERVE: 500,000 LTIP.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Internal Control and Risk Management

The Board of Directors is responsible for ensuring that the

Company has sufficient and effective internal control systems

in place to protect the Company’s assets as well as the share-

holders’ investment. The Executive Management is responsible

for establishing a risk management and internal control system

to achieve strategic and operational objectives and protect

the Company’s assets and shareholders’ investment. Verve

operates under a Risk, Compliance, and Internal Control (RCIC)

Framework, which describes the approach and the respons-

ibilities of Verve employees, management, and the Board of

Directors together with actions related to risk management,

compliance, and internal controls. The RCIC Framework enables

Verve to successfully grow the business by helping identify

potential events that may affect the Company, manage the

associated risks and opportunities, and supports the achieve-

ment of the Company’s vision. The Compliance Management

System (CoMS), the Internal Control System (ICS) and the

Strategic and Operational Risk Management ) are established

to support in fulfilling this responsibility in conjunction with an

Information Security Management System (ISMS), that follows

the principles of ISO 27001:2022. In addition, an ESG operating

model has been implemented to ensure that expectations and

targets in the areas of environmental, social and governance

(ESG) are met.

Verve follows the COSO framework for internal control and

complies with the rules for companies listed on Nasdaq First

North Premier Growth Market, Nasdaq Stockholm (for bonds)

and the General Standard Segment of Deutsche Börse, as well

as the Swedish Companies Act and the Swedish Corporate

Governance Code. In 2025, Verve continued to build upon the

solid progress made in the previous year, further enhancing the

Internal Control System. The efforts were focused on testing

and assuring the effectiveness of key controls for the material

entities, ensuring that they are robust and aligned with our ICS

practices.

The main purpose of the Internal Control System (ICS) is to

provide reasonable assurance over the reliability of financial

statements and of controls related to financial reporting and

disclosures, as required by regulators and the Company’s policies.

The ICS requires the company to put in place procedures and

policies to record transactions fairly and accurately, and to

prevent or detect material misstatements and unauthorized use

of Verve’s assets.

Control Environment

Management is responsible for setting the tone at the top

and to establish standards of conduct for all employees of the

Company. The Verve Code of Conduct describes the set of

behaviors and shared values that all managers, employees, and

contract workers are expected to follow at all times. Guided by

Verve’s mission “Let’s Make Media Better” and the Verve Code

of Conduct, Executive Management (“C-level”) establishes

overarching strategic goals and sets financial targets. These

goals are cascaded to our business segments worldwide to

ensure alignment across the Company. Designated senior man-

agement is accountable for meeting these goals and objectives.

To create and maintain a functioning control environment, the

Board of Directors adopted a number of steering documents

and policies, including rules of procedure for the Board of

Directors, the Board Committees and executive management.

Policies and procedures are in place that require incidents of

non-compliance, adverse events, control failures or critical

unmitigated risks to be escalated to Management and, if appro-

priate, to the proper authorities in a timely manner. A Whistle-

blowing Tool is available to any employee to report information

that might represent an actual or potential violation of law or

Verve’s Code of Conduct, including questionable accounting

and disclosure practices, with utmost confidentiality and with-

out fear of retaliation. Other policies include a tax policy, finance

risk policy, insider information policy, and sanctions policy.

Risk Assessment and Control Activities

Verve’s operations are subject to numerous risks that are

regularly reviewed and evaluated by the Board of Directors.

A more detailed description of the financial risks can be found

in Note 17 on page 135 of the Annual Report. A more detailed

description of our ESG-related risks can be found in the

Sustainability Report from page 47 of the Annual Report.

In analyzing and assessing risks, the Company divides risks into

categories (Finance, Legal Compliance, Operational and Strategic)

and business areas (Corporate, Games, Media) and assigns an

owner from Group Executive Management to each risk. The

current risk exposure is evaluated on the basis of probability of

occurrence and impact and compared with the target risk expo-

sure according to the Company’s risk appetite. In a further step,

mitigation measures are defined. In addition to the year-end

report, interim reports and annual report, the Board of Directors

reviews and evaluates extensive financial data regarding Verve.

The Board of Directors also processes information on risk

assessments, disputes and any irregularities that may have an

impact on Verve’s financial position. The Board of Directors also

reviews the most significant accounting principles applied in

the Company regarding financial reporting and material changes

in accounting principles as well as reports on internal control

and the processes for financial reporting. During the fiscal year,

the Board has initiated a project to further professionalize the

Risk Management System. As part of this project, the Financial

Risk Management dashboard has been extended and further

improved with the help of an external consultant.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Information & Communication

Internal Information and communication channels are in place so that management and employees

are aware of their responsibility for risks, compliance activities and internal controls in their teams.

All employees have access to Verve’s RCIC Portal to read relevant documents such as the Code

of Conduct, Company policies, procedures and guidelines, ESG targets, etc. In addition, news,

information, projects, and activities related to risk, compliance and internal controls are shared

through Company newsletters, All-Hands Meetings and Townhalls.

Formal and informal training sessions are conducted with relevant employees. For specific

risk areas, mandatory training is conducted regularly. Information is provided to new hires and

employees transferring to other functions on key processes, risks, and controls relevant to their

role. The Whistleblowing Tool offers all employees a mechanism for anonymous reporting, where

local law permits, potential violations of laws, regulations, or policies, or to raise concerns about

ethical behavior, safety, or security.

Risk management functions meet regularly with the Board of Directors and Executive Management

to ensure risk visibility, ownership, and status of action plans, controls, and mitigation. The Company

adheres to its Information and Insider Policy, as established by the Board of Directors, aligning

with market standards. This policy sets out communication protocols to ensure the accuracy,

compliance, and comprehensiveness of both external and internal information. The Head of In-

vestor Relations (IR) oversees the implementation of this policy throughout the Company. Investor

Relations is managed and supervised by the CEO and the Head of IR who reports to the CEO.

Another task of the Head of IR is to support the CEO and senior executives in terms of communi-

cation with the capital markets. The Head of IR also works together with the CEO and CFO on

the preparation of the annual financial statements, annual general meetings, capital market

presentations and capital market days and other regular reports on IR activities. An Ad-Hoc

Committee has been established, consisting of the Chairman, the CEO, the CFO and the Head of IR,

which meets on a regular basis, as well as at very short notice if an insider-relevant event occurs.

Internal Audit

The Company regularly evaluates the need for internal auditing based on Company-specific

factors such as the scale, structure, diversity and complexity of the Company’s operations, the

number of employees, the Company’s culture, and cost-benefit considerations as well as further

ESG relevant topics. No formal internal audit was conducted during the reporting period. However,

the Internal Controls team conducted testing of key controls in material legal entities in 2025 to

ensure compliance and collaborated with Management to define action plans to mitigate control

gaps or improve effectiveness of controls tested. The company continues to assess the establish-

ment of an internal audit function in line with its evolving governance and regulatory requirements.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks

Risk Description Mitigation

Overall demand

for advertising in

the Group’s media

business

The Group’s business highly depends on the overall demand for advertising and on the economic success of the Group’s current and

potential publishers and advertisers. If advertisers reduce their spending on advertising, the Group’s revenue and results of operations

are affected. Many advertisers spend a higher amount of their advertising budgets in the fourth quarter of the calendar year due to in-

creased holiday purchasing or for budget reasons. If advertisers reduce the amount of their advertising spending during the first quarter

(or a later quarter), or if the amount of inventory available to advertisers during that period is reduced, this could have an adverse effect

on the Group’s revenue and operating results for that fiscal year. Economic downturns or instability in political or market conditions may

cause advertisers to reduce their advertising budgets. Reductions in inventory would make the Group’s solution less attractive to adver-

tisers. Moreover, any negative changes in the treatment of advertising expenses and the deductibility of such expenses for tax purposes

would likely cause a reduction in advertising demand. In addition, concerns over e.g. the sovereign debt situation in certain countries in

the European Union, and geopolitical turmoil in several parts of the world, including within the European Union, have and may continue

to put pressure on global economic conditions. These factors may contribute to a reduction in advertising spending, which could, in turn,

adversely impact the Group’s revenue and operational performance. The ongoing geopolitical tension, including trade tariffs and the

potential for a prolonged blockade of the Strait of Hormuz, will or might have impact on the economy of the US or also other countries as

well as fluctuating exchange rates creates uncertainty that might also impact the Company.

The Group’s media subsidiaries leverage innovation in order

to gain market share, putting it in a position to be able to

grow despite adverse market condition. Further, the Group

continuously seeks to diversify its customer base through

the addition of new industries, both on the advertiser and

publisher side, thereby reducing the Group’s exposure

to adverse market developments in a given sector. The

Group’s focus is on emerging channels, such as Mobile and

CTV, as these are experiencing some of the highest growth

in the digital advertising market and are exposed to less

demand risk compared to traditional channels.

Leading global tech-

nology companies

may undermine the

Group's revenue

model in the media

business

In many cases, the parties that control the development of mobile connected devices and operating systems include the Group’s most

significant competitors in the mobile advertising industry. For example, Apple controls two of the most popular mobile devices, the

iPhone and the iPad, as well as the iOS operating system that runs on them. Apple controls the app store for downloading apps that run

on Apple’s mobile devices and Google controls the Android operating system and Google Play. The Group depends on the interoperability

of its products and services with popular devices, desktop and mobile operating systems and web browsers that it does not control,

such as Android, iOS, Chrome, Internet Explorer and Firefox. Any changes in such systems, devices or web browsers that degrade the

functionality of the Group’s products and services or give preferential treatment to competitive products or services could adversely

affect usage of the Group’s products and services. If the Group’s mobile advertising platform were unable to work on these devices or

operating systems, either because of technological constraints or because the maker of these devices or publisher of these operating

systems wish to impair their competitors’ ability to compete with them or such competitors’ ability to fulfil advertising space, or inventory

from developers whose apps are distributed through their control channels, the Group’s ability to generate revenue could be significantly

affected. Additionally, the Group’s ad formats and/or revenue models (such as rewarded formats) might be affected, as, for example,

Apple and Google could ban certain apps or clients from their apps store which are important to the Group and could give preference

to their own products and services. Consequently, leading global technology companies such as Apple and Google have the power to

undermine the revenue model of the Group. Furthermore, the integration of generative AI and LLMs into search and browsing environ-

ments by these dominant players may redirect user traffic away from the open internet, potentially reducing the reach and inventory of

the Group’s publisher partners.

Further, if the number of platforms for which the Group develops its product expands, this can result in an increase in the Group’s operating

expenses. In order to deliver high-quality products and services, it is important that the Group’s products and services work well with a

range of operating systems, networks, devices, web browsers and standards that it does not control. In addition, since a majority of the

Group’s users access the products and services through mobile devices, the Group depends on the interoperability of its products and

services with mobile devices and operating systems. The Group may not be successful in developing relationships with key participants

in the mobile industry or in developing products or services that operate effectively with these operating systems, networks, devices, web

browsers and standards. If it is difficult for the Group’s users to access and use the products and services, particularly on their mobile devices,

the user growth and engagement could be harmed and the business and consolidated result could be adversely affected.

The Group is continuously investing in technological

innovation and expanding its product services to react to

changes in the market and competitive landscape while

also building unique selling propositions that differentiate

the Group, such as ID-less targeting and the use of AI

technology.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

No minimum volumes

in agreements with

advertisers and

publishers, and risk

that such agreements

are terminated

without penalty or

on short notice

The Group’s contracts with advertisers and publishers generally do not provide for any minimum volumes or may be terminated on

relatively short or no notice and without penalty. Advertisers’ and publishers’ needs and plans can change quickly, and advertisers or

publishers may reduce volumes or terminate their arrangements with the Group for a variety of reasons, including financial issues or

other changes in circumstances, new offerings by or strategic relationships with the Group’s competitors, change in control, or declining

general economic conditions. Technical issues could also cause a decline in spending. As a result, the Group has limited visibility as to

its future advertising revenue streams, as the Group’s advertiser and publisher clients may not continue to use the Group’s services.

Additionally, the Group may not be able to replace, in a timely or effective manner, departing clients with new clients that generate

comparable revenue.

In addition, the Group’s agreements typically do not restrict the publishers from entering into agreements with other companies, including

the Group’s competitors. As a result, partners may choose to collaborate with competitors, negotiate for lower prices, or terminate existing

services with short notice. Such actions could lead to a slow down or a reduction in revenue and harm the Group’s reputation.

The Group is continuously working on improving its quality

of service, its targeting capabilities, as well as expanding

relationships with its supply and demand partners. As

part of this, the Group also aims to develop more longterm

relationships. Additionally, offering services on a results-

based payment model and taking over certain functions

from our partners on their behalf, further strengthens our

value addition to and relationships with our partners.

Macroeconomic and

geopolitical risks

The Group operates internationally with customers located in various locations in the world. Hence, the Group’s business is affected by

international, national and regional economic conditions. With approximately 80 percent of the Group’s revenue derived from the US

advertising market, the Group’s growth and profitability are particularly sensitive to fluctuations in this market. An economic downturn

in the US that leads to a slowdown in advertising spending, would have an adverse impact on the Group’s financial performance and

results of operations.

Market turbulence and downturns in the global economy can also affect the financial condition of the advertisers and publishers and

impact their ability to conduct business with the Group. This may occur due to, among other things, pandemics, acts or threats of war,

inflation, and changes in international, national or regional legislations. For example, the Russian invasion of Ukraine in February 2022

and the sanctions imposed as a consequence thereof affected the interest rates, inflation and exchange rates, which in turn limited the

opportunities for sales, lead to lower growth and disrupted to the global economy, the financial markets and global trade. Similarly,

geopolitical escalations such as a potential prolonged blockade of the Strait of Hormuz could trigger global energy price shocks and

inflationary pressures, indirectly leading to a reduction in corporate advertising budgets and thus impacting the Group’s revenue.

Continued or intensified military action and geopolitical tensions, as well as trade wars and sanctions, could have an adverse effect

on the Group’s business, financial condition and results of operations to the extent these have an impact on the macroeconomic and

geopolitical contexts in which the Group’s operates. Changes to government policies and regulations on use of apps and online games

in countries where the Group operates are further examples on geopolitical events which may adversely impact the Group’s operations.

The Group operates primarily in the US and EU, regions that

have historically demonstrated macroeconomic stability,

which helps limit the downside of economic downturns.

Local subsidiaries manage employee and customer

contracts in local currencies, reducing exposure to foreign

exchange fluctuations, while natural hedging strategies

further minimize foreign exchange risk, particularly for EUR/

USD. The Group’s digital operations and robust work-from-

home policies ensure business continuity even during

global disruptions such as pandemics. Additionally, in an

economic downturn, the Group has the flexibility to shift

revenues and resources toward more stable sectors like

food, home entertainment, and finance/insurance, mitigating

the impact of reduced advertising spending.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

Risks related to

the Group’s global

operations

The Group operates through subsidiaries across multiple countries. While the majority of its employees are based in Germany and the

United States, the Group also maintains smaller entities and offices in locations such as the Netherlands, India, Brazil, and China. At the

same time, the Group’s products and services are sold globally.

Due to the Group’s global presence, the Group is exposed to various political, legal and economic risks. For example, Russia’s military

invasion of Ukraine has resulted in unprecedented sanctions and trade restrictions imposed by major parts of the international community.

In response, the Group has ceased all operations in Russia and discontinued cooperation with its Russian partners. Furthermore, trade

restrictions, limited protection of intellectual property, currency controls, changes in customs regulations, or increases in customs duties

may negatively impact the Group’s business activities. These jurisdiction-specific risks may also result in foreign subsidiaries or production

and sales sites being temporarily unable to operate or only able to operate at a limited capacity.

Additionally, managing operations across multiple jurisdictions presents logistical and financial challenges, including the integration of

accounting systems, which can be time consuming and costly. Similarly, adverse changes in key factors affecting procurement, distribution,

and production, such as economic stability, exchange rates, infrastructure, and, in particular, the availability and cost of skilled labor,

could pose challenges. Furthermore, social and political developments in the countries where the Group operates may drive up production

costs, for instance, through rising labor expenses. A shift in the economic environment toward high-tech industries could also result in

skilled workers migrating to other sectors, leading to labor shortages and potential supply bottlenecks or cost increases. Additionally,

there is a risk that labor disputes could arise at foreign production sites, potentially causing delivery delays, operational disruptions, and

increased costs.

The occurrence of one or more of these risks associated with operating in multiple jurisdictions could adversely affect the Group’s

business activities, financial position, and overall results of operations.

The Group operates primarily in the US and EU, which

have historically been relatively lower risk regions from

a legal, economic and geo-political perspective. Smaller

subsidiaries in higher risk countries, such as India and the

Philippines, function solely as cost centers without direct

market dependencies or key operational relationships,

allowing for operational flexibility and substitution by other

regions if necessary. Additionally, the Group does not main-

tain any critical functions outside the US or EU, effectively

limiting the risks associated with global operations.

Lack of control over

information tech-

nology systems for

services provided in

the media business

The Group’s mobile platform and smartphone operating systems depend on the reliability of the network operators and carriers who

maintain sophisticated and complex mobile networks, as well as the Group’s ability to deliver ads on those networks at prices that enable

the Group to realize a profit. Mobile networks have been subject to rapid growth and technological change, particularly in recent years. The

Group does not control these networks.

Mobile networks could fail for a variety of reasons, including new technology incompatibility, degradation of network performance under the

strain of too many mobile consumers using the network, general failure from natural disaster or political or regulatory shut down. Individuals

and groups who develop and deploy viruses, worms and other malicious software programs could also attack mobile networks and the

devices that run on those networks. Any actual or perceived security threat to mobile devices or any mobile network could lead existing

and potential device users to reduce or refrain from mobile usage or reduce or refrain from responding to the services offered by the

Group’s advertising clients. If the network of a mobile operator should fail for any reason, the Group would not be able to effectively provide

the Group’s services to its clients through that mobile network. Mobile carriers may also increase restrictions on the amounts or types of

data that can be transmitted over their networks or change their pricing plans. The Group currently generates revenue from its advertiser

clients based on the type of ads the Group delivers, such as display ads, rich media ads or video ads. In some cases, the Group is paid by

advertisers on a cost-per-thousand (CPT or CPM) basis depending on the number of ads shown. In other cases, the Group is paid on a cost-

per-click (CPC), cost per install (CPI) or cost-per-action (CPA) basis depending on the action taken by the mobile device user. Different types

of ads consume differing amounts of bandwidth and network capacity. If a network carrier were to restrict amounts of data that can be

delivered on that carrier’s network or change pricing plans, block ads on their networks, or otherwise control the kind of content that may be

downloaded to a device that operates on the network, it could negatively affect the Group’s pricing practices and inhibit the Group’s ability

to deliver targeted advertising to that carrier’s users, both of which could impair the Group’s ability to generate revenue.

The mobile carrier business in the EU and US where the

Group mainly operates is very mature and advertising is

an important source of income for those offering the apps

in the Appstore’s as well as for the operators, the mobile

phone manufacturers, and the companies that offer app

stores. The Group maintains good relationships with these

companies and continuously monitors the development in

this area and implement actions as necessary.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

Dependency of

external service

providers, as well as

malfunctions and

failure of IT systems

and networks

The Group’s daily operations rely in part on its IT systems. The Group uses complex IT systems, applications and solutions, as well as data

center services, across its business operations. The Group also relies on well-functioning IT systems, applications and solutions, hardware

and networks to operate effectively. In addition, the business activities conducted via the internet and electronic data processing rely on

stable data availability, fast data transmission, a technically stable internet connection, and a well-functioning hardware and cloud infra-

structure. These services are often provided by external partners and are therefore not directly controlled by the Group. Potential issues

beyond the Group’s control may therefore arise, including incompatibility with new technology, network performance degradation due to

high load, system failures, or shutdowns due to political or regulatory actions. The functionality of the servers used by the Group, along with

the hardware, cloud, and software infrastructure, is crucial to its business operations and overall appeal to customers. Errors or vulnerabilities

in existing hardware, software, or cloud infrastructure cannot be entirely ruled out. Also, external partners may adjust service levels, band-

width availability, or other aspects of their offerings. The business activities of the Group may also be significantly impaired by breakdowns

or disruptions to IT systems and networks as a result of hardware destruction, system crashes, and software problems. The Group may not

be able to guarantee its services due to the lack of reliability, security and availability of its IT infrastructure.

Furthermore, the Group is dependent on various external service providers, including internet carriers, mobile phone carriers, data centers,

cloud providers, and other technical and data partners, for its operations. Also, the Group extensively uses artificial intelligence (AI) solutions,

which may not always function optimally or could produce inaccurate results. Disruptions or failures in any of these services could neg-

atively impact the Group’s ability to provide its services efficiently. This could result in degraded service quality, reduced performance, or

even a complete loss of service availability for customers. Even if the Group is not directly responsible for such failures, they may still lead to

reputational damage, financial losses, or other adverse effects on the business. Further, the third-party software used by the Group could

become incompatible with regard to new and necessary updates due to, for example, the third-party software no longer being supported

by the developer in question or due to potential architectural issues that prevent the expansion of the software. In addition, the third-party

software in use may violate the license or intellectual property rights of other entities. The Group’s failure to discover existing security or

data vulnerabilities at an early stage could lead to a lack of security for the shared resources that are offered. This means that one customer

might be able to access data for another customer. All of the above potential risks, if realized, could negatively affect the net assets, financial

position and results of operations of the Group.

The Group works and maintains good relationship with

large infrastructure providers, such as Amazon, Microsoft,

and Google, and ensures that disaster recovery program is in

place for critical IT systems. In addition, the Group monitors

and implements required updates to hardware and soft-

ware, and works with reliable cloud providers to stay up to

date and compatible with developments in technologies.

Hacking, intrusion,

fraud, successful

social engineering

attacks through

increasingly sophisti-

cated threat actors

The Group, along with its employees, customers, and partners, faces an increasing threat of targeted and sophisticated cyberattacks,

including hacking, intrusion, fraud, and social engineering attacks. These attacks have the potential to cause system failures, unauthorized

access to sensitive (including personal) data, and financial losses.

The growing sophistication of cyber threats is further exacerbated by advancements in artificial intelligence (AI) which enables

adversaries to e.g. craft highly convincing phishing messages and payment diversion schemes tailored to specific individuals or groups.

By leveraging AI and publicly available data, adversaries can enhance the credibility of fraudulent communications, increasing the

likelihood of successful attacks.

Additionally, virus attacks and malware infections, unauthorized system access due to e.g. vulnerabilities or misconfiguration, failures of

third-party partners systems, or comparable malfunctions can harm the Group and its customers. As sophisticated tactics are becoming

more prevalent, security measures, such as certain Multi-Factor Authentication (MFA) methods, may become less effective in mitigating

these risks.

A successful cyberattack could lead to the compromise of sensitive data, disruption of business operations, reputational damage, and

financial harm to the Group. The increasing complexity of cyber threats requires continuous investment in security infrastructure and

protocols to protect against evolving risks.

The Group has implemented comprehensive measures

against sophisticated cyberattacks. The Group requires

Multi-Factor Authentication (MFA) for all internal user

accounts, with phishing-resistant MFA being used for

high-value accounts such as administrators. It also ensures

the use of separate user accounts for administrative tasks

and is in the process of restricting access to IT systems

from only approved and known locations. To strengthen

its defense, the Group conducts regular user awareness

training to educate employees on emerging threats like

phishing and social engineering. Additionally, the Group

actively monitors for suspicious activity by setting up alerts

on and reviewing sign-in events for systems like Microsoft

365 (MS365). Access to information and systems is tightly

controlled through the need-to-know principle, with these

actions collectively aimed at protecting sensitive data,

preventing unauthorized access, and minimizing the risk of

financial loss, system disruptions, and reputational damage.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

Changes in

market power

among publishers,

intermediaries

and advertisers in

the Group’s media

business

The Group’s operating subsidiaries provide technical solutions for app publishers to monetize and advertise their apps and generate revenues

by matching the app publishers’ ad inventory with demand from advertising companies targeting specific types of app users in particular

geographies.

The Group receives a portion of the payment, which the advertisers are paying for placing ads into the apps of the publishers. The Group therefore

focuses on maximizing their revenues after inventory acquisition costs on an absolute basis. The Group believes this focus fortifies a number of its

competitive strengths, including continuous improvement of the Group’s adaptable technology platform. As part of this focus, the Group intends

to continue to invest in building relationships directly with publishers, increasing access to leading advertising exchanges and enhancing the

quality and liquidity scalability of its advertising inventory supply. This includes purchasing advertising inventory that may have a lower margin on

an individual impression basis and may be less effective in generating clicks. In addition, the Group experiences and expects to continue to expe-

rience, increased competition for advertising inventory purchased on a programmatic basis. Changes in the ad value chain, where programmatic

buying results in intermediaries such as the Group might become less important or where other new models emerge, may result in increased

margin pressure for the Group. The Group’s business will also suffer to the extent that the Group’s publisher clients and advertiser clients purchase

and sell mobile advertising directly from each other or through other companies that act as intermediaries between publishers and advertisers.

For example, large owned and operated companies such as X, Facebook, Google, and Yahoo, which have their own mobile advertising capabilities,

may decide to sell third-party ad inventory, which otherwise would have been sold by the Group. As a result, the Group faces margin pressure due

to the concentration of publishers, advertisers, and/or intermediaries along the value chain, which shifts buying power throughout the industry. If

publishers decide not to make advertising inventory available to the Group for any of these reasons, or decide to increase the price of inventory,

then the Group’s revenue could decline and the Group’s cost of acquiring inventory could increase. If for any other reason there is a shift in the

buying power among the app publishers, other intermediaries, and the advertisers respectively, this may negatively impact the Group’s margins or

even significantly impact the Group’s ability to generate revenue and increase its costs of sale.

Further, changes to identifiers such as IDFA (Identity for Advertisers) of Apple and the use of cookies have led to structural shifts in the industry. As

big players are closing their eco-systems and transition into so called “walled-gardens”, tracking and targeting have become more difficult and/or

must rely on alternative methods. The emergence of AI-driven information retrieval also poses a structural risk to the ad-supported web, as it may

shift advertising budgets toward closed AI ecosystems and reduce the demand for traditional ad placements in the open internet. These changes

will alter the balance of power in the market, intensifying competition between the large players such as Apple, Google and Amazon. At the same

time, they pose a threat to smaller independent players, including the Group’s media activities, who will need to rely more heavily on first party data,

contextual data and other privacy conformed technologies and solutions.

The Group seeks to mitigate these risks by expanding its

partnerships with a broader range of publishers, brand

advertisers, and agency partners, reducing dependency

on concentrated suppliers and intermediaries. In order to

react to shifting power dynamics in the market, the Group

continuously works to strengthen these partner relation-

ships to identify and address shifts early on. At the same

time, the Group maintains an agile and flexible setup that

allows for the quick formation of cross-functional commercial

and technology teams to address industry changes.

Additionally, the Group invests in proprietary technology,

leveraging ID-less targeting, contextual targeting, and

AI-driven optimization to adapt to evolving privacy reg-

ulations and market shifts. To sustain healthy margins

despite increasing competition and industry consolidation,

the Group implements dynamic pricing models, refines

algorithmic bidding strate-gies, and applies proactive cost

management measures to optimize inventory acquisition

costs and pricing.

Changing

technologies

and customer

requirements

The markets for online, console and mobile games and the market for media and mobile advertising are rapidly changing business areas

and characterized by new technologies, new hardware or network or software compatibility requirements, introductions of improved or

new online, console and mobile games and platform services, as well as new customer requirements. The Group’s ability to proactively

identify new trends and developments, improve existing mobile advertising services and online, console and mobile games as well as

platform services, including new games and platform services in the product range, extend the lifetime of its existing games, adapt to

changing customer requirements and, in particular, attract and retain large numbers of paying users, publishers and developers for

the platform services affects the Group’s success. If the Group is not able to introduce new technologies, games and platform services

to the market in time or to further optimize the technologies, games and/or platform services already offered and publish successful

updates, the competitive position and growth opportunities of the Group would be adversely affected. Any delay or prevention of the

introduction of improved or new technologies, games and/or platform services into the product offering or their lack or delayed market

acceptance as well as any incorrect introduction of technologies could have a negative effect on the business activities, financial position,

and results of operations of the Group.

For Games subsidiaries, the Group focuses on various

games platforms, including PC, console and mobile with

long customer lifetimes. Permanent satisfaction surveys are

in place for customers who are in contact with the customer

support team. For Media subsidiaries, the Group works

continuously on new privacy first solutions that do not rely

on identifiers, such as ATOM and Contextual. In addition,

the Group fosters industry collaboration to create frame-

works, standards, and programs, as well as to accelerate

change and innovation in the digital advertising industry

and the technologies that enable its advancement.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

Risks relating to the

public perception of

violent games and

youth access to apps

and online games

The games subsidiaries operate in a market that is highly dependent on public perception. Violent crimes are regularly associated with

the consumption of online, console and mobile games by the press and in the context of social discussion. The more violent crimes

are associated with the use of online, console and mobile games, the greater the risk that the image of the games industry will change

adversely. This can also be the result of public discourse on gambling or game addiction problems, for example with regard to lack of

sleep or the ingestion of performance-enhancing substances, in connection with online, console and mobile games. Additionally, several

countries are currently investigating restrictions on minors’ use of apps and online games, suggesting that stricter regulations regarding

youth access to these platforms may be expected or even enforced in certain jurisdictions.

A negatively developing image of the games industry would mean that fewer and fewer customers are prepared to use the online,

console and mobile games offered by the games subsidiaries and to purchase virtual goods in the process. This could also result in

stricter regulation. Therefore, a negative development of the image of the games industry would have a detrimental effect on the games

subsidiaries and might negatively affect the business activities, the reputation and net assets of the Group and might even lead to laws

preventing from certain game types or services.

The Group has procedures in place to verify it’s games

portfolio in terms of political correctness and freedom

from glorification of violence, drug use and sexual content.

The majority of games belong to the fantasy and role play

genre, and the Group’s games portfolio does not include

titles featuring violent content or shooters. A Youth Pro-

tection Officer monitors these procedures in the Games

subsidiaries.

Risk relating to the

handling of personal

data

The Group faces a multitude of frequently changing and constantly increasing legal conditions across the markets in which it operates,

affecting the business activities of the Group. Numerous of such legal provisions concern the collection, processing and responsibility

for the content and protection of data, in particular personal data. For the Group’s operations on the European market, the handling of

personal data is governed by the General Data Protection Regulation (the “GDPR”).

For the Groups operations within the United States, the US data privacy framework within the US changed significantly with the emergence

of the California Consumer Privacy Act (CCPA) and the California Privacy Rights and Enforcement Act (CPRA) in 2019. These changes

created a significant compliance burden for most businesses that collect personal information about California residents. Since then,

activity at the state level has increased as more states look to establish data privacy laws in the absence of a comprehensive data privacy

law at the federal level. Currently, a total of twenty states have passed comprehensive consumer data privacy laws in the United States.

Since the Group is active in several different jurisdictions globally, the Group must adapt its operations and keep itself informed of

potentially different interpretations of the GDPR (or other applicable personal data legislation outside the EU) by the relevant competent

data protection authority. As of the date hereof, the Group handles personal data of approximately 1 billion own customers. Given that

the Group handles a large amount of personal data, wrongful handling of personal data or breach of applicable data protection laws and

regulations in the relevant jurisdiction could result in substantial fines. This, in turn, could materially harm the Group’s operations and

financial position, while also having an adversely affect the Group’s reputation. In the event that any relevant supervisory authority would

deem that the Group is, or has in the past been, processing personal data improperly, or if a data breach occurs due to, for example security

deficiencies which lead to unlawful dissemination or processing of personal data, this could result in, for example, administrative

sanction fees due to violations of the GDPR or other legal sanctions. A breach of the GDPR may result in administrative sanctions

amounting to the higher of € 20,000,000 and 4 percent of the previous year’s combined annual turnover of the Group. Should the

mentioned risks materialize, this could result in adverse effects on the Group’s business, earnings and financial position.

Governance and structures are in place to ensure

compliance with data protection laws is monitored, and

issues are handled appropriately. At the Group level, the

Group has a legal data protection team, an inhouse cookie

manager, CIPP/US and CIPP/EU qualified lawyer (Certified

Information Privacy Professional), and EU representatives

according to Article 27 of the General Data Protection

Regulation (GDPR), an external US counsel specialized in

CCPA (California Consumer Privacy Act), and a German

counsel for GDPR.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Operational Risks (cont.)

Risk Description Mitigation

Risk related to

advertising fraud

The Group is at risk of being exposed to fraud, especially in the area of online advertising. Because of the high level of fraud in internet advertising,

there is a substantial risk that the Group’s operations are negatively affected even though various anti-fraud tools are being used. Detection of

fraud is often very difficult especially as there is normally no possibility of access to customer data and systems in order to better detect fraud.

Fraud can have a significant negative impact on the Group’s customer acquisition as well as on media volumes of the business and therefore also

negatively affect the business activities and the net assets, financial position and results of operations of the Group.

The Group’s media subsidiaries collaborate with various

experts in the industry to ensure products are updated

with latest developments in the field of data security and

fraud prevention, e.g., addition of Pixalate’s analytics tool

to the existing advertising fraud detection mechanism that

enables the Group’s media subsidiaries to measure invalid

traffic more effectively by showcasing the time and source

of potential fraudulent activities.

Disputes and

litigation

The Group is on a regular basis – mostly as a result of its continued M&A activities – involved in various legal disputes, proceedings and

arbitration proceedings, in particular with partners, employees and former shareholders of acquired companies. The Group may also

be subject to consumer class action complaints, especially in the US market. The possible negative outcomes of current and future

disputes could have a negative effect on the Group’s business, earnings or financial position. Defending claims or lawsuits can be

expensive and time consuming, divert management resources, damage the Group’s reputation and also cause regulatory inquiries.

The Group’s inhouse senior legal team diligently monitors

and manages existing legal cases, working with external

lawyers as necessary. For future M&A deals, the Group

reapplies learning from past experience to minimize the

number of active or passive legal claims. Further information

for the provisions can be found in the Note 21.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Corporate and Financial Risks

Risk Description Mitigation

Financing, liquidity

and credit risks

The Group finances its business activities using both debt and equity capital. Debt capital funding is always associated with the risk that it

may not be possible to borrow the volume required at economically acceptable conditions or that attempts at refinancing using debt capital

may fail totally or partially. The total interest-bearing debt of the Group as of 31 December 2025 amounted to approximately 498 €m. Internal

factors (such as the credit rating assigned by the market on the basis of the Group’s earnings and financial situation or management’s skill

in dealing with existing and potential sources of debt funding) and external factors (such as the general interest rate levels on the market,

the lending policies of banks and other sources of debt capital, or changes in the legal environment) both play a role.

In addition, the refinancing interest level could move in an unfavorable direction and the cost of financing could increase due to a rise in the

interest rate. The Group is also subject to the general risk that extensions of existing liabilities, refinancing or acquisition financing may not

be available to the desired extent or can only be obtained on economically unattractive terms, and that loan due dates may be brought for-

ward, making it necessary to cash in securities under certain circumstances. The future unavailability of equity or debt on the scale required

could weaken or render impossible the financing and growth of the Group. Furthermore, the Group is exposed to liquidity risks regarding

potential defaults on trade receivables, as well as transactional and translational currency risks, especially concerning the USD. For further

information, see Note 16 in the disclosures to the financial statement’s financial year 2025.

A ‘Financial Risk Policy’ is in place for the Group, which

defines risk events and the appropriate mitigation actions

to manage risks in relation to financing, liquidity, and credit.

Risk mitigation actions include diversifying debt maturities,

using a mix of financial instruments, such as bank loans,

RCFs, bonds and equity, hedging interest rates, and

maintaining a strong cash balance. In the fiscal year, the

Financial Risk Policy as well as the Financial Risk Dash-

board have been further professionalized with the help of

an external consultant.

Risk of impairment

losses recognized

in income due to

impairment tests

The Group has various assets, intangible assets, and goodwill on its balance sheet, which as of 31 December 2025 amounted to approxi-

mately 992 €m. These assets, intangible assets and goodwill are generally subject to an impairment risk which must be tested as part of

mandatory impairment tests. As of the date hereof, the value in use of the assets and goodwill concerned exceeds the carrying amounts.

Should the value in use of the assets or goodwill fall below the book values, the amount of the book values would have to be adjusted

accordingly in the balance sheet in accordance with the applicable accounting standard. Future assets and goodwill, due to acquisitions

of companies or parts of companies, would also have to be corrected with an effect on expenses. Impairment of assets and goodwill due

to adjustments to the value in use of the assets would have a negative impact on the Group’s financial position.

Controls are in place to monitor the carrying amounts of

goodwill semiannually, as well as to obtain an assessment

from a reputable independent expert at least once annually,

adopting a conservative assessment approach to identifying

and recognizing impairment. For business closures or

divestments, the impact on the Income Statement and the

Statement of Financial Position is calculated and reviewed

prior to contract signing. Further information on financial

risk management can be found in Note 6.

Tax-related risks The Group conducts its business in accordance with its own (including the Group’s advisors) interpretation of applicable tax regulations

and applicable requirements and decisions. However, the Group’s or its advisers’ interpretation and the Group’s application of laws,

provisions, judicial practice may not be correct and such laws, provisions, and practice may be changed, potentially with retroactive

effect. Such risk is increased, following the Company’s relocation from Malta to Sweden 2023, as well as in light of the contemplated

relocation to Ireland. The proposed relocation to Ireland is subject to approval by the Annual General Meeting. The Group aims for an

efficient transition, while acknowledging that moving jurisdictions entails certain administrative and regulatory steps that could influence

the Group’s future tax and compliance framework (the Company will provide separate and detailed information regarding any relevant

changes or material impacts resulting from this process as it progresses). If such an event should occur, the Group’s tax liabilities can

increase, which would have a negative effect on the Group’s results and financial position. Revisions to tax regulations could for example

comprise denied interest deductions, additional taxes on the direct or indirect sale of property and/or tax losses carried forward being

forfeited. There is also the risk of tax increases and the introduction of additional taxes which would affect the Group’s results and financial

position in the future. In the event of a change in the tax legislations or the interpretation of existing tax laws, the business activities of the

Group may be adversely affected.

A ‘Group Tax Policy’ is in place that defines the Group’s

approach to taxation risks and mitigation actions. The

Group works with external tax advisors and ensures that

tax declarations are filed correctly and timely, and that tax

audits are managed properly. To the extent possible, the

Group sets up taxation groups comprising several legal

entities to offset income and losses within tax jurisdictions.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Corporate and Financial Risks (cont.)

Risk Description Mitigation

Acquisitions The Group has historically grown both organically and through acquisitions and has made over 40 acquisitions since 2013, including

games, media, and technology companies as well as individual assets. The media companies are part of the core strategy and provide

B2B advertising services to third parties as well as to the games subsidiaries within the Group. It is likely that the Group in the future will

continue to carry out targeted acquisitions of companies or parts of companies for purposes of expanding its offerings and business

activities. However, the acquisition of companies and shareholdings as well as the purchase of Company assets involves certain risk.

For instance, risks associated with an acquisition or asset purchase may arise or materialize after the transaction has closed. Such

risks might have been overlooked, not identified or were misjudged during the previous audit or were not covered by guarantees given.

Additionally, warranty periods may have expired or recourse against the seller may not be possible for other reasons.

For acquisitions to be successful, the Group is dependent on the ability to conduct adequate due diligence of the target company or

its assets, such as intellectual property rights, negotiate and conclude the transaction on favorable terms, and secure funding and

relevant permits, such as from competition authorities. If deficiencies in the target company – such as hidden liabilities, tax risks, ongoing

disputes, regulatory non-compliance, unfavorable supplier agreements, or other adverse circumstances – are not identified during due

diligence, the Group may proceed with the acquisition under unfavorable terms, potentially leading to negative consequences for its

operations and financial performance. Hence, issues relating to Group’s M&A activities might negatively affect the business activities,

reputation, net assets, financial position, and results of operations of the Group.

In conjunction with an acquisition, the Group also makes certain assumptions and forecasts based on the acquired company’s business

plan pertaining to, for example, future sales levels of sales, profitability, growth opportunities, expected synergies and costs. These

assumptions and forecasts are associated with a number of uncertainties. The Group’s assumptions and forecasts about the target company,

including the acquisition target’s own business plan, may prove to be incorrect or incomplete, which could mean the acquisition, in both

the short and long term, does not result in the operating and financial benefits assumed by the group. Furthermore, there is a risk that

key persons of acquired companies will leave the acquired company as a result of the acquisition by the Group. If any of these risks were

to materialize, this could have a material adverse impact the Group’s cash flow, earnings and financial position.

The Group conducts in-depth due diligence for M&A deals

across finance, commercials, technology, legal and other

topics, by always using industry experts. Any concrete

material risks discovered during the M&A process are

monitored constantly to ensure a claim could be made.

Before warranty or guarantee periods expire, any issues are

reviewed with Legal and operations. In addition, escrows

or delayed purchase price payments are used to minimize

potential risks.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Sustainability report

General disclosures 48

Governance 49

Strategy 53

Impact, risk and opportunity management 63

Environment 65

EU Taxonomy 65

E1 Climate Change 67

SOCIAL 73

S1 Own Workforce 73

Governance 79

G1 Business Conduct 79

Appendices 83

Appendix A: List of ESRS disclosure requirements complied with in preparing

Sustainability Statement following outcome of materiality assessment 83

Appendix B: ESRS2 List of datapoints in cross-cutting and topical standards

that derive from other EU legislation 84

Appendix C - Phased-in S4 Consumers and End Users 91

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

General disclosures

Basis for Preparation

Verve Group SE publishes its Annual Sustainability Report 2025

as part of the Verve Group SE Annual Report 2025, which also

includes the Verve Governance Report, on 30.04.2026. The

reporting period covers the fiscal year 2025.

This Sustainability Report has been prepared in accordance

with Swedish legislation (Årsredovisningslagen Chapter 6,

§10-14) and in accordance with the Corporate Sustainability

Reporting Directive (CSRD). To prepare the report in accordance

with CSRD, we have conducted a double materiality analysis

(DMA) and for the material topics identified, we followed the

respective European Sustainability Reporting Standards (ESRS)

guidelines. A list of all ESRS disclosure requirements complied

with in preparing the Sustainability statement can be found in

the content index of the covered ESRS disclosure requirements

as in Appendix -A.

General basis for preparation of Sustainability Statement (BP-1)

The report covers environmental, social and business ethics

related indicators. 100% of Verve revenues are covered by the

sustainability disclosure. The sustainability report covers all

entities and activities that are included and consolidated in the

financial report, meaning all activities and entities under oper-

ational control and/or majority-owned are covered. Mergers,

acquisitions and disposals of entities or parts of entities are

included in the sustainability report for the period they are part

of the consolidated financial statements.

The Sustainability Statement covers the Company’s upstream

and downstream value chain in relation to material impacts,

risks and opportunities identified through the double materiality

assessment. The reporting period is from January 1 to December

31, 2025. The upstream value chain includes publishers, that

supply ad space to Verve, cloud service providers and servers

that Verve uses to provide its services and other services (legal,

financial, consultants) and office IT that Verve acquires to

provide their service. The downstream value chain covers the

publishers who use the platform to sell their ad spaces as well

as agencies and brands (advertisers) who want to show their

ad content in apps/on websites etc. that are provided by the

publishers. Additionally, end users and consumers are part of

the downstream value chain.

Based on the applicable EU regulatory framework and recent

clarifications regarding the scope, phasing and assurance

requirements of ESRS disclosures, Verve has applied transitional

and scoping provisions in determining the scope of limited

assurance for the reporting period. Verve has included

qualitative disclosures that relate to ESRS S4 in Appendix C

of this Sustainability Report. In addition, certain individual

disclosure requirements under ESRS S1 (Own workforce) have

not been reported where transitional provisions apply or where

the relevant disclosures are not mandatory for the reporting

period in accordance with EU quick fix relaxations.

Disclosures in relation to specific circumstances (BP-2)

Time horizons

The short-, medium-, and long-term time horizons outlined in

ESRS 1 are followed by Verve.

Value chain estimations

In calculating Verve’s corporate carbon footprint (CCF), the value

chain emission data was estimated using indirect sources,

such as sector-average data. Scope 2 & Scope 3 greenhouse

gas (GHG) emission data is primarily derived from estimations.

For the largest scope 3 categories – Purchased Goods and

Services and Capital Goods – emissions are calculated using

spend-based methodology. Detailed descriptions of the GHG

emission calculation methodologies and use of estimations for

all categories can be found in E1-6.

Sources of estimation and outcome uncertainty

Our levels and definitions of data accuracy are based on an

internal, five-step scale, with the following levels and definitions:

Indicative

Accuracy

Data is approximate, directional, or rough. Suitable only

for early exploration or conceptual discussions. Not

reliable for decisions.

General

Accuracy

Data is mostly correct at a high level but may contain

notable gaps, assumptions, or unvalidated sources.

Acceptable for scoping or preliminary analysis.

Reasonable

Accuracy

Data is largely correct and validated to a moderate

degree. Suitable for operational decisions, planning,

and reporting, though minor inaccuracies may exist.

High

Accuracy

Data is thoroughly validated, up-to-date, and highly

reliable. Suitable for strategic decision-making and

performance measurement. Very low tolerance for error.

Verified

Accuracy

Fully verified, externally assured, and trusted as the

single source of truth. Meets strict quality standards.

Appropriate for critical operations.

As a result of the methodologies applied, the data is considered

to be of reasonable accuracy, reflecting best available information

at the time of reporting. Estimates and assumptions were used

where primary data was not available.

The spend-based methodology used in scope 3 GHG emission

calculations includes uncertainties that arise from the use of

average emission factors and in cases where countries don’t

have or publish their own emission factor, regional average

electricity grid emission factors were used. For accounting

principles and methodology, please see the respective chapters

and sections for specifics.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

As this is Verve’s first CSRD-compliant reporting period, no

year-on-year comparison is required. To increase our data accu-

racy in future reporting, we strive to increase our cooperation with

suppliers, move from spend-based to activity-based data where

possible, apply better emission factors, and possibly assure our

data according to e.g. the AA1000 standard. External assurance

or validation of the data is not done for the data presented in

this report.

Changes in preparation or presentation of sustainability

information

This year’s report has changed significantly in terms of its

structure to account for the requirements under the ESRS. Verve

previously presented its sustainability information according to

its five sustainability priorities identified as part of the materiality

analysis and followed the GRI guidelines to prepare the report. In

this report, we follow the structure as described in ESRS 1 section

6.2. The results generated in the beginning of 2025 from the

double materiality analysis conducted as per CSRD legislation

has identified four material topics which align with Verve’s five

sustainability priorities in the following way:

ESRS Topic Verve Sustainability Priority

E1 Climate

Change

Working towards a greener future

S1 Own

Workforce

Being a great team and an inspiring workplace

S4 Consumers

and End-Users

Providing data privacy and security

Creating a meaningful and innovative product portfolio

G1 Business

Conduct

Ensuring business ethics and compliance

This information is now structured as per ESRS requirements,

disclosing as per the data points mentioned in ESRS guidelines for

general disclosures and for topical standards that are material.

Reporting errors in prior periods

Verve hasn’t identified any errors in the previous report.

Disclosures stemming from other legislation or generally

accepted sustainability reporting pronouncement

The sustainability report 2025 does not have disclosures

that are stemming from other legislation or generally accepted

sustainability reporting pronouncements.

Incorporation by reference

The Turnover, Capex, and Opex values disclosed in the

taxonomy report are as per financial statement, the total

turnover, capex, and opex are disclosed in Note 25, Notes 6

and 7, and Notes 27-30 of financial statement respectively.

The segment revenues reported in SBM-1 are as per financial

Note 24 of the financial statement.

In accordance with the requirements of the ESRS and our double

materiality assessment process, the topic S-4 (consumers and

end-users) was assessed and determined to be a material topic.

The assessment considered both impact materiality and financial

materiality. The sub-topics that are identified as material under

S4 are, information-related impacts for consumers and/or

end-users, personal safety of consumers and/or end-users,

social inclusion of consumers and/or end-users. Verve takes

these topics into account and focuses on designing and

strengthening products that use less data of the users and set

strong guidelines for publishers. However, as per ESRS ‘quick-

fix’ published on July 11, 2025, Verve has applied the phase-in

relief for this topic. The required systems, policies, actions and

data collection processes are currently being developed to

have full-fledged disclosure in line with ESRS requirements. Full

disclosure of this standard is expected from financial year 2027.

Governance

The role of the administrative, management and supervisory

bodies (GOV-1) Board of Directors

Next to its other obligations described in the Governance Report,

the Board of Directors (the Board) holds ultimate accountability

for the Company’s sustainability goals and is responsible for

guiding the Company’s sustainability strategy and approving

the Company’s Sustainability Statement. It is also responsible

for evaluating associated impacts, risks and opportunities,

as well as reviewing the implementation and effectiveness of

actions. Furthermore, the Board is responsible for the business

conduct of the Company, including ethical conduct.

In line with the ongoing transition to the CSRD framework, the

reporting year was primarily dedicated to the comprehensive

identification and validation of material impacts, risks, and

opportunities (IROs), providing the foundation for the subsequent

definition of specific targets. During 2025, the Board actively

addressed these IROs by reviewing the Company’s double

materiality assessment. The Audit Committee and the Board

reviewed the progress on preparing the sustainability report

under the CSRD twice during the reporting year. In the future,

potential targets related to material IROs will be developed by

the ESG team based on feasibility and further developments in

the sustainability regulation. The Board/Audit Committee will be

responsible for reviewing, approving and allocating resources

to these targets to ensure execution and progress in achieving

targets. There will be meetings between ESG team and Board/

Audit Committee at regular intervals to understand the pro-

gress towards the targets and check if there is any additional

support needed to achieve the targets. In addition, the Board

and the Audit Committee regularly approve the updated

policies in the areas of information security, code of conduct,

whistleblowing, and anti-corruption and bribery prevention,

and review and further optimized the overall enterprise risk

management framework.

Verve’s Board comprises one executive member and six

non-executive members. Of the total seven Board members,

one Board member is female, which makes 14% of females in

the Board for the year 2025. The percentage of independent

Board members was 86% at the end of 2025. According to the

definition in the Swedish corporate governance code, all Board

members except for Remco Westermann are independent to

the Company and the executive management as well as in relation

to major shareholders. Currently there is no representation of

employees or other workers on the Board of directors.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Board Committees

The Board is ultimately responsible for the organization and

management of the Company’s affairs in the best interests of

the Company and all shareholders. The Board shall ensure that

the Company’s organization is structured in such a manner that

the accounting, management of funds, sustainability reporting,

and the Company’s financial affairs in general are controlled

in a satisfactory manner. The Board is responsible for ensuring

that the Company has properly designed internal controls

and formalized routines to ensure that approved principles for

financial reporting, sustainability reporting and internal controls

are applied. The Board appoints the CEO. Remuneration to the

Board of Directors is proposed by the Nomination Committee

and resolved by the AGM.

The Board has implemented an Audit Committee and a Remu-

neration Committee. The duties of the Audit Committee are

defined in annually adopted instructions and include amongst

others, to (a) monitor the Company’s financial as well as non-

financial reporting and provide recommendations and proposals

to ensure the reliability of the reporting, (b) in respect of the

financial reporting, monitor the efficiency of the Company’s

internal controls, internal audits, and risk management, and (c)

review the Company’s accounting principles and its process

for financial reporting as well as make recommendations on

appropriate changes in order to ensure the reliability of the

financial reporting as well as the internal control system, the

risk management system and the internal audit. After the 2025

Annual General Meeting, the Audit Committee was reconvened

at the constituent meeting of the Board of Directors for the period

until the constituent meeting of the Board of Directors after the

2026 Annual General Meeting. Seven meetings of the Audit

Committee were held during the reporting period. Between the

regular meetings, the chair of the Audit Committee is in regular

contact with the CFO as well as with the auditor. During the re-

porting period, Franca Ruhwedel attended all 7 meetings, while

Elizabeth Para (member until the 10.06.2025) attended 3 of the 3

meetings that occurred before she left, Alexander Doll (started

from 11.06.2025) has attended 3 of the 4 meeting occurred during

his time, and Tobias M. Weitzel attended 7 out of 7 meetings. In

addition, regular jour fixe were held with the auditor during the

high season of the audit. The management of impact, risk and

opportunity is a risk management activity, which applies to the

Verve Risk, Compliance, and Internal Control (RCIC) Framework

that serves as the integrated framework for all risk and compliance-

related activities at Verve. The Verve RCIC Framework is built on

the COSO framework and includes the following areas: Control

environment, risk assessment, control activities, information/

communication, monitoring activities. In the reporting year,

depending on the impact, risk, and opportunity identified, relevant

internal functions are informed and discussed the possible

actions to mitigate the impacts and risks.

Expertise of Board and Audit Committee

Over the last years, Verve strategically expanded its Board to

include globally profiled experts who bring in expertise in the

media sector, in brand management, in the AdTech-industry

and in the governance of listed companies as well as with capital

markets:

Peter Huijboom is a distinguished senior international executive

and acted, e.g., as CEO of Dentsu’s Media Brands & Global Clients

business. Dentsu is a leading global advertising, marketing- and

communications group with about 75,000 employees. Peter’s

extensive experience and formidable network in the media sector,

particularly within the advertiser and agency realms, with focus

on global client relationships, positions him as a strategic Board

asset for Verve.

Greg Coleman acts as Entrepreneur in Residence at Lerer

Hippeau Ventures CS LLC, Adjunct Professor for Digital Marketing

at NYU Stern School of Business and former President of

BuzzFeed, Criteo and Huffington Post) At CBS, Inc., Greg spent

10 years leading advertising efforts for Woman’s Day as Vice

President and National Sales Manager. Coleman holds a B.Sc.

degree in Business Administration from Georgetown University

and attended the M.B.A. program at New York University. Greg

Coleman’s extensive background and expertise, particularly in

media and AdTech, make him an extremely valuable candidate

for the Board.

Franca Ruhwedel is an experienced Board member and has

chaired several Audit Committees including thyssenkrupp

nucera. She has broad sector knowledge and a strong back-

ground in finance and accounting. Franca is a “Certified Sus-

tainability Manager” by TÜV Nord. She looks back on extensive

practical experience in the corporate, banking and university

environment, including in the Corporate Mergers & Acquisitions

department of former DAX company thyssenkrupp. She fulfills

the requirements of Section 100 (5) of the German Stock Corpo-

ration Act (AktG) as a so-called “financial expert” due to her ex-

perience and position as a professor of finance and accounting.

In addition to a strong background in finance and accounting,

Franca brings to the Verve Board proven experience in corporate

governance and compliance.

Tobias M. Weitzel has been a member of the Company’s Board

of Directors since May 2018. He is an investor (equity and debt),

member of the Board and founder of CREDION AG, a private

debt provider and special alternative investment fund (since

2017). From 2012 until 2020 he was a member of the Board of

Financial Experts Association e.V., one of the leading organi-

zations for corporate governance and independent financial

experts in supervisory Boards in Germany.

Alexander Doll brings a well-rounded profile that aligns closely

with the needs of a listed technology company such as Verve.

His broad experience includes his role as Group CFO and Board

member at Deutsche Bahn, where he was responsible for key

subsidiaries like DB Schenker, DB Arriva, DB Cargo and Digital

Ventures – which demonstrates his ability to oversee operational

complexity and support long-term strategic development. Such

global, high-level management experience is critical for a company

like Verve as it looks to further scale its operations and navigate

the challenges of international fast growth. Equally important is

Alexander’s strong background in financial leadership, financing

and capital markets. Having served as CEO for the DACH region

and Member of the European Management Board at Barclays

Bank and as Global Head of Business Services at Lazard, he has

advised corporations on mergers and acquisitions, equity and

debt financing, and long-term capital strategy.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Johan Roslund has broad experience in the Swedish capital

market, both as a Board member as well as Chairman of listed

and non-listed companies such as Paydrive AB and Nordic Asia

Investment Group as well as a fund manager at GP Bullhound

and as Chairman of the Asset Management Committee at Ak-

tiesparna. Johan Roslund thus has a unique profile that brings

together the needs of companies as well as institutional and

private shareholders and combines this with a deep knowledge of

the Swedish capital market and Swedish governance structures.

Additionally, Johan brings a wealth of experience and a broad

network in the international and specifically the Swedish games

market. Against the background of the Swedish listing and the

planned relocation to Sweden, Johan thus fulfills an important

profile requirement for Verve.

The Board of Directors possesses extensive expertise across

the sectors, products, and geographic markets relevant to

Verve Group. Internal competence is anchored by Franca

Ruhwedel, who, as a Certified Sustainability Manager (TÜV

Nord Group), provides the Board with formal expertise in sus-

tainability reporting, GHG accounting, and CSRD compliance.

Governance oversight is secured through the extensive experi-

ence of Franca Ruhwedel, Alexander Doll, and Tobias Weitzel in

chairing and serving on Audit Committees of listed companies.

Tobias Weitzel’s eight-year tenure on the board of the Financial

Experts Association e.V. ensures deep expertise in German

corporate governance, while Greg Coleman provides the

necessary proficiency in US governance frameworks.

Regarding the Social pillar and product-related impacts, Peter

Huijboom and Greg Coleman leverage their long-standing

executive experience in the media and advertising industry

(e.g., Dentsu, BuzzFeed, Criteo). Their background is critical

for managing industry-specific risks, particularly data security,

consumer privacy, and the societal impact of AdTech products.

To ensure oversight remains aligned with evolving legislation

and complex carbon footprint methodologies, the Board

complements its internal knowledge with continuous access

to ETHOS, a management consultancy specialized in sustain-

ability. This systematic combination of certified internal expertise,

industry-specific social impact knowledge, and external specialist

counsel enables the Board to provide informed strategic man-

agement of all material ESG topics. This competence is further

augmented by continuous access to specialized expertise

through a dedicated internal ESG team and renowned external

consultants. This collaborative approach ensures that the

Board remains at the forefront of evolving sustainability legislation,

complex carbon footprint methodologies, and the development

of resilient corporate strategies. Consequently, the Board is

well-equipped to provide informed oversight and strategic

management of the material impacts, risks, and opportunities

(IROs) identified during the Double Materiality Assessment.

Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory

bodies (GOV-2)

Periodic alignment

Human Resources

Internal Controls

Communications

Legal

Office management

Finance

Investor relations

Product teams

Addressing:

• ESG related Policies review and

approval

• Reviewing sustainability report

• Monitoring progress towards ESG

initiatives

• Overseeing sustainability topics

Addressing:

• Status of ESG topics

• Any challenges faced in implementing

or executing ESG projects/initiatives

• ESG ratings

• Sustainability report progress

The Board/ Audit Committee C-Level

ESG Team

Once per monthTwice per annum

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Sustainability at Verve is overseen by the Board of Directors.

Sustainability is discussed during Board and Audit Committee

meetings, and the Board of Directors is responsible for reviewing

and approving the Sustainability Report. In 2025, The Board

and Audit Committee discussed the value chain considered

for preparing the sustainability report and the material topics

identified as per DMA and has approved the results to proceed

further. The identified material topics are E1- Environment,

S1- Own workforce, S4- Consumers and end-users, G1-Business

conduct.

The sustainability governance is as follows: The Board is

responsible to approve the policies and initiatives related to

material sustainability topics. Hence, the policies and initiatives

related to sustainability are submitted to the Board well in ad-

vance by the Head of ESG. Additional touchpoints around sus-

tainability matters occur at different levels: twice per year with

Board / Audit Committee, and in monthly meetings between

the C-Level (CEO and/or CFO) and the ESG Team, and periodic

alignment with internal key stakeholders (HR, Internal controls,

Investor relations, Office management, Legal, Finance, etc.)

Integration of sustainability-related performance in incentive

schemes (GOV-3)

Verve does not have any incentive schemes or remuneration

policies linked to performance in sustainability matters.

Statement on due diligence (GOV-4)

Verve carries out sustainability-related due diligence to assess

impacts, risks and opportunities, in order to understand the

affected stakeholder’s perception on material topics. Verve’s

sustainability due diligence framework ensures that the Company

manages all its material impacts, risks, and opportunities (IROs).

A map that explains where the main aspects and steps of the

due diligence process are reflected in the Sustainability State-

ment, can be found below.

Core elements of

due diligence

Paragraphs in the

Sustainability Statement

a. Embedding due diligence in governance,

strategy and business model

GOV-1, GOV-2

b. Engaging with affected stakeholders in

all key steps of the due diligence

GOV-2, SBM-2

c. Identifying and assessing adverse

impacts

SBM-3, IRO-1

d. Taking actions to address those

adverse impacts

Action plans to mitigate

adverse impacts have

been established and are

subject to a continuous

improvement process to

ensure full alignment with

ESRS-specific disclosure

and performance criteria

in the upcoming cycles.

e. Tracking the effectiveness of these

efforts and communicating

Risk management and internal controls over sustainability

reporting (GOV-5)

Verve’s internal control related to sustainability reporting is in

accordance with the Company’s risk management and internal

control. Following our 2025 focus on an extensive risk assess-

ment within the double materiality analysis, we have since

started building on these results to further integrate them into

the company’s broader risk management and internal control

frameworks. Also in 2025, we initiated an in-depth analysis of

our broader risk management and internal control frameworks

to further develop them, ensuring they keep up with the scale

of the company. We expect to complete this overall develop-

ment, including the integration of the results from the double

materiality analysis, in 2026. Sustainability reporting is centrally

managed by the ESG team within investor relations in close

collaboration with the financial reporting team and other relevant

support functions like HR, office management, legal, etc. as well

as the businesses.

The main risks in Verve’s sustainability reporting process

include data completeness, data integrity, the accuracy of

estimates, and the risk of non-compliance with evolving CSRD/

ESRS and other regulatory requirements. This is reflected in

the overall estimation that the data provided in this report is of

reasonable accuracy (see BP-2). No single data point was found

to be only of indicative accuracy.

The overall ownership for these risks lies with the ESG team,

but to mitigate these risks, we have established a multi-stage

review and validation process involving data owners, the ESG

team and Finance, including plausibility checks, reconciliation

procedures and management approval steps. The data required

to complete the sustainability report include financial, environ-

mental and employee-related information that is collected

throughout the year. To ensure the integrity and accuracy of

the data, financial data such as annual revenue is taken from

Verve’s annual income statement published in the Annual

Report. Environmental data, mainly consisting of CO2 emission

values, is measured using a third-party tool in accordance with

GHG protocol, which measures the combined CO2 emissions

and ensures that calculations are accurate. Employee-related

information is collected from the HR team at the end of the year

using a template that covers all information required for the

sustainability report in accordance with the CSRD regulation.

The template has built-in input validation to check the reasona-

bility of data.

By combining all the data and information collected from

relevant departments, the ESG team prepares the first draft

of the sustainability report as per CSRD latest in the fourth

quarter of each year, based on the information gathered by the

ESG team throughout the year. The draft is split into different

chapters based on ESRS guidelines namely E1, S1, and G1. The

topic owners then receive their respective section for review

and feedback. In certain cases, specific teams will also be

asked to provide additional data, such as employee data, to

the ESG team to complement the information in the report. The

feedback from the topic owners is then integrated into the draft

and potential open questions are discussed between the ESG

team and the topic owners. This report is then shared with the

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Head of Investor Relations and the CFO for review. The Head of

IR reviews the draft of the sustainability report to ensure that

all items are covered in accordance with the ESRS, and that all

information is sufficient and accurate. Any feedback from this

review cycle is incorporated in the report. The reviewed draft

is shared with the CFO together with the financial report, the

management report and the governance report for feedback.

The feedback received is discussed and incorporated into the

report where applicable, before sharing an edited version with

the Audit Committee of the Company. Feedback from the Audit

Committee is integrated into the report and depending on the

progress, either another round of feedback is initiated, or the re-

port is sent for final approval of the CFO and CEO. The approved

version is then sent for final approval to the Audit Committee

and the Board of Directors. The final approved report is shared

with the auditor to reach their conclusion in accordance with its

limited assurance procedures. The final version is published as

an integrated part of the Annual Report on the Verve Company

website, followed by a press release.

Strategy

Strategy, business model and value chain (SBM-1)

Verve is one of the leading AdTech companies serving both

the demand side and the supply side. Additionally, Verve owns

and operates online games. In the reporting year, Verve has

acquired Captify Inc., acardo Group AG and Viewento GmbH

which in particular will strengthen Verve’s demand side business.

Verve’s products are focused mainly on two sectors,

• AdTech

• Online Games (via its subsidiary gamigo group)

AdTech: Verve offers a software platform that provides adver-

tisers and publishers with targeting, programmatic monetization,

and privacy-compliant audience activation through an integrated

suite of supply side platform (SSP), demand side platform (DSP),

and AI-driven contextual technologies.

Verve has an opportunity to make a positive impact when it

comes to consumer and end-user data privacy through its

products and its innovation potential. Data is one of the most

important assets for Verve to provide its services and Verve has

already invested in its own technologies to reduce the risk of

any negative data privacy incidents from occurring by creating

solutions that can provide advertising without the usage of

advertising IDs (ATOM). Continued development in this field can

lead to a stronger market share.

Verve’s ID-less targeting solution ATOM is an industry-first,

on-device targeting solution that gives mobile marketers the

ability to meaningfully target users on their mobile device, using

signals on the device while no personal data is leaving the

device without consent, therefore putting a special focus on the

privacy of end users.

Online Games: Through its subsidiary gamigo, Verve owns and

operates a portfolio of online games, including well-known titles

such as Trove, Fiesta and Wizard101. Online games can have both

positive and negative effects on players, and Verve actively man-

ages these impacts through dedicated measures and initiatives.

Online games can create vibrant digital communities and provide

social interaction for players across different geographies and

age groups. Players engage in in-game activities, seasonal

events and community initiatives, and can share their opinions,

suggestions and feedback through dedicated social media

channels such as Facebook, Instagram, Discord and Twitch, as

well as via in-game chat. These interactions can foster collab-

oration, creativity and long-term friendships. To support these

positive community dynamics, gamigo organizes events de-

signed to strengthen player relationships and encourage inclusive

participation as an integral part of the gaming experience.

Online gaming may also be associated with potential negative

effects, such as excessive screen time, exposure to inappropriate

behavior in online chats or social pressure within competitive

environments. Verve addresses these risks through active

moderation of in-game communication channels and social

media platforms by gamigo’s community management and

customer support teams. These teams ensure that community

guidelines are followed and that harmful behavior is identified and

mitigated. Further safeguards, such as reporting mechanisms

and content filters, support a safe and responsible gaming

environment.

Gamigo’s own content has in-game currencies that can be used

to purchase items in the games. To ensure the safe spending of

players, gamigo has mechanisms and a dedicated department

(Payment and Fraud) in place, that are responsible for verifying

transactions to prevent fraud and ensure that users successfully

receive the items or consumables, they have purchased. To

ensure safe transactions, gamigo monitors transactions daily

and bans any activity that does not originate from official pur-

chasing channels within the games, safeguarding users from

potential harm caused by third parties. gamigo has multiple

user support systems (Freshdesk, custom social channels) in

place where players can report any irregularities in the game or

with their transactions.

Description of significant markets and (or) customer groups

served (including changes in the reporting period)

Verve operates in the global digital advertising and online

entertainment sectors, serving a diversified customer base

across multiple geographic markets. Our operations are sorted

under NACE code J63.1 (Data processing, hosting and related

activities; web portals), and as such, we are also dependent on

companies operating within the same NACE code group, like

cloud hosting services and publishers.

AdTech:

In the advertising technology business, Verve provides data-

driven marketing solutions to advertisers, agencies and pub-

lishers. Key customer groups include brand advertisers seeking

targeted campaign execution, media agencies managing

programmatic spend, and publishers requiring monetization

solutions. Verve’s platforms operate across major markets in North

America, Europe and selected Asia-Pacific regions. Demand is

primarily driven by the continued shift toward programmatic

advertising and increased expectations for privacy-compliant

data usage.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Online Games:

Through its subsidiary gamigo, Verve serves a broad community of

online gamers across North America and Europe. The customer

base includes casual and mid-core players engaging in massively

multiplayer online games (MMOs), with revenue derived from

free-to-play models, in-game purchases and subscription

services. Community engagement, long-term retention and

cross-game events are key components of the segment’s market

positioning.

Changes during the reporting period:

During the reporting period, Verve observed shifts in customer

preferences toward more privacy-focused advertising solutions

and an increased demand for performance-driven programmatic

offerings. In the gaming segment, changes in player behavior

reflected growing interest in community-driven game experi-

ences and seasonal content updates. No material geographic

expansions or contractions in core markets occurred, although

customer concentration in certain regions continued to evolve

in line with industry trends.

Total number of employees (head count) by geographical area

Region 2025

Europe 555

USA 335

Rest of the World 159

Verve’s strategy does not include products or services that

would be banned in certain markets. Additionally, the Company

is not active, as defined by ESRS 2, in sectors associated with

fossil fuels, such as coal, oil, gas, chemicals production, contro-

versial weapons, or tobacco cultivation or production. Verve is a

pure digital Company.

A breakdown of revenue per segment, as included in the

Company’s Financial Statements can be found below. Verve

does not involve in any additional significant ESRS sectors

beyond the one’s displayed in the segment revenue table below.

2025*

Verve Demand Side 157.63 €m

Verve Supply Side 455.13 €m

*rounded to two decimal places

Description of sustainability-related targets in terms of signifi-

cant groups of products and services, customer categories,

geographical areas and relationships with stakeholders

Verve Group is a “responsible advertising solutions first”

company. Historically, our core mission has been driven by the

development of privacy-compliant products, which we consider

the essential pillar of a sustainable digital ecosystem. This

commitment to privacy is deeply embedded in our product DNA

and serves as the fundamental guideline for our engineering

and strategic roadmaps.

A primary example of this approach is our product ATOM, which

was specifically designed to enable effective advertising with-

out the use of personal identifiers, thereby natively reducing

data privacy risks. For Verve, these initiatives have always been

about the substance of the solution and ecosystem integrity

rather than achieving a specific reporting aesthetic. Following

the completion of the Double Materiality Assessment (DMA) in

2025, the Group is now entering a phase of strategic alignment.

We are currently reviewing our existing targets to ensure they

are fully integrated with the identified material impacts, risks,

and opportunities (IROs) and meet the formal requirements

of the CSRD. This transition ensures that our long-standing

operational goals are translated into a standardized, trans-

parent reporting framework.

As an active player in the digital advertising industry, Verve

recognizes that its advertising services have a direct influence

on users’ online experience and on the broader digital ecosystem.

Ensuring responsible and safe advertising is therefore a central

element of Verve’s approach to managing sustainability-related

impacts.

To safeguard user experience and protect stakeholders, Verve

adheres to strict ad quality policies supported by compre-

hensive internal guidelines. These policies include a robust

vetting process for advertisers, demand-side platforms (DSPs),

publishers and inventory sources before they are onboarded. All

demand partners must comply with Verve’s Demand Content

Guidelines, which include a zero-tolerance policy for content

that could negatively affect user safety, wellbeing or trust.

Prohibited advertising includes, for example, sexual content,

graphic or excessive violence (including terrorism), harassment,

bullying or threats, discriminatory content based on race,

ethnicity, nationality, religion, disability, age, gender or sexual

orientation, illegal drugs, online abuse or illegal online activities,

violations of intellectual property rights and weapons-related

content.

Similarly, publishers are required to meet Verve’s Publisher

Content Guidelines. Verve applies the same zero-tolerance

principles to publisher inventory to avoid brand safety risks

and to ensure that advertising placements do not damage the

reputation of advertisers, publishers or the broader ecosystem.

The same content restrictions applicable to demand partners

also apply to publishing partners.

Both guideline sets are publicly available on Verve’s website and

serve as an important foundation for promoting responsible and

sustainable practices within Verve’s value chain and stakeholder

relationships. (Demand Content Guidelines | Verve)

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Elements of strategy that relate to or impact sustainability

matters

Verve’s strategy incorporates several elements that directly relate

to, or influence, sustainability matters across its advertising

technology business and its Games Business Unit. Key strategic

priorities include ensuring a safe, privacy-compliant and

trustworthy digital advertising ecosystem, supported by strict

ad quality and content standards and the continuous enhance-

ment of privacy-preserving technologies.

In the Online Games Business Unit, Verve’s strategy focuses

on fostering positive and inclusive player communities through

active moderation, community engagement initiatives and

measures to mitigate potential negative impacts.

Across all operations, Verve integrates regulatory readiness,

responsible data practices and stakeholder expectations into

its strategic planning to reduce sustainability-related risks and

strengthen long-term business resilience.

Regarding our environmental footprint, Verve is committed

to a data-driven decarbonization path. We acknowledge the

industry-wide challenge of gathering primary data for Scope

3 emissions within a complex, global supply chain. To address

this, we are refining our data collection processes to enhance

transparency. Simultaneously, we are optimizing the environ-

mental impact of our physical operations by increasing energy

efficiency across our offices and prioritizing the transition to

renewable energy sources wherever feasible.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Value chain

AdTech

Gaming

Verve operates a

software platform for the

automated buying and

selling of digital advertising

space in real time.

Cloud services

Servers

Office IT

Software

Production of servers

and provision of raw

materials, processing,

transport, waste mgmt

Operation of facilities

incl. energy use and

cooling systems

Production of hardware,

incl. provision of raw

materials, processing,

transport, waste mgmt

Gamigo develops

and publishes mainly

free-to-play online games.

Supply ad space

Transport

Supply Supply

Demand

Transport

Transaction (revenue)

Verve provides ad space Show ad content

Verve provides games

Gamers may pay for buy-to-play games and/or in-game purchases (revenue)

Show ad content

Verve provides platform

Verve recieves share of transaction (revenue)

Verve provides platform

Provide media content,

e.g. news, games

Transaction

Generate existance of ad space

Transport

AdTech

Consumers/end-

users (gamers)

End-

users

Publishers

(media companies)

Publishers

(media companies)

Agencies

(media/

communication)

Advertisers

(various

industries)

Upstream Downstream

Other services

• Legal

• Finance

• Consultants

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Verve’s value chain comprises upstream activities and partners that enable the provision of its AdTech services and games business

unit products, as well as downstream stakeholders who use or are affected by these services.

Upstream value chain

Upstream activities include all inputs required for Verve’s

operations. This covers:

• Publishers (media companies) that supply digital ad space to

Verve’s AdTech platform.

• Cloud service providers and server infrastructure, including

the operation of facilities, energy use and cooling systems

required to run Verve’s platforms and the games business.

• Office IT and hardware, whose production involves raw

material extraction, manufacturing, transport, and waste

management.

• Third-party software providers that support Verve’s technology

stack.

• Professional services such as legal, financial, and consulting

support, which contribute to Verve’s operational capabilities.

These upstream partners provide the technological, infrastructure,

and service foundation for Verve’s advertising platform and

online games.

Downstream value chain

Downstream activities involve the users and customers who

interact with or benefit from Verve’s products and services:

• Publishers, who use Verve’s AdTech platform to monetize their

digital inventory and show ad content to their audiences.

• Agencies and advertisers from various industries, who use

Verve’s platform to display targeted advertising within apps,

websites and digital environments provided by publishers.

• Consumers and end-users, including gamers in the games

business unit, who access Verve’s online games and are ex-

posed to advertising content displayed through the AdTech

platform.

• Broader end-user audiences, who engage with media

content delivered by publishers and indirectly interact with

advertising facilitated by Verve.

These downstream stakeholders generate demand for Verve’s

advertising solutions and gaming products and form an essential

part of the Company’s revenue model.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Description of inputs and approach to gathering, developing

and securing inputs

Verve’s key inputs consist of human capital, technology

infrastructure, software, and strategic partnerships. The Com-

pany’s workforce is central to delivering its services and driving

innovation across both the AdTech business and the games

business unit. Core competencies include software engineering,

cloud operations, data and analytics, product design, managed

services and cybersecurity.

Verve relies on cloud technologies and hardware provided by

key suppliers, including servers, networking equipment and

data center infrastructure. A broad set of third-party software

tools, platforms and data technologies support the development,

deployment and operation of Verve’s advertising platform and

online games. Strategic partnerships with leading technology

providers enable Verve to adopt new technologies efficiently

and maintain a competitive edge.

To secure and develop these key inputs, Verve emphasizes

competitive talent management and workforce development.

The Company recruits skilled professionals in global labor

markets and maintains partnerships that help ensure a steady

pipeline of qualified talents. Continuous learning is a priority,

supported by training and certification programs that keep

employees up to date with relevant technologies and regulatory

requirements.

Innovation is supported by ongoing investment in product

development, platform optimization and advancements in

data-driven and cloud-based technology capabilities. Security

and risk management considerations are embedded into sourcing

practices, platform development and service delivery. Verve

applies stringent cybersecurity measures to safeguard data

and ensure compliance with applicable regulations, including

GDPR. The Company also conducts vetting and due diligence

of key suppliers and partners to ensure ethical, secure and

responsible practices across its supply chain.

Description of outputs and outcomes in terms of current and

expected benefits for customers, investors and other stake-

holders

Verve’s output consists of its digital advertising technology

solutions and the online games offered through its Games

Business Unit. These outputs generate a range of outcomes that

create value for customers, investors and other stakeholders.

Benefits for customers

For advertisers, agencies and publishers, Verve’s AdTech

platform delivers precise, privacy-compliant and efficient

digital advertising solutions. The platform enhances campaign

performance, enables effective monetization of digital inventory

and supports brand-safe environments through strict content

guidelines and quality controls. In the games business unit,

players benefit from engaging, community-driven online experi-

ences supported by active moderation, consistent updates and

events that encourage positive social interaction. These out-

puts provide customers with reliable, user-friendly and secure

digital services.

Benefits for investors

For investors, Verve has a history of significant, double digit

revenue growth with strong EBITDA margins, driven by recurring

advertising demand and long-term player retention within the

games business unit. The Company’s commitment to responsible

data practices, content safety and regulatory compliance

reduces operational, reputational and regulatory risks, thereby

supporting long-term value creation. Continuous investment in

technology and innovation strengthens Verve’s competitive po-

sition and supports sustainable and profitable business growth.

Benefits for other stakeholders

Other stakeholders, including technology partners, employees

and end-users, benefit from Verve’s focus on product integrity,

data protection and responsible digital practices. Technology

partners gain from long-term collaboration, shared innovation

opportunities, and high operational standards. Employees

benefit from skills development, training opportunities and

involvement in forward-looking technological projects. End-

users and consumers benefit from safer online environments,

improved ad relevance, and positive user experiences within

digital content and game ecosystems.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Interests and views of stakeholders (SBM-2)

Stakeholder dialogue is essential for understanding the sustain-

ability-related impacts, risks and opportunities perceived by

individuals and groups connected to Verve. Verve ensures con-

tinuous engagement through regular townhall meetings with

employees, annual employee engagement surveys, exchanges

with clients at conferences and industry events, and ongoing

dialogues with investors.

The Double Materiality Analysis conducted during the reporting

period was characterized by a broad range of stakeholder inter-

actions. These dialogues complement the document review

and desktop research and help incorporate viewpoints from

both inside and outside the Company. As part of the analysis,

Verve conducted numerous interviews with internal and external

stakeholders, including investors, Board members, employees

and business partners. The interviews took place digitally in Q4

2024, and the assessment of material topics was finalized in

early 2025 following internal review and discussion.

Stakeholders were selected based on their relevance, expertise

and proximity to Verve’s business activities. The interviews

followed a semi-structured format, guided by a set of core

questions with follow-up questions depending on the discussion.

Engagement activities were conducted in line with the AA1000SES

standard, one of the most widely recognized frameworks for

stakeholder engagement. Interviews were scheduled for app-

roximately 30 minutes, required no prior preparation and were

held confidentially. Responses were aggregated for analysis.

Insights from stakeholder dialogues are used to identify potential

impacts, risks and opportunities relevant to Verve. Feedback

is reviewed with the relevant departments, and where appro-

priate, key findings are discussed with the Board and the Audit

Committee. Resulting actions are incorporated into business

activities. For example, based on employee feedback regarding

internal communication, Verve introduced executive newsletters

to provide regular updates on Company developments.

Verve is committed to maintaining an ongoing dialogue with

stakeholders throughout the year. The Company publishes

quarterly updates on its website, covering business objectives,

performance, key changes and major initiatives. In addition,

an internal communications survey was conducted during the

reporting year to better understand employees’ expectations

regarding communication.

Stakeholder Engagement Purpose Outcomes

Board of Directors Regular Board meetings, Audit Committee meetings,

Remuneration Committee meetings

To align on strategy, key sustainability matters, risks and

opportunities, and organizational performance

Strategic oversight strengthened; integration of

sustainability considerations into governance and

decisionmaking

Customers (Advertisers, Publishers, Gamers) Customer feedback channels, support interactions,

industry events, user behavior insights

To understand user experience, expectations, product

satisfaction and improvement potential

Better understanding of customer needs; product

enhancements; improved user experience and service

quality

Business Partners (technology providers,

DSPs, publishers, service partners)

Partnership reviews, contract negotiations, performance

monitoring, compliance checks

To ensure quality, reliability and compliance with Verve’s

standards (incl. ad quality and brand safety)

Improved service delivery; strengthened partnerships;

enhanced compliance and operational resilience

Employees Annual engagement survey, quarterly all-hands meetings,

newsletters, learning & development programs

To understand employees’ perspectives on material

topics, culture, communication, business objectives

and workplace needs

Introduction of training programs; improved communi-

cation practices; enhanced employee engagement and

retention

Shareholders & Investors AGM, investor meetings, quarterly reporting, direct

dialogue

To provide transparency on strategy, risks and opportu-

nities, performance and sustainability developments

Strengthened investor trust; feedback incorporated

into strategic discussions; improved capital market

communication

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Material impacts, risks and opportunities and their interaction

with strategy and business model (SBM-3)

Verve’s material impacts, risks and opportunities (IROs) were ass-

essed across the entire value chain, including upstream partners,

own operations, and downstream consumers and end-users.

Most material IROs are linked to Verve’s own operations, with

selected sustainability matters also materialising downstream,

especially where consumers and end-users interact with Verve’s

advertising services and the Games Business Unit.

The materiality assessment (DMA) conducted during the

reporting period resulted in a set of material ESG topics and

associated IROs, as described below.

Negative impacts and context at Verve:

• Climate change mitigation and energy: Energy consumption

in own operations and the value chain are creating GHG

emissions, impacting climate change and energy usage.

Financial risks result from exposure to potential carbon

costs/taxes and energy price volatility. Opportunities can

be generated from customers demanding lower emissions

from offering via lower energy consumption. Main sources

of energy consumption and GHG emissions in the upstream

value chain are cloud services and electronic hardware that

is purchased for internal use. The main source of emissions

in the downstream value chain is energy consumption by

consumers and end-users, many of which are located in

countries where the electricity grid relies on fossil sources

to a considerable extent. GHG emissions have a significant

negative impact on global climate change.

• Working conditions: Employees working in countries

with risk of labor rights violations. Common risks include

insecure employment and restricted freedom of association

and collective bargaining. Negative impacts on working

conditions in both high- and low-risk countries could include

extended working hours, poor work-life balance, and

burnout. For gamigo, working on an at-will basis can lead to

mental stress and feelings of insecurity for employees.

• Equal treatment and opportunities for all: An unequal work-

place can have negative impacts on employees, especially

marginalized groups. A gender imbalance in the organisation,

particularly in top management, can increase the risk for

unequal treatment.

• Information-related impacts for consumers and/or end-

users: Failing to adequately safeguard private data against

misuse, leaks, or external attacks, could result in a violation

of individuals right to privacy.

• Personal safety of consumers and/or end-users: Children

and young adults may be exposed to advertisements, which

can negatively impact them, particularly if the ads promote

tobacco, alcohol, drugs, gambling, beauty ideals or similar

content. Gaming can pose health risks, including physical

inactivity leading to obesity and mental health issues like

gaming addiction. Gamigo places no limits on spending of

the virtual currency, which could contribute to long-term

addiction for the user.

• Social inclusion of consumers and/or end-users: Potential

negative impacts can be related to discriminatory and

non-inclusive marketing practices, for example, promote

discriminatory or racist content. The lack of adaptations for

gamers with disabilities excludes those groups from partici-

pating.

• Corporate culture: Corporate culture can have a direct im-

pact on a Company's operations, compliance with e.g. anti-

corruption and anti-bribery, and ability to implement new

policies and processes. Verve acquires other companies and

intregrates them into the group. Integrating companies with

different corporate culture and values can be challenging.

• Protection of whistleblowers: Without whistleblower

protection, people who speak up are more likely to face

punishment, which can discourage others from raising

concerns. This allows companies to act irresponsibly with

less chance of being held accountable. If employees feel that

their reports or concerns are not properly addressed, it can

lead to a breakdown of trust between the employees and the

organisation.

• Corruption and bribery: Verve operates in countries where

the risk of corruption and bribery is elevated. Corruption and

bribery by a company can harm society by creating unfair-

ness, wasting resources, and weakening trust in businesses

and governments. It can lead to poorer public services, more

inequality, and damage to the environment.

Positive impacts and context at Verve:

• Personal safety of consumers and/or end-users: Helping

players connect with others, make online friends, and inter-

act, can improve their wellbeing and social life.

Risks and context at Verve:

• Working conditions: There is a direct impact on the well-

being of the workforce and a high dependence on that work-

force. Unhealthy work conditions can lead to higher employee

turnover and employee retaining costs that can hinder

Verve’s development.

• Equal treatment and opportunities for all: The cost of a

discriminatory workplace does not just include additional

legal or employee turnover costs but also reduces overall

productivity. A new EU directive that will require EU companies

to implement a salary benchmark across their organisation

also adds to the overall risk.

• Information-related impacts for consumers and/or end-users:

Data privacy and security is particularly important from a

risk perspective. A breach of private data of consumers and/

or end-users could lead to a reduction in the value of Verve’s

proprietary technologies, leading to various financial effects.

From an end-user perspective a breach can lead to an un-

wanted reveal of private information to the public. A breach

of IT security could come in the form of unwarranted access

to Verve's platform, potentially allowing outside actors to ac-

cess private information of the end-users who engage with

Verve. It can also come in the form of a fake advertisement

that is used to gather an end-user's private information.

• Corporate culture: The risks within corporate culture stems

from M&A and the ongoing restructuring of companies in the

group. Besides, the group operates in different parts of the

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

world with employees from different cultural backgrounds.

Any misalignment with Company culture can result in higher

employee turnover and higher employee retaining costs.

• Protection of whistleblowers: There is both a potential neg-

ative impact in Verve’s own operations and a high dependency

on its own workforce. Such impact and dependence can

lead to legal costs, fines and remediation costs if any harm to

employees or whistleblowers occur.

• Corruption and bribery: Verve has a policy in place and has

no such incidents, but it operates in countries where the risk

of corruption and bribery is elevated. Any negative incident

can lead to legal costs, fines and remediation costs and

reputational costs, affecting the trust from customers and

thereby sales. In addition, since governance was identified

as the most important topic for investors, any act of corruption

and bribery can lead to difficulty in accessing capital in the

future.

Opportunities and context at Verve:

• Working conditions: A healthy workplace can support

Verve’s financial returns through higher employee productivity,

and lower costs related to retaining and attracting talent.

• Equal treatment and opportunities for all: An equal work-

place and enhanced focus on training and skills development

can also support Verve to improve its financial returns, and

to retain and attract talents.

• Information-related impacts for consumers and/or end-users:

Verve has an opportunity to make a positive impact when

it comes to consumer and end-user data privacy. Further

progress with its own technologies can lead to new ways to

ensure data is protected and secure.

• Corporate culture: A positive corporate culture or one that

aligns with most employees can lead to higher employee

productivity, lower employee retention costs and better

recruitment of top talent in the respective field.

The table below highlights the nature of each IRO (impact, financial risk or opportunity), its position within the value chain, and the expected time horizon for materialisation.

ESRS topic ESRS sub-topic IRO Value Chain Time Horizon

E1 Climate Change Climate change adaptation

Potential financial impact due to severe weather events, but low dependency on physical assets.

Potential Risk Own operations S M L

Climate change mitigation

Same as for Energy, below.

Actual negative impact,

Risk & opportunity

Own operations, upstream

and downstream

S M L

Energy

Actual negative impact due to energy dependency in both own operations and value chain, which will be continuous

over time horizons. Associated risk due to dependancy of energy delivery, as well as the pricing of that energy. If Verve

can position itself as, e.g., a climate-neutral service provider, there are potential opportunities to take advantage of.

Actual negative impact,

Risk & opportunity

Own operations, upstream

and downstream

S M L

S1 Own workforce Working Conditions

Potential negative impact on workforce due to operating globally potentially affecting work-life balance and working

hours.

Verve has a high dependency on its workforce; therefore, a negative incident can have potential financial implications

for Verve such as remediation costs. Good working conditions can improve financial returns through higher employee

productivity and lower costs related to retaining and attracting talent.

Potential negative impact,

Risk and Opportunity

Own operations S M L

Equal treatment and opportunities for all

An unequal workplace has potential negative impacts on employees. Verve has a gender imbalance in the organi-

zation, particularly in top management, which increases the risk for unequal treatment. The cost of a discriminatory

workplace does not just include additional legal or employee turnover costs but could also reduce overall productivity.

Potential negative impact

and risk

Own operations S M L

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

ESRS topic ESRS sub-topic IRO Value Chain Time Horizon

S4 Consumers and

end-users

Information-related impacts for consumers and/or end-users

Failing to adequately safeguard the data used by Verve against misuse, leaks, or external attacks, could result in a

violation of individuals’ right to privacy.

Financial risks from the data privacy of consumers and end-users as well as the risk to spread misinformation are high.

Potential Negative impact,

Risk and Opportunity

Downstream S M L

Personal safety of consumers and/or end-users

Children and young adults may be exposed to advertisements, which can negatively impact them. Gaming can pose

health risks, including physical inactivity leading to obesity and mental health issues like gaming addiction.

Gaming also has a positive impact on users, such as helping them connect with others, make online friends, and

interact, which can improve social life.

Potential Negative and

positive impact

Downstream S M L

Social inclusion of consumers and-or end-users

Can be related to discriminatory and non-inclusive marketing practices, e.g., promoting discriminatory content. Some

of the games have subtitles, but no other adaptions have been made, making some people not able to access the

product and indirectly discriminating against them.

Potential Negative impact Downstream S M L

G1 Business conduct Corporate culture

M&A business brings together diverse cultures and operating globally, can create challenges. An unhealthy corpo-

rate culture can lead to similar financial consequences to S1: Working conditions, while a healthy one can nurture the

synergies from the different companies in the group.

Potential negative impact

and Risk & Opportunities

Own operations S M L

Protection of whistle-blowers

Without protection, people who speak up are more likely to face punishment and feel forced to resign, leading to

financial challenges and career setbacks. A negative incident can lead to remediation actions and further financial risks.

Potential negative impact

and Risk

Own operations S M L

Corruption and bribery

Verve has employees working in countries with higher risks of corruption and bribery. Furthermore, corruption could

also occur in the value chain. A negative incident can lead to remediation actions and costs and further financial and

reputational risks.

Potential negative impact

and Risk

Own operations S M L

* S-Short-term, M-Medium term, L-Long-term

Verve is currently not attributing any financial effects to the

identified impacts, risks and opportunities on its financial position

and also not anticipating them in the next reporting year.

Time horizons related to material impacts

• The double materiality process has been performed according

to the requirements of the ESRS and the time horizons used

have been aligned with these standards. This ensures a

forward-looking approach that captures both immediate and

long-term impacts, risks, and opportunities. The requirement

to report changes is not applicable since it is the first year of

reporting.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Resilience in strategy and business model to address material

impacts, risks and opportunities

The resilience of Verve’s strategy and business model is

assessed continuously through the Company’s annual business

planning cycle and long-term strategic processes. As part of

these processes, Verve evaluates its ability to manage material

impacts, mitigate risks, and capture opportunities. The Company

proactively monitors emerging trends, regulatory developments

and stakeholder expectations, adapting its strategic approach

where necessary.

To strengthen resilience across the identified material topics,

Verve has implemented several measures, including:

• Information security and data protection policies to safe-

guard data and ensure regulatory compliance;

• Employee benefits, flexible working arrangements and training

opportunities to support workforce wellbeing, retention and

capability development;

• Whistleblower protection mechanisms to promote ethical

conduct and responsible business behavior;

• Migration to data centers powered by renewable energy,

reducing exposure to carbon emission prices, energy price

volatility and lowering the Company’s environmental footprint.

Impact, risk and opportunity management

Description of the processes to identify and assess material

impacts, risks and opportunities (IRO-1)

The material topics for Verve have been assessed from an

impact and financial perspective. Impact materiality has been

evaluated from a severity perspective - split into scale, scope

and irremediability and likelihood. Financial materiality has

been assessed by magnitude for both risks and opportunities

and likelihood. Both impact and financial materiality have been

assessed according to the time frames proposed by ESRS and

cover Verve’s own operations as well as upstream and down-

stream value chains. No specific focus has been put on specific

business relationships, geographies, or other factors that give

rise to heightened risk of adverse impacts.

For this initial reporting cycle, climate-related risks were

integrated through a qualitative screening of transition and

physical risks. While a full-scale, multi-scenario climate risk

analysis is part of our long-term roadmap, our current assess-

ment provides a robust baseline for identifying climate-related

financial risks.

The methodology ensures a balanced view of both negative

impacts and positive opportunities. While the assessment of

negative impacts incorporates the criterion of irremediability to

reflect the urgency of mitigation, positive impacts are evaluated

based on their potential to drive systemic change and value

creation within our digital ecosystem.

Methodology impact materiality

Impact materiality considers the actual or potential positive and

negative impacts that Verve may have on people or the environ-

ment across the value chain. Impacts are assessed based on

severity and likelihood.

Severity Assessment

Severity is determined as a combination of:

• Scale: the gravity of the impact (0–4), from no impact to

irreversible impact.

• Scope: how widespread the impact is (−3 to 4), from negligible

(0–5% of stakeholders or regions affected) to severe, affecting

71–100% of exposed stakeholders or regions.

• Irremediability: the degree to which the impact can be

remediated (0–4), ranging from reversible to irreversible (e.g.,

fatality or irreversible environmental damage).

The three components are summed to produce a severity score

ranging from –3 to 12, representing very low to very high impact

severity. The model used for assessing severity was applied to

weigh the results; so that if very few were potentially affected,

this would decrease the overall severity result and hence de-

crease the likelihood of reaching the materiality threshold.

Likelihood Assessment

Likelihood reflects the probability of the impact occurring and is

scored from:

• 1 (unlikely) to 6 (definite).

Methodology financial materiality

Financial materiality assesses sustainability-related risks and

opportunities that may influence Verve’s financial position,

financial performance or cash flows.

Magnitude Assessment

Magnitude is based on Verve’s risk framework and is evaluated

separately for risks and opportunities on a scale of 1–3:

• Low (1): Minimal financial, reputational or legal implications;

limited benefits in the case of opportunities.

• Medium (2): Moderate financial effects; minor legal or

reputational consequences; opportunities with moderate

economic or brand benefits.

• High (3): Significant financial, reputational or legal conse-

quences; major potential benefits for opportunities.

Likelihood Assessment

Likelihood is assessed on a scale of:

• 1 (unlikely) to 5 (almost certain).

Risks and opportunities are not aggregated but assessed

independently.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Integration into Verve’s Governance and Risk Management

Impacts and Risks

The processes for identifying, assessing and managing sustain-

ability-related impacts and risks are integrated into Verve’s:

• Annual enterprise risk management (ERM) cycle,

• Long-term strategy process,

• Internal control environment, and

• Board and Audit Committee oversight.

Identified risks are incorporated into Verve’s overall risk profile

and are evaluated alongside traditional strategic, financial, and

operational risks.

Opportunities

Opportunities identified through the Double Materiality Analysis

are considered within:

• Strategic planning and business model development,

• Product and technology roadmaps (AdTech & Online Games),

• Innovation and investment prioritization.

Opportunities with strategic significance are escalated to senior

management and integrated into ongoing business develop-

ment activities.

Input Parameters Used in the Assessment

The assessment incorporates qualitative and quantitative input

parameters, including:

• Regulatory developments and compliance requirements,

• Stakeholder perspectives (from interviews, surveys and

investor dialogues),

• Industry benchmarks and peer practices,

• Internal data on workforce, environmental performance and

governance processes,

• Operational and financial data,

• Expert judgement from internal subject-matter specialists.

Changes Compared to the Prior Reporting Period

• No comparison to prior reporting periods is provided, as this

is Verve’s first CSRD report prepared in full compliance with

ESRS.

Disclosure Requirements in ESRS covered by the undertak-

ing’s Sustainability Statement (IRO-2)

The information to be disclosed about material impacts, risks

and opportunities has been determined from the outcome of

DMA analysis and the identified material IROs. The material

IROs have been used for filtering out the requirements relevant

to Verve and are based on the data point list provided by

EFRAG. Every data point has been evaluated from a materiality

perspective to Verve.

• Appendix – A: Disclosure of list of ESRS Disclosure Require-

ments complied with in preparing sustainability statement

following outcome of materiality assessment

• Appendix – B: Disclosure of list of data points that derive

from other EU legislation and information on their location in

sustainability statement

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Environment

EU Taxonomy

The EU Taxonomy Regulation (the “EU Taxonomy”) forms part of

the European Union’s Sustainable Finance Strategy and aims to

guide capital flows towards environmentally sustainable eco-

nomic activities. It establishes a classification system defining

which economic activities can be considered environmentally

sustainable by reference to six environmental objectives:

• Climate change mitigation

• Climate change adaptation

• The sustainable use and protection of water and marine

resources

• The transition to a circular economy

• Pollution prevention and control

• The protection and restoration of biodiversity and ecosystems

Under Article 8 of the EU Taxonomy Regulation, undertakings

subject to the Corporate Sustainability Reporting Directive

(CSRD) are required to disclose key performance indicators

(KPIs) that provide transparency on the extent to which their

activities are associated with taxonomy-eligible and taxonomy-

aligned economic activities.

Key Performance Indicators

The following KPIs are disclosed in accordance with Article 8 of

the EU Taxonomy Regulation and the related Delegated Acts:

Turnover

Turnover represents revenue from the sale of products or

the provision of services associated with taxonomy-eligible

economic activities. Taxonomy-aligned turnover represents the

share of eligible turnover that additionally meets the applicable

technical screening criteria, the “Do No Significant Harm”

(DNSH) criteria and the minimum safeguards.

Capital Expenditures (CapEx)

CapEx represents additions to property, plant and equipment,

intangible assets and capitalized development costs before

depreciation, amortisation or impairment, including right-of-use

assets recognized under IFRS 16.

Operating Expenditures (OpEx)

OpEx represents non-capitalized research and development

costs, maintenance and repair expenses, office-related oper-

ating costs and short-term lease expenses, in accordance with

the definition set out in the EU Taxonomy Delegated Regulation.

The process for determining eligibility and alignment is conducted

in two separate steps. First, an economic activity is identified

as taxonomy-eligible if it falls within the scope of the activities

defined by the EU Taxonomy. In a second, independent step, the

activity is assessed for taxonomy-alignment. An activity is deemed

as taxonomy-aligned when it not only qualifies as eligible but also

meets the following criteria, the criterial includes:

• Contributes substantially to at least one environmental

objective,

• Does not significantly harm any of the other environmental

objectives,

• Complies with minimum safeguards related to human rights,

labor standards and anti-corruption, and

• Meets the applicable technical screening criteria set out in

the Delegated Regulations.

Eligibility and alignment are assessed separately for turnover,

CapEx and OpEx.

Identification of Relevant Economic Activities

Verve operates a digital advertising technology platform

connecting advertisers and publishers and provides related

software and data-driven services. In addition, the Group

operates online games for end users through its subsidiary

gamigo. The assessment of Taxonomy eligibility and alignment

was conducted in accordance with Regulation (EU) 2020/852

and the related Delegated Acts. Activities were mapped to the

NACE classification system and evaluated against applicable

Technical Screening Criteria. Based on the EU NACE classifi-

cation, Verve’s activities primarily fall within sections J (Infor-

mation and communication) and M (Professional, scientific and

technical activities).

Within these sections, the EU Taxonomy currently defines

limited economic activities as potentially eligible, most notably

activity 8.1 “Data processing, hosting and related activities”

under Delegated Regulation (EU) 2021/2139, which contributes

to the environmental objective of climate change mitigation.

The Company operates in the digital advertising technology

sector and provides programmatic advertising and related digital

marketing services. While the Company relies on third-party

cloud infrastructure providers (e.g., AWS, Google Cloud) for data

processing and storage, it does not carry out data processing or

hosting services as a standalone economic activity within the

meaning of EU Taxonomy Activity 8.1 (Data processing, hosting

and related activities). Accordingly, no turnover, CapEx or OpEx

is classified as Taxonomy-eligible under Activity 8.1.

Verve identifies certain supporting activities as taxonomy-

eligible, specifically related to the vehicle fleet for administrative

staff (Activity 6.5: Transport by motorcycles, cars and light

commercial vehicles), building-related expenses (Activity 7.7:

Acquisition and ownership of buildings), and category C invest-

ments such as laptops and desktops for daily work. However,

these activities are classified as non-material as they account

for less than 10% of the total CapEx denominator.

Based on this assessment, Verve has identified a small portion

of taxonomy-eligible CapEx, primarily related to vehicles and

buildings, which is however considered non-material. Conse-

quently, 0% taxonomy-aligned turnover, CapEx or OpEx has

been identified for the reporting year.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

This outcome reflects the digital and asset-light nature of

Verve’s business model and is consistent with the Company’s

impact and financial materiality assessment under CSRD, which

identifies environmental impacts primarily in relation to energy

consumption and greenhouse gas emissions rather than taxon-

omy-defined economic activities. Notwithstanding the absence

of taxonomy-eligible activities, Verve actively pursues initiatives

to reduce its environmental footprint, including measures to im-

prove energy efficiency, optimize IT infrastructure and reduce

greenhouse gas emissions. These actions are addressed in

detail in the Company’s climate-related disclosures under ESRS

E1. Verve currently does not have a dedicated HRDD process.

However, Verve is a participant of the United Nations Global

Compact (UNGC) and submits an annual Communication on

Progress (CoP). Through this commitment, Verve adheres to

the Ten Principles of the UNGC covering human rights, labour,

environment, and anti-corruption. This enables the compliance

with the EU Taxonomy minimum social safeguards, including

alignment with the OECD Guidelines for Multinational Enter-

prises and the UN Guiding Principles on Business and Human

Rights. The governance section in this report talks about the

policies that Verve has in the area of anti-corruption, whistle

blowing, and Code of conduct.

Given the evolving nature of EU Taxonomy interpretation and

reporting practice, particularly for digital and technology-driven

business models, Verve will continue to monitor regulatory de-

velopments and market practice and will reassess its taxonomy

assessment in future reporting periods where relevant.

In the reporting year, the changes in turnover and opex is caused

by various factors including depreciation of the U.S. Dollar (most

of the Verve revenue is denominated in USD), notable organic

growth and contribution from mergers and acquisitions, in-

crease in total employee headcount the reporting year.

Table: Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year (2025) (summary KPIs)

Breakdown by environmental objectives of Taxonomy-aligned activities

KPI Total

Proportion of

Taxonomy-

eligible

activities

Taxonomy-

aligned

activities

Proportion of

Taxonomy-

aligned

activities

Climate

Change

Mitigation

Climate

Change

Adaptation Water

Circular

Economy Pollution

Bio-

diversity

Proportion

of enabling

activities

Proportion of

transitional

activities

Not assessed

activities

considered

non-material

Taxonomy-

aligned activities in

previous financial

year (N-1)

Proportion of

Taxonomy-aligned

activities in previous

financial year (N-1)

(6) (7) (8) (9) (10) (11)

Text €m % Currency % % % % % % % % % % Currency %

Turnover 550.926 0% 0 0% - - - - - - 0% 0% 0% 0 0%

CapEx 43.962 0% 0 0% - - - - - - 0% 0% 0% 0 0%

OpEx 502.105 0% 0 0% - - - - - - 0% 0% 0% 0 0%

The above disclosed values are as per financial statement, the total turnover is disclosed in Note 25, Capex is disclosed in Note 6 and 7, and Opex is disclosed in Notes 27 - 30.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

E1 Climate Change

E1 (Section 1) - Introduction & Scope

Climate change is a material sustainability topic for Verve based

on the outcome of the Company’s Double Materiality Assess-

ment. The assessment identified climate change mitigation and

energy consumption as topics with both impact materiality and

financial materiality, while climate change adaptation was identi-

fied as financially material only. These conclusions reflect Verve’s

predominantly digital and asset-light business model, as well as

the nature and location of its activities across the value chain.

Verve’s direct environmental footprint from its own operations

is limited and mainly relates to energy consumption in leased

office spaces. The most significant climate-related impacts and

risks arise indirectly, particularly upstream through the use of

cloud computing services, data centers and other purchased

services. As a result, scope 3 greenhouse gas (GHG) emissions

represent the largest share of Verve’s total emissions profile.

Assuming the current announced pledges scenario, climate-

related risks and opportunities for Verve are primarily associated

with transition risks, including energy price volatility, embedded

carbon costs within cloud services and increasing stakeholder

expectations regarding emissions transparency and reduction.

Physical climate risks are considered limited due to Verve’s

decentralized operating model, limited reliance on owned

physical assets and high operational flexibility. Climate change

adaptation is therefore assessed as financially material, but not

impact material, in line with the findings of the Double Materiality

Assessment.

The scope of climate-related disclosures in this chapter covers

Verve’s own operations as well as relevant upstream and down-

stream activities within the value chain, as defined in the Double

Materiality Assessment and the greenhouse gas inventory pre-

pared in accordance with the GHG Protocol. The disclosures in

this section address governance, strategy, processes, policies,

actions, targets and metrics related to climate change, in line

with the requirements of ESRS E1 and ESRS 2.

E1 (Section 2) Governance & Incentives

(Integration of sustainability related performance in incentive

schemes (ESRS 2 GOV-3))

Climate-related performance is currently not integrated into

the remuneration or incentive schemes of members of Verve’s

administrative, management or supervisory bodies.

During the reporting period, no variable remuneration compo-

nents were linked to climate-related targets, greenhouse gas

emission reductions or other climate-related performance

indicators. This applies to both short-term and long-term

incentive arrangements.

The oversight and management of climate-related matters are

currently exercised through governance structures, strategic

decision-making and operational management processes rather

than through financial incentive mechanisms. The Board of

Directors retains overall responsibility for sustainability-related

matters, including climate-related risks and opportunities, as

described in the Governance section of the Sustainability State-

ment (see ESRS 2 GOV-1 and GOV-2).

Verve has not established formal plans to introduce climate-

related performance criteria into remuneration or incentive

schemes in the short term. The potential integration of sustain-

ability-related performance into incentive frameworks may be

considered in the future as part of the Company’s broader

governance and sustainability maturity, subject to strategic

relevance, proportionality and further organisational development.

E1 (Section 3) Strategy, Business Model & Materiality

(Material impacts, risks and opportunities and their interaction

with strategy and business model (ESRS 2 SBM-3))

Based on the outcome of its Double Materiality Assessment,

Verve has identified climate change mitigation and energy

consumption as material sustainability topics from both an

impact and a financial perspective. Climate change adaptation

has been identified as financially material only. These material

topics and their classification are further detailed in the section

describing the processes to identify and assess material im-

pacts, risks and opportunities (see ESRS 2 IRO-1).

Verve operates a predominantly digital and asset-light business

model, with no owned production facilities and limited reliance

on physical assets. As a result, the Company’s direct climate-

related impacts from its own operations are limited and mainly

related to energy consumption in leased office spaces. Assuming

the current announced pledges scenario, the most significant

climate-related impacts, risks and opportunities arise indirectly

along the value chain, particularly upstream through cloud

computing services, data centers and other purchased services,

and downstream through the use of Verve’s products and ser-

vices by customers and end-users.

From a strategic perspective, climate-related transition risks

are primarily associated with energy price volatility, embedded

carbon costs within cloud services and increasing regulatory

and stakeholder expectations regarding emissions transparency

and reduction. These risks may affect Verve indirectly through

higher operating costs passed on by suppliers or through

potential impacts on customer demand and access to capital.

Physical climate risks are considered limited due to the Company’s

decentralized operating model, limited exposure to owned

physical assets and high operational flexibility.

Verve has also identified climate-related opportunities linked to

efficiency gains in its digital infrastructure and product delivery.

Optimization of data processing, programmatic advertising

delivery and cloud resource utilization can reduce energy

consumption and associated emissions while improving oper-

ational efficiency and customer value. These opportunities are

aligned with Verve’s strategic focus on scalable, technology-

driven solutions.

As of the reporting period, Verve has not conducted a formal

quantitative climate resilience or scenario analysis. Management

currently assesses the resilience of the business model to

climate-related risks as high, given the Company’s ability to

operate remotely, its decentralized cloud infrastructure and

the limited dependency on climate-sensitive physical assets.

Governance and oversight of climate-related matters are

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

integrated into Verve’s overall governance and risk management

structures (see ESRS 2 GOV-1, GOV-2 and GOV-5).

Description of the processes to identify and assess material

climate-related impacts, risks and opportunities

(ESRS 2 IRO-1)

In the process of identifying Verve’s material climate-related

impacts, risks and opportunities, the company considered its

impacts on climate change from GHG emissions. Verve has an

impact on climate change and the emission of greenhouse gases

through its product offering and services. Verve uses cloud

services, mainly Google and AWS, to deliver its services, which

are highly energy intensive. Additionally, Verve causes some

emissions from the purchased energy it is using for its opera-

tions, mainly from electricity and heating. Moreover, emissions

are caused by the users of Verve’s products.

Assuming the current announced pledges scenario, climate-

related hazards cause no direct financial impact but Verve

acknowledges a moderate dependency on physical assets like

office buildings and servers. Verve operates a digital business

with no production facilities. Being digital is engrained in

Verve’s DNA and while Verve has offices to work from, past

crises have shown that the company is able to switch from an

office-based job to fully remote within a day. Physical climate

risks, such as property damage or business interruptions

affecting server halls, pose a potentially significant financial

effect due to exposure in both its operations and upstream

value chain. The extent of economic loss depends on whether

the disruption impacts Verve’s operations or its supply chain.

Although no such incidents have occurred to date, the increasing

frequency of global climate events suggests a potential risk.

These risks could affect financial performance, cash flow,

operating costs, and earnings, while also influencing the cost

of capital.

E1 (Section 4) Climate Transition Plan

(Transition plan for climate change mitigation (ESRS E1-1))

As of the reporting period, Verve has not adopted a formal

climate transition plan in accordance with the requirements of

ESRS E1-1. This decision reflects the outcome of Verve’s Double

Materiality Assessment and the nature of the Company’s pre-

dominantly digital and asset-light business model. While climate

change mitigation and energy consumption have been identified

as material topics, Verve’s greenhouse gas emissions are largely

indirect and concentrated in scope 3, particularly related to cloud

computing services, data centers and other purchased services.

Verve has limited direct control over these emission sources.

Notwithstanding the absence of a formal transition plan, Verve

has established important foundational elements that support the

future development of such a plan. These include the systematic

calculation of greenhouse gas emissions across scopes 1, 2 and

3 in accordance with the GHG Protocol, the identification of key

emission drivers along the value chain, and the consideration of

environmental aspects in the selection and management of key

suppliers, particularly cloud service providers.

The oversight of climate-related matters, including the as-

sessment of transition risks and opportunities, is embedded in

Verve’s governance and risk management structures (see ESRS

2 GOV-1, GOV-2 and GOV-5). Strategic considerations related to

climate change mitigation are further informed by the material

impacts, risks and opportunities identified through the Double

Materiality Assessment (see ESRS 2 IRO-1).

Verve intends to further assess potential emission reduction

levers and their business implications. In the upcoming reporting

year, Verve plans to assess the feasibility of having a climate

transition plan. The consideration of a formal climate transition

plan is expected to follow additional internal analysis and further

development of the Company’s sustainability governance and

data maturity, taking into account evolving regulatory expect-

ations.

E1 (Section 5) Policies related to climate change mitigation

and adaptation

(ESRS E1-2)

As of the reporting period, Verve has not adopted dedicated

standalone policies specifically addressing climate change

mitigation or climate change adaptation.

Climate-related considerations are currently embedded in Verve’s

broader governance framework and sustainability principles,

in particular through principles and requirements set out in the

Company’s Code of Conduct and general risk management

and compliance processes. These frameworks set out Verve’s

expectations regarding responsible business conduct and

provide overarching guidance for decision-making, including

environmental considerations, without constituting a formal

climate-specific policy.

The absence of dedicated climate change policies reflects

Verve’s current sustainability maturity and the outcome of

its Double Materiality Assessment, which identified that the

Company’s greenhouse gas emissions are largely indirect and

concentrated in scope 3, with limited direct operational control

(see ESRS 2 IRO-1). In this context, Verve has prioritized the

establishment of data transparency, the identification of key

emission drivers and the integration of climate-related consid-

erations into existing governance and management processes

over the adoption of standalone climate policies.

Oversight of climate-related matters is exercised through

Verve’s governance structures, including Board oversight, and

through integration into the enterprise risk management and

strategic planning processes (see ESRS 2 GOV-1, GOV-2 and

GOV-5).

Verve may consider the development of more specific climate-

related policies in the future as its sustainability governance,

data availability and regulatory requirements further evolve. No

commitments have been made during the reporting period to

adopt such policies within a defined timeframe.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

E1 (Section 6) Actions and resources related to climate

change

(ESRS E1-3)

Verve addresses climate-related impacts, risks and opportu-

nities through a set of operational and strategic actions that

are embedded in existing business processes and governance

structures. These actions are informed by the outcome of the

Double Materiality Assessment and the identification of key

climate-related risks and opportunities (see ESRS 2 IRO-1 and

ESRS 2 SBM-3).

Actions related to own operations

Verve’s own operations are characterized by a predominantly

digital and asset-light business model. Climate-related actions

within own operations therefore primarily focus on energy

consumption in office locations and business travel.

Wherever possible, Verve aims to source electricity for its offices

from providers offering renewable energy. However, as most

office spaces are leased or operated through co-working arrange-

ments, Verve’s ability to influence the energy mix is limited by

contractual and structural constraints. Energy consumption in

office locations is nevertheless monitored and considered in

operational decision-making.

Verve has also implemented a travel policy aimed at limiting

unnecessary business travel and promoting efficient travel

planning. Business travel is monitored through central book-

ing tools to the extent possible, supporting transparency and

informed decision-making regarding travel-related emissions.

Actions related to upstream value chain

The most significant climate-related impacts and risks identified

for Verve arise upstream in the value chain, particularly in

relation to cloud computing services, data centers and other

purchased services.

Verve actively considers environmental aspects when selecting

and evaluating key suppliers, with a particular focus on cloud

service providers and data center operators. This includes

assessing the use of renewable energy and other sustainability-

related characteristics of suppliers, where such information is

available. Supplier relationships are reviewed on an ongoing

basis to ensure alignment with Verve’s operational and strategic

requirements.

While Verve does not have direct control over the energy mix

and infrastructure of third-party suppliers, the Company seeks to

influence its indirect environmental footprint through informed

supplier selection and by engaging with providers that demon-

strate a commitment to energy efficiency and sustainability.

Actions related to business model and technology

As a digital Company, Verve’s business model offers opportunities

to address climate-related impacts through technological

efficiency and optimization. Verve continuously works to

improve the efficiency of its digital infrastructure and product

delivery, including data processing and programmatic advertising

operations.

These actions include optimizing data flows, focusing on

higher-quality inventory and reducing non-revenue-generating

or low-yield data processing. Such measures contribute to

reducing the energy intensity of cloud service usage while

simultaneously supporting operational efficiency and customer

value creation. These actions also align with the climate-related

opportunities identified through the Double Materiality Assess-

ment (see ESRS 2 SBM-3).

Resources

Climate-related actions are implemented using existing organi-

zational resources and are integrated into Verve’s regular

operational, technological and strategic processes. Respons-

ibility for the implementation and oversight of these actions

lies within Verve’s established governance and management

structures, including senior management oversight and Board

supervision (see ESRS 2 GOV-1, GOV-2 and GOV-5).

No dedicated financial resources have been allocated exclu-

sively to climate-related actions during the reporting period.

Instead, climate-related considerations are embedded in broader

investment, procurement and operational decision-making

processes.

E1 (Section 7) Targets related to climate change mitigation

and adaptation

(ESRS E1-4)

As of the reporting period, Verve has not adopted quantitative

greenhouse gas emission reduction targets. This reflects the

outcome of the Company’s Double Materiality Assessment,

which identified that the majority of Verve’s greenhouse gas

emissions arise indirectly in scope 3 and are largely outside the

Company’s direct operational control (see ESRS 2 IRO-1).

In line with its current sustainability maturity and phased

approach to climate management, Verve has defined process-

oriented objectives aimed at improving transparency, steering

capability and the integration of climate-related considerations

into relevant business processes.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

These objectives include:

• Business travel: Verve aims to further improve the monitoring

and management of business travel-related emissions by

strengthening the use of central travel booking tools and

enhancing the availability and quality of activity-based data.

This is intended to support informed decision-making and

the identification of potential efficiency measures over time.

• Cloud services and data centers: Verve aims to systematically

consider environmental criteria, including the energy mix

and climate commitments of cloud service providers, in

the selection and ongoing evaluation of key suppliers. This

objective focuses on increasing transparency and compara-

bility rather than setting direct emission reduction commit-

ments.

• Data quality and transparency: Verve aims to continuously

improve the quality, consistency and coverage of green-

house gas emission data across scopes 1, 2 and 3, with

a particular focus on scope 3 categories. This includes

increasing the use of activity-based data where feasible

and refining estimation methodologies in accordance with

recognized standards.

No specific targets have been defined for climate change

adaptation, as physical climate risks are currently assessed

as limited due to Verve’s predominantly digital and asset-light

business model (see ESRS 2 SBM-3).

Progress against these objectives is overseen through Verve’s

governance and risk management structures (see ESRS 2

GOV-1, GOV-2 and GOV-5) and will be reviewed as part of the

Company’s ongoing sustainability reporting and management

processes.

E1 (Section 8) Energy consumption and mix

(ESRS E1-5)

Energy consumption is a material sustainability topic for Verve

due to its relevance for climate change mitigation and its con-

tribution to greenhouse gas emissions across the value chain,

as identified through the Double Materiality Assessment (see

ESRS 2 SBM-3 and IRO-1).

Verve’s direct energy consumption from own operations is limited

and primarily relates to electricity and heating used in leased

office spaces and, to a lesser extent, in co-working facilities.

Verve does not operate production facilities, vehicle fleets or

other energy-intensive physical assets. As a result, energy con-

sumption within own operations represents a relatively small

share of the Company’s overall environmental footprint.

Where Verve has operational control over office premises,

electricity consumption is estimated using a square-meter-

based approach and country-specific assumptions, reflecting

the availability of data and the nature of leased office arrange-

ments. In several locations, electricity is sourced from providers

offering renewable energy, especially in European locations,

while in other cases the energy mix is determined by landlords

or co-working providers and therefore outside Verve’s direct

control.

Energy consumption in own operations (scope 1 and 2) is esti-

mated as 890.59 MWh from all our offices. We have actual data

for offices in Germany, Spain, Sweden. The remaining locations

are either co-working spaces or Verve has limited control over

energy management and hence it is difficult to measure the

actual share of our own energy consumption. So, we have esti-

mated the energy consumption of these offices using the size

(square meter) of the office space. The size in square meters is

multiplied by (regional average grid electricity emission factor

x benchmark). In the future, we aim to include more offices into

our control and to use renewable energy. With such practices

in future, we aim to track the exact percentage of renewable

energy and fossil sourced energy.

Beyond own operations, significant energy consumption occurs

upstream in the value chain, particularly through the use of

cloud computing services, data centers and other purchased

services required to operate Verve’s digital platforms. While

this energy consumption is not directly controlled by Verve, it

represents a key driver of the Company’s indirect environmental

footprint. Energy consumption also occurs downstream

through the use of Verve’s products and services by customers

and end-users, depending on the energy mix of the electricity

grids in the regions where these users are located.

Energy Consumption and mix 2025

Total fossil energy consumption (MWh)* 766.90

Share of fossil sources in total energy consumption (%) 86.11%

Consumption from nuclear sources (MWh) 0

Share of consumption from nuclear sources in total

energy consumption (%)

Fuel consumption for renewable sources, including bio-

mass (also comprising industrial and municipal waste of

biologic origin, biogas, renewable hydrogen, etc.) (MWh)

Consumption of purchased or acquired electricity, heat,

steam, and cooling from renewable sources (MWh)

123.69

The consumption of self-generated non-fuel renewable

energy (MWh)

Total renewable energy consumption (MWh) 123.69

Share of renewable sources in total energy consumption (%) 13.89%

Total energy consumption (MWh) 890.59

*Estimated using the square meters of offices

Energy intensity disclosure is not applicable, as the company

does not operate in high climate impact activities.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

E1 (Section 9) Gross scopes 1, 2, 3 and total GHG emissions

(ESRS E1-6)

Verve has no associates, joint ventures, or unconsolidated sub-

sidiaries to account for in the GHG emissions calculation. Verve

calculates its greenhouse gas (GHG) emissions in accordance

with the Greenhouse Gas (GHG) Protocol, financial control

approach has been applied with addition of elements under

operational control. The measurement has not been validated

by any external body except for the assurance providers.

All entities and activities over which Verve has operational control

are included in the greenhouse gas inventory, consistent with

the consolidation scope used for financial reporting (see ESRS

2 BP-1). The disclosure of GHG emissions reflects the materiality

of climate change mitigation and energy consumption as iden-

tified through the Double Materiality Assessment (see ESRS 2

SBM-3 and IRO-1).

Scope 1 emissions

Scope 1 includes direct greenhouse gas emissions from sources

owned or controlled by Verve. For Verve, these emissions are

limited and primarily relate to refrigerants used in air-conditioning

systems in office locations. As detailed consumption data is

not available for all locations, emissions are estimated using a

square-meter-based approach and standard emission factors,

reflecting the nature of leased office arrangements. We do not

have any emissions from regulated emission trading systems.

Scope 2 emissions

Scope 2 emissions represent indirect emissions from pur-

chased electricity and heating consumed in Verve’s own

operations. Verve rents all office locations and has operational

control over energy use only in offices directly leased by the

Company, not in co-working spaces.

Except for the offices where we have actual energy consumption

data, for all other offices, electricity and heating consumption

are therefore estimated using square-meter-based assump-

tions and country-specific electricity emission factors. Due to

data availability constraints, heating is included within scope 2

and estimated as electricity used for heating. Where available,

renewable electricity sourcing is reflected in the calculations.

Scope 3 emissions

Scope 3 emissions comprise all other indirect emissions

occurring along Verve’s value chain. Based on a screening of

the GHG Protocol scope 3 categories and the outcome of the

double materiality assessment, Verve identified the following

relevant categories:

Upstream scope 3 categories:

• Category 1: Purchased goods and services (primarily cloud

services and server usage; calculated using spend-based

data and supplier-specific data where available, A relevant

emissions factor from DEFRA spend-based factor list (kg-

CO2e/2022 GBP) was used.)

• Category 3: Fuel- and energy-related activities (estimated

based on scope 2 data)

• Category 4: Upstream transportation and distribution

(estimated using spend-based data, following same logic as

category 1, but allocated any delivery related spend to this

category)

• Category 5: Waste generated in operations (Wherever there

is spend data, we followed spend based method, while for

other offices, it is estimated using a kg/headcount benchmark)

• Category 6: Business travel (CO2 totals are pre-calculated

by TravelPerk (a tool Verve uses to manage trips), these were

directly used, and for the trips booked outside Travelperk,

spend based methodology is used)

• Category 7: Employee commuting (activity-based data de-

rived from an employee survey, from this survey, total com-

muting distance travelled (in km) for each mode of transport

for the whole year was calculated. Relevant emission factors

for distance travelled by Car, Metro/Underground, Train,

Electric Car, Bus, Motorbike, Bicycle and Walk were used

from the UK government. Due to the variation in countries,

the UK database is the most comprehensive for methods of

transport and the emissions associated with the different

types of vehicles are assumed not to vary too significantly

around the world. Additionally, a separate calculation is used

for ‘working from home’ estimating home desk equipment,

home heating usage, home air conditioning usage.)

Downstream scope 3 categories:

• Category 11: Use of sold products (activity-based estimates

reflecting energy consumption by users of Verve’s digital

services. For this, session times and no of sessions were

used to calculate the number of hours per country, and country

codes were assigned to their continent, for the purpose of

allocating regional average electricity grid emission factors.

The calculated hours are then multiplied by the power con-

sumption of the device type to get kWh and then allocated

an emission factor to calculate the kgCO2e.)

Exclusions from the total GHG calculations

In the upstream, scope 3.2 (capital goods) is excluded due to

the unavailability of data. Scope 3.8 (upstream leased assets) is

not considered as the leased offices are reported under scope

2 operation control. In the downstream, scope 3.9 (downstream

transport & distribution) and scope 3.10 (processing of sold

products), scope 3.12 (end of life treatment of sold products)

are excluded as Verve does not sell any physical items. Scope

3.13 (downstream leased assets), scope 3.14 (franchises) are

not identified as applicable in the screening process, and

hence were not included in the total calculations. Scope 3.15

(investments) were also not identified as applicable during the

screening under operational control.

Total GHG emissions

Total greenhouse gas emissions represent the sum of scope

1, scope 2 and scope 3 emissions. The relative contribution of

each scope reflects Verve’s predominantly digital business

model, with scope 3 emissions accounting for the largest share

of total emissions.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Detailed quantitative information on gross scope 1, scope 2,

scope 3 and total GHG emissions is presented in the table below.

*All values are displayed in below table are in tCO2e for the

reporting year as of December 31, 2025

Scope 1 5.62

Mobile combustion 0

Process Emissions 0

Biomass 0

Stationary combustion 0

Fugitive emission 5.62

Scope 2 (Market Based) 216

Purchased Energy: Steam 0

Purchased Energy: Heating/Cooling 0

Purchased Energy: Electricity 216

Scope 2 (Location Based) 371.35

Purchased Energy: Steam 0

Purchased Energy: Heating/Cooling 0

Purchased Energy: Electricity 371.35

Scope 3 36,117.6

Processing of sold products 0

Investments 0

Franchises 0

Downstream leased assets 0

End of life treatment of sold products 0

Use of sold products 3,096.03

Downstream transport & distribution 0

Upstream leased assets 0

Employee commuting 777.38

Business travel 997.14

Waste generated in operations 46.07

Upstream transport & distribution 12.05

Fuel & energy related activities 73

Capital goods 0

Purchased goods & services 31,115.02

Total GHG emissions (Market based) 36,339.22

Total GHG emissions (Location based) 36,494.57

Calculation methodology and assumptions

Verve prioritizes the use of activity-based data where feasible

due to its higher data quality. Where activity-based data is not

available, industry-average and spend-based methodologies

are applied. Emission factors are primarily sourced from the UK

Government GHG Conversion Factors, which are considered

appropriate given Verve’s geographic footprint and data availa-

bility. Data is adjusted for inflation where applicable. Upstream

emissions from server providers like AWS and GCP are measured

based on primary data and is directly downloaded from their

consoles of AWS and GCP. The purchased goods emissions are

calculated using a spend based method. Emissions from waste

generated in offices are estimated based on the FTE/m2 in

each office location. Emissions from business travel is calculated

using a spend-based method. In the downstream emission

categories, the number of gaming sessions and session length

on a specific device, and the country where the gamer has used

our product, are considered in calculating the GHG emissions.

For this reporting year, Verve will not be able to accurately

calculate the percentage of (emission) data that is derived from

primary sources, due to the lack of data quality and assurance.

Where primary data is included, this is clearly stated (see above,

e.g.).

We confirm that following a comprehensive assessment of

our upstream and downstream value chain activities, 51tocar-

bonzero has identified zero biogenic emissions to report for the

current reporting period. Specifically, our operations and supply

chain do not involve the combustion or biodegradation of

biomass that would generate biogenic CO2 emissions requiring

separate disclosure from our gross Scope 3 GHG emissions,

nor do we have any emissions of CH4, N2O, or other green-

house gases associated with biomass-related activities that

would be included within our Scope 3 inventory. Additionally,

we have confirmed that our value chain does not include CO2

emissions from the processing, transportation, or other life cycle

stages of biomass materials. Accordingly, we report nil biogenic

emissions across all relevant categories in alignment with the

GHG Protocol Corporate Value Chain (Scope 3) Accounting and

Reporting Standard requirements, and our Scope 3 inventory

reflects only fossil-based and other non-biogenic emission

sources. Should any biomass-related activities be introduced

into our operations or supply chain in future reporting periods,

we will ensure appropriate separate disclosure of biogenic CO2

and proper categorization of associated non-CO2 and life cycle

emissions in accordance with the standard’s guidance.

GHG intensity per net revenue*:

Total GHG emissions (market-based) per net revenue

(tCO2eq/€m)

65.96

Total GHG emissions (location-based) per net revenue

(tCO2eq/€m)

66.24

*Net revenue used in GHG intensity calculation is based on the Group’s revenue in

the consolidated income statement.

Anticipated financial effects from material physical and

transition risks and potential climate-related opportunities

(ESRS E1-9)

No analysis of anticipated financial effects has been conducted

yet as the quantitative datapoints have a phase-in period of

3 years, whereas the qualitative datapoints have a phase-in

period of 1 year.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

S1 Own Workforce

S1 (Section 1) Introduction & Scope

(ESRS S1 – Scope and general approach)

Own workforce is a material sustainability topic for Verve based

on the outcome of the Company’s double materiality assess-

ment. The assessment identified impacts, risks and opportu-

nities related to Verve’s employees as material, reflecting the

Company’s reliance on skilled talent, its international workforce

structure and the importance of human capital for the execution of

Verve’s business strategy.

Verve operates a predominantly digital business model with a

highly qualified and geographically diverse workforce. As a result,

material topics related to the own workforce primarily arise in

areas such as working conditions, employee engagement and

retention, skills development, diversity and equal opportunities,

and health and well-being. These topics are closely linked to

Verve’s ability to attract and retain talent, maintain operational

continuity and support long-term value creation.

From an impact perspective, Verve’s activities may have actual

and potential impacts on its employees through employment

conditions, workplace practices, career development opportu-

nities and organizational culture. From a financial perspective,

workforce-related risks and opportunities may arise in particular

from talent shortages, employee turnover, changing expecta-

tions regarding working conditions and skills requirements,

as well as the Company’s ability to maintain a motivated and

productive workforce.

The scope of disclosures in this chapter covers Verve’s own

workforce, defined as all employees with an employment

relationship with Verve Group SE and its consolidated entities.

The disclosures do not cover non-employees such as freelancers,

contractors or temporary agency workers, unless explicitly

stated otherwise. The scope and content of the disclosures

are aligned with the outcome of the Double Materiality Assess-

ment and the processes for identifying and assessing material

impacts, risks and opportunities described in ESRS 2 IRO-1.

The disclosures in this section address governance, strategy,

policies, actions, targets and metrics related to Verve’s own

workforce, in line with the requirements of ESRS S1 and the

relevant general disclosures under ESRS 2.

S1 (Section 2) Governance & Oversight

(ESRS 2 GOV-1, GOV-2, GOV-5)

The governance and oversight of matters related to Verve’s own

workforce are embedded in the Company’s overall governance

framework and are integrated into its management and decision-

making processes.

The Board of Directors retains ultimate responsibility for the

oversight of sustainability-related matters, including topics

relating to the own workforce. The Board is supported by

its committees, which oversee non-financial reporting, risk

management and internal control processes relevant to work-

force-related impacts, risks and opportunities (see ESRS 2

GOV-1 and GOV-2).

Operational responsibility for workforce-related topics lies

with senior management and the Human Resources function.

This includes responsibility for employment practices, workforce

planning, talent development, diversity and equal opportunity

initiatives, employee engagement and well-being. Workforce-

related matters are addressed through established internal

processes, policies and procedures and are integrated into day-

to-day management activities.

Workforce-related impacts, risks and opportunities identified

through the Double Materiality Assessment are considered

within Verve’s enterprise risk management framework and

strategic planning processes, ensuring alignment between

workforce considerations, business strategy and long-term

value creation (see ESRS 2 IRO-1).

Oversight of workforce-related matters at Board level is exercised

through the Board of Directors and its committees. In particular,

the Remuneration Committee supports the Board in overseeing

matters related to remuneration frameworks and incentive

structures, which may include workforce-related considerations.

Operational responsibility for own workforce matters remains

with senior management and the Human Resources function.

No separate Board committee has been established with

exclusive responsibility for own workforce matters beyond the

existing governance structures, reflecting Verve’s organizational

size, structure and sustainability maturity (see ESRS 2 GOV-1

and GOV-2).

S1 (Section 3) Strategy, business model and material impacts,

risks and opportunities

(ESRS S1 – Strategy and management of impacts, risks and

opportunities; ESRS 2 SBM-3)

Verve’s own workforce plays a central role in the execution of

the Company’s strategy and the operation of its predominantly

digital and asset-light business model. The Company’s ability to

develop, operate and scale its technology-driven products and

services depends on the availability, engagement and retention

of a skilled and motivated workforce.

Verve’s Double Materiality Assessment identified several

impacts, risks, and opportunities (IROs) related to working

conditions and equal treatment and opportunities for its own

workforce. Based on the outcome of the double materiality

assessment, impacts, risks and opportunities related to Verve’s

own workforce have been identified as material from both an

impact and a financial perspective (see ESRS 2 IRO-1). These

material topics primarily relate to working conditions, employee

engagement and retention, skills development, diversity and

equal opportunities, as well as employee health and well-being.

The identified IRO topics have not been identified as pertaining

to a specific operational context (e.g., business or geographic

area), but are general to the type of positions we typically employ.

Verve has not identified specific impacts or risks in relation to

child labor, forced or compulsory labor, nor specific incidents

like cases of discrimination. We do, however, acknowledge that

both our expectations of our employees and the expectations

of our employees on Verve related to some of these IROs might

differ across geographical regions, and that this results in an

SOCIAL

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

increased risk level for issues due to cultural differences. As

Verve predominantly is an employer of highly skilled individuals

performing desktop jobs, we have not identified any particular

group of employees or people within our workforce with

particular characteristics that are at greater risk of harm.

From an impact perspective, Verve’s activities may have actual

and potential impacts on its employees through employment

conditions, workplace practices, organizational culture and access

to development and career opportunities. These impacts are

primarily linked to how work is organized, how performance and

development are managed and how inclusive and supportive

the working environment is.

From a financial perspective, workforce-related risks and

opportunities are closely connected to Verve’s business model

and strategic objectives. Key risks include challenges in attracting

and retaining qualified talent in competitive labor markets,

increased employee turnover, skills gaps in critical roles and

changing employee expectations regarding flexible working

arrangements, development opportunities and well-being. If

not adequately managed, these risks could affect operational

continuity, innovation capacity and cost structures.

At the same time, Verve has identified workforce-related

opportunities arising from effective talent management,

continuous skills development and a positive employee expe-

rience. A motivated, diverse and well-qualified workforce can

support innovation, enhance productivity and contribute to

long-term value creation by enabling the Company to respond

flexibly to market developments and technological change.

The interaction between these workforce-related impacts, risks

and opportunities and Verve’s strategy and business model is

considered in strategic planning, workforce planning and on-

going management processes. Oversight and integration into

strategy are ensured through Verve’s governance structures

and management processes, as described in ESRS 2 GOV-1,

GOV-2 and GOV-5.

S1 (Section 4) Policies related to own workforce

(ESRS S1-1; ESRS 2 GOV-1, GOV-2)

Verve’s approach to managing material impacts, risks and

opportunities related to its own workforce is primarily governed

by the Company’s Code of Conduct. Human resource topics

such as health, safety and security of staff members, equal

opportunities, anti-discrimination and human rights are addressed

within the Code of Conduct, which sets binding expectations

for behavior across the organization.

In addition, Verve has established a whistleblowing policy and

reporting mechanism that enables employees to report concerns

anonymously, including issues related to discrimination, working

conditions or other workplace-related matters.

The Code of Conduct applies to all managers, employees and

contract workers across Verve Group SE and its consolidated

entities. Management is responsible for setting Company policies

and expects all staff members to act in compliance with applicable

laws and the principles set out in the Code of Conduct. The

Board of Directors ultimately approves the Code of Conduct and

other Company policies prior to implementation. Verve aligns

its Code of Conduct with internationally recognized standards,

including the Universal Declaration of Human Rights, the UN

Global Compact and the International Bill of Human Rights.

All Company policies are made available to employees through

the Company intranet. New policies are communicated inter-

nally by the departments responsible and require employee

acknowledgement. New hires receive access to relevant

policies as part of the onboarding process and are required to

acknowledge them before starting their position.

At present, Verve has not adopted standalone workforce-

specific policies beyond the Code of Conduct and the Whistle-

blowing Policy. The Code of Conduct does not specifically

list grounds for discrimination other than racism and sexual

harassment, and “other discriminatory behavior”. This reflects

the Company’s current governance structure and sustainability

maturity.

S1 (Section 5) Engagement, Actions and resources related to

own workforce

(ESRS S1-2, S1-4)

Verve addresses material impacts, risks and opportunities

related to its own workforce through a set of actions embedded

in existing operational and management practices across all

countries and locations where the Company operates. These

actions are informed by the outcome of the Double Materiality

Assessment and are designed to address material workforce-

related topics, in particular working conditions, freedom of

association and equal treatment and opportunities for all (see

ESRS 2 IRO-1).

Actions related to working conditions, health and safety

Verve endeavours to provide a working environment that protects

the health and safety of its staff members to the best of its ability.

Working conditions that could have a negative impact on the

health or safety of staff members are required to be reported to

the Human Resources department. Where necessary, appropriate

protective measures are implemented.

To support the assessment of potential risks and the adequacy

of protective measures, Verve works with an external service

provider specializing in health and safety-related topics. This

support is used to evaluate whether and to what extent addi-

tional measures are required, taking into account the Company’s

predominantly office-based and digital work environment.

To address challenges arising from collaboration across different

time zones, Verve offers flexible working arrangements, allowing

affected employees to manage their working hours with a

degree of flexibility in line with operational requirements. In

addition, Verve provides access to measures intended to

support employee well-being and mental health.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Actions related to freedom of association, equal treatment

and non-discrimination

Verve promotes a working environment based on equality,

fairness and mutual respect and supports the principles of

freedom of association and the right to collective bargaining,

as reflected in its Code of Conduct.

To monitor employee perceptions and identify potential issues

related to these topics, Verve incorporated questions on free-

dom of opinion, equal opportunities and collaboration across

locations into its anonymous employee engagement survey

during the reporting year. The survey provides regular insights

into employee perceptions and is used as an input into internal

discussions and ongoing improvements of workplace practices.

Employees are encouraged to raise concerns related to

discrimination, working conditions or other workplace-related

issues through established reporting channels, including the

whistleblowing mechanism, which allows for anonymous

reporting. These channels are available to all employees and

accessible at any time; the whistleblowing policy clearly ex-

plains the procedure, and possible timelines for a response.

Verve also promotes gender equality and seeks to foster a

diverse working environment by encouraging employees to

develop and contribute based on their competencies, experience

and skills, without regard to personal characteristics.

Employee engagement and support measures (ESRS S1-2)

Verve maintains ongoing internal communication with em-

ployees through established channels, including regular HR

communications, to inform staff members about relevant de-

velopments and to support transparency and engagement. We

currently do not take any steps to gain insight into the perspec-

tives of employees that are particularly vulnerable or marginal-

ized, as we have not identified any such group as part of our on-

going employee engagement. Every employee at Verve benefits

from regular feedback sessions and performance reviews with

their managers, fostering open dialogue and constructive eval-

uation of current performance. These bi-lateral discussions also

serve as opportunities to map out individual career paths and

identify competency-based training needs tailored to personal

growth objectives. In 2025, 93% of the employees participated

in the performance review process. We conduct an employee

engagement survey on a total organisation level to gain insights

into the perspectives of all our employees across the globe,

in the reporting year, we have included questions related to

freedom of expression, equal opportunities, flexibility around

working hours (specific aim to understand the perception of

employees working with teams in different time zones). Within

the HR department, a team is allocated with the responsibility

of preparing this questionnaire and to analyze its results, to

understand employee feedback on various topics. This dedicated

team collaborated with the ESG team to include questions related

to sustainability and regular exchange occurred within the key

stakeholders to discuss and finalize the questionnaire that

best provides the insights of employees. The total participation

rate in the engagement survey is 64% during the reporting

year. An overall score of 3.76 out of 5 was achieved, reflecting

stable workforce satisfaction compared to the prior year. Apart

from the employee survey, Verve does not track or assess the

effectiveness of actions intended to deliver outcomes for our

workforce.

Employee engagement occurs at different stages in the Company.

Employees are encouraged to participate in quarterly townhall

and all-hands meetings where the latest developments of the

Company are discussed and employees have the opportunity

to provide direct feedback and ask questions. Additionally, a

monthly HR and Insights newsletter is distributed to employees,

and a quarterly executive newsletter is published. Employees

also have the option to provide anonymous feedback through

the Company’s HR tool.

In accordance with applicable local regulations, Verve offers

employee benefits intended to support employees’ well-being

and financial security. Verve does not currently apply any Global

Framework Agreements with the Global Union Federation.

Resources

Actions related to Verve’s own workforce are implemented

using existing organisational resources and are integrated into

day-to-day management and Human Resources processes.

Responsibility for implementation lies with management and

the Human Resources function, with oversight through Verve’s

established governance structures (see ESRS 2 GOV-1 and

GOV-2). A team within the HR department is allocated with

the responsibility to ensure the engagement with employees.

As of the current reporting period, Verve has not quantified

or assigned financial proxies to the above listed engagement

activities.

Processes to remediate negative impacts and channels for

own workforce to raise concerns (ESRS S1-3)

Verve Group SE has a whistleblowing tool in place that all

employees can use to safely and anonymously report any con-

cerns they have regarding misconduct in the area of workforce

related topics and violations of Company policies in any regard.

The tool is provided through an external link. After a report has

been uploaded to the whistleblowing tool or has been submit-

ted via another internal reporting channel, it is reviewed by a

member of the compliance unit of the Verve Legal and Compli-

ance Department. Each report is investigated and analyzed to

determine appropriate measures to address the situation. As

soon as possible but within at most three months following the

receipt of report confirmation, the compliance unit of the Verve

Legal and Compliance Department will provide the submitter

with feedback on how the report was or will be handled, including

if any follow-up measures are planned or have already been

taken, and further information on the reasons for such action.

The detailed process on investigation of the reporting incident,

the protection of whistleblowers is covered in Verve’s whistle-

blower policy which provides information to staff members on

what to do in cases of misconduct and on effective reporting

channels that are available to protect whistleblowers from

reprisal.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Staff members are usually the first to recognize misconduct in

the workplace and are therefore encouraged to promptly report

actual or suspected violations of applicable laws, regulations

and the Verve Code of Conduct, including, without limitation,

violations involving fraud and embezzlement. Verve recognizes

that the decision to report a problem can be difficult and

sometimes takes effort. Therefore, every report will be taken

seriously. All staff members who choose to disclose their identity

will not suffer any negative consequences, reprisals (such as

dismissal, demotion, or intimidation) or discrimination. The

people affected are presumed innocent until the violation is

proven. Verve is committed to providing and/or contributing to

full remedy as identified as relevant in any case of wrongdoing

we have caused or contributed to as per the above-described

investigations. We have, however, yet not needed to provide

such remedy, and have therefore not had the chance to assess

if the provided remedy was effective or not. If that occurs in

the future, we are committed to also assessing if the provided

remedy is effective.

S1 (Section 6) Targets related to own workforce

(ESRS S1-5)

Verve pursues a range of operational workforce-related short

and long-term objectives as part of its day-to-day management

and leadership practices. These objectives are qualitative in

nature and are intended to support a positive Company culture,

employee engagement and an enabling working environment

in which employees can perform at their best.

Such objectives include, for example, fostering an inclusive

and collaborative Company culture, supporting employee

well-being, encouraging open communication and feedback,

and continuously improving ways of working across teams and

locations.

These operational objectives are not formal targets under ESRS

S1-5 and are not associated with predefined metrics, baselines or

timelines. They are embedded in Verve’s management practices

and are monitored through existing mechanisms such as

employee engagement surveys, internal feedback processes

and ongoing dialogue between employees and management,

as described in S1 (Section 5) Actions and resources related to

own workforce.

Formal targets under ESRS S1-5

As of the reporting period, Verve has not adopted formal

quantitative or qualitative targets within the meaning of

ESRS S1-5 specifically related to its own workforce.

This reflects the Company’s current approach to workforce

management and sustainability governance. While workforce-

related topics such as working conditions, freedom of association

and equal treatment and opportunities for all have been identified

as material, Verve currently manages these topics through

policies, operational actions and monitoring mechanisms rather

than through formally defined ESRS-compliant targets (see

ESRS 2 IRO-1).

Verve may consider the formalization of selected workforce-

related targets in the future as governance structures, data

availability and internal steering capabilities further evolve. No

commitments have been made during the reporting period

regarding the introduction of ESRS S1-5 targets.

S1 (Section 7) Metrics related to own workforce

(ESRS S1-6 to S1-17)

Scope and basis of preparation

The metrics disclosed in this section relate to Verve’s own work-

force, defined as employees with an employment relationship

with Verve Group SE and its consolidated entities. Non-

employees such as freelancers, contractors or temporary

agency workers are not included in the scope of this section,

unless explicitly stated otherwise.

Workforce-related metrics are prepared in accordance with the

definitions and requirements set out in ESRS S1 and are aligned

with the consolidation scope used for financial reporting, as

described in ESRS 2 BP-1.

Workforce characteristics (ESRS S1-6, S1-7, S1-9)

Information on the number of employees, including a break-

down by gender and region, is disclosed in the table below.

These numbers are consistent to those represented in the

financial statement.

(Head count / 31.12.2025) Female Male Diverse Total

Total 2025 452 597 0 1.049

Germany 178 194 0 372

India 16 52 0 68

Spain 9 33 0 42

Sweden 10 19 0 29

USA 152 183 0 335

Philippines 3 19 0 22

UK 49 63 0 112

Rest of the World 35 34 0 69

Full-Time employees:

Headcount / 31.12.2025 Female Male Diverse Total

Total 2025 380 569 0 949

Germany 110 168 0 278

India 16 51 0 67

Spain 9 33 0 42

Sweden 9 19 0 28

USA 150 183 0 333

UK 49 63 0 112

Philippines 3 19 0 22

Rest of the World 34 33 0 67

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Part-Time employees:

Headcount / 31.12.2025 Female Male Diverse Total

Total 2025 72 28 0 100

Germany 68 26 0 94

India 0 1 0 1

Spain 0 0 0 0

Sweden 1 0 0 1

USA 2 0 0 2

UK 0 0 0 0

Philippines 0 0 0 0

Rest of the World 1 1 0 2

In the reporting year, a total of 224 employees have left the

Company. The turnover rate is 25.08%. This rate primarily

reflects the ongoing integration of recently acquired entities and

the strategic realignment of our workforce to optimize operational

efficiency within the fast-paced media technology sector.

Verve is dedicated to fostering long-term employee retention

and enhancing the employee value proposition. A key milestone

in this commitment was the appointment of a Chief Human

Resources Officer (CHRO) to the Executive Management team

in mid-2025. This strategic addition ensures that talent man-

agement, organizational culture, and social sustainability are

directly represented at the highest decision-making level.

Employee data is collected via our internal human resources

platform (Hi Bob), as well as through a manual process from

subsidiaries not fully integrated into the Hi Bob platform

following their acquisition in Q4 2025. The employee turnover

rate is calculated as the number of employees who have left

the Company (regardless of the reason, including voluntary,

dismissal, end of contract, retirement) divided by the average

number of employees (headcount in the beginning+ headcount

in the end) / 2.

Verve does not have employees with zero hour contracts, and

on-call employees or non-guaranteed-hour employees. The

definitions of permanent and temporary contracts are as per

local regulations.

Diversity-related metrics (ESRS S1-9)

Information on workforce diversity, including gender and age

composition, is disclosed at a consolidated level.

Employee Age Distribution (in headcount / 31.12.2025):

Headcount as of 31.12.2025 Total Percentage

Under 30 230 21.93%

30-50 723 68.92%

Over 50 96 9.15%

Total Employees 1,049 100%

Share of women:

A cornerstone of Verve’s diversity strategy is the continuous

advancement of gender representation across the Group. Since

2021, the proportion of female employees has improved annu-

ally, reaching a new milestone of 43% in the current reporting

year. This steady and consistent upward trend over the last

four years underscores the effectiveness of our inclusive hiring

practices and our commitment to building a diverse workforce

that reflects the global markets we serve.

Total 2025 Percentage

Share of women in total workforce 43%

Share of women in all management positions,

including senior and executive management

36%

Share of women in senior management positions 39%

Share of women in executive management positions 13%

Adequate Wages (ESRS S1-10)

All the employees of Verve are paid adequate wages. Verve

ensures it through the use of global platforms such as Figures,

salary.com and Mercer data.

Health and safety metrics (ESRS S1-14)

Verve operates a predominantly digital and office-based busi-

ness model without production facilities. As a result, physical

occupational health and safety risks are limited. Nevertheless,

the health, safety and security of employees are considered

fundamental to employee well-being and engagement.

Occupational health and safety is addressed within Verve’s

Code of Conduct. Verve does not maintain a standalone occu-

pational health and safety policy but complies with applicable

local health and safety regulations in all countries in which it

operates, including external inspections where required. Aware-

ness of occupational health and safety standards, including

home office safety, is supported through mandatory training

where applicable. In certain locations, trained fire protection

officers and first aiders are appointed in line with local require-

ments.

While physical risks are limited, Verve recognizes potential

mental health risks associated with working in a fast-paced digital

environment. To support mental well-being, Verve provides

access to preventive measures, including dedicated recharge

days, external therapy services and awareness-raising work-

shops.

During the reporting period, Verve recorded zero cases of

work-related injuries/accidents/fatalities. We have also recorded

zero days lost due to work-related injuries/fatalities and ill-

health.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Work-life balance metrics (ESRS S1-15)

All of our employees are entitled to family-related leave. The

details can be seen below.

Work-life balance metrics Female Male Diverse

Total no. of employees entitled to

parental leave

452 597 0

Percentage of employees entitled to

take family-related leave

100% 100% 0

Total no. of employees that took

parental leave

10 16 0

Percentage of entitled employees

that took family-related leave

2.21% 2.68% 0

Total no. of employees returned to

work after parental leave

8 16 0

Total no. of employees returned to

work after parental leave and still

employed 12 months after

12 18 0

Return to work of the employees that

took parental leave

80% 100%

Compensation metrics (pay gap and total compensation)

(ESRS S1-16)

Verve Group is committed to the principle of equal pay for equal

work and maintains a compensation philosophy based on merit,

experience, and responsibility. For the reporting period, the

group-wide unadjusted gender pay gap stands at 32%.

This figure is primarily a reflection of the current organizational

structure, rather than unequal pay for identical roles. A higher

concentration of male employees currently occupies senior

technical and specialized leadership positions, which align with

higher market-based compensation levels in the technology

sector. Additionally, the geographic distribution of our global

workforce, including various subsidiaries with different local

wage levels, influences the aggregate average.

With the appointment of our CHRO in mid-2025, Verve is further

refining its human resources framework to ensure that our talent

pipeline and career development paths are transparent and

accessible to all employees. We are dedicated to fostering an

environment where high-potential talent – regardless of gender

– is encouraged to progress into senior roles, thereby ensuring

a balanced representation across all levels of the organization

over the long term.

The gender pay gap is calculated using the following formula:

[(Average gross hourly pay of male – Average gross hourly pay

of female)/Average gross hourly pay of male] multiplied by 100.

During 2025, the total remuneration ratio was 12.58. The total

remuneration ratio is determined using the following formula:

[Annual total remuneration for the undertaking’s highest paid

individual/Median employee annual total remuneration (excluding

the highest-paid individual)].

Incidents and complaints related to own workforce (ESRS

S1-17)

During the reporting period, Verve did not identify or receive

reports of severe incidents, confirmed complaints or serious

human rights violations related to its own workforce through its

established reporting and grievance mechanisms, and no fines

or other penalties were paid during the year in relation to such

incidents.

There have been no complaints to any National Contact Point

for OECD Multinational Enterprises during the year. Please refer

to the Business Conduct chapter, subsection Whistleblowing

and reported incidents for the total number of cases reported

through our whistleblowing channels.

Data limitations and future development

Employee-related information is collected from the HR team at

the end of the year using a standardized template that covers

all information required for the sustainability report in accord-

ance with CSRD regulations. The template includes built-in

input validation to ensure the reasonability and consistency of

the data.

While our core data across the Group is robust and reliable,

it is a natural part of our growth strategy that newly acquired

entities require a transition period to be fully integrated into our

centralized HR management systems, such as HiBob. During

these integration phases, we ensure data integrity through

manual synchronization and rigorous validation processes. We

are continuously working to streamline these transitions and

expect that the alignment of reporting systems for all current

entities will be further harmonized as part of our broader

internal control developments through 2026. Besides that, we

currently do not see any major assumptions or limitations to our

methodologies for the collection of the data presented in this

chapter.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

G1 Business Conduct

G1 (Section 1) Introduction & Scope

(ESRS G1 – Scope and general approach)

Business conduct is a material sustainability topic for Verve

based on the outcome of the Company’s Double Materiality

Assessment. Ethical business conduct, compliance with laws

and regulations, anti-corruption and the effectiveness of

governance and control mechanisms have been identified as

material from both an impact and a financial perspective.

Verve operates in a highly regulated, international and data-

driven business environment, particularly through its AdTech

and Games Business Unit. Responsible business conduct and

compliance are therefore fundamental to maintaining trust with

customers, business partners and regulators and to safeguarding

long-term value creation, as reflected in Verve’s corporate

governance framework.

From an impact perspective, inadequate business conduct may

result in negative impacts on stakeholders through unethical

behaviour or breaches of law. From a financial perspective,

related risks arise primarily from regulatory sanctions, legal

proceedings, financial penalties and reputational damage.

The scope of disclosures in this chapter covers Verve Group SE

and its consolidated entities and addresses governance, strategy,

policies, processes, actions, targets and metrics related to

business conduct. The disclosures are prepared in accordance

with ESRS G1 and the relevant general disclosure requirements

under ESRS 2 and are informed by the Sustainability Report

2025 and the Corporate Governance Report 2025.

G1 (Section 2) Governance & Oversight

(ESRS G1-1; ESRS 2 GOV-1, GOV-2, GOV-4, GOV-5)

The governance and oversight of business conduct at Verve are

anchored in the Company’s corporate governance framework

as described in the Corporate Governance Report 2025 and are

closely linked to the Board of Directors’ oversight responsibilities,

internal control systems and compliance structures.

The Board of Directors has overall responsibility for ensuring

sound corporate governance, ethical business conduct and

compliance with applicable laws and regulations across Verve

Group SE and its consolidated entities. The Board sets the tone

from the top and oversees the effectiveness of governance,

risk management and internal control systems, including those

relevant to business conduct, integrity and compliance (see

ESRS 2 GOV-1).

The Board is supported by its committees in terms of the

performance of these duties, including the handling of potential

whistleblowing reports and the effectiveness of compliance-

related processes. In particular, the Audit Committee plays a

key role in overseeing financial reporting, internal controls, risk

management and compliance matters. The committee regularly

reviews the Company’s internal control environment and risk

management framework as part of its mandate (see ESRS 2

GOV-2 and GOV-5).

In addition, the Remuneration Committee supports the Board

in matters related to remuneration frameworks and incentive

structures. While remuneration policies are not directly linked to

business conduct targets, the committee’s oversight contributes

to the alignment of incentive structures with Verve’s overall

governance and ethical standards, as described in the Corporate

Governance Report 2025.

Board expertise:

As described in the section of ESRS 2 GOV-1, our Board has

extensive experience and knowledge in the area of business

conduct. The Audit Committee ensures that the policies related

to business conduct are in line with the legal requirements and

are implemented across the organization.

Operational responsibility for business conduct lies with

senior management and relevant functions, including Legal,

Compliance and Finance. These functions are responsible

for implementing and maintaining policies, procedures and

controls related to ethical business conduct, anti-corruption,

conflicts of interest and regulatory compliance. Responsibilities

and reporting lines are defined within Verve’s organizational

structure and are aligned with the Company’s internal control

framework.

Business conduct-related risks are identified, assessed and

managed as part of Verve’s enterprise risk management process.

Relevant risks are integrated into the overall risk profile of the

Company and are subject to regular review by management

and the Board. This includes risks related to compliance,

corruption, misconduct and regulatory breaches (see ESRS 2

IRO-1 and GOV-5).

Verve has established whistleblowing mechanisms that allow

employees to report concerns related to unethical behavior,

violations of laws or breaches of internal policies. Oversight of

whistleblowing arrangements and reported cases is exercised

through established governance and compliance processes,

with appropriate involvement of management and the Board.

No separate Board committee has been established with exclusive

responsibility for business conduct. Oversight is exercised

through the Board of Directors and its committees as part of

Verve’s integrated corporate governance framework, reflecting

the Company’s size, structure and governance maturity.

Governance

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

G1 (Section 3) Strategy, business model and material risks

(ESRS G1 – Strategy and management of impacts, risks and

opportunities; ESRS 2 SBM-3)

Responsible business conduct is an integral part of Verve’s

strategy and business model and underpins the Company’s

ability to operate in a highly regulated, international and data-

driven environment. Through its AdTech and Games Business

Unit, Verve relies on trust, compliance and ethical behavior

to maintain long-term relationships with customers, business

partners and regulators.

Based on the outcome of the Double Materiality Assessment,

business conduct-related impacts, risks and opportunities have

been identified as material from both an impact and a financial

perspective (see ESRS 2 IRO-1). These primarily relate to ethical

business behavior, compliance with laws and regulations, anti-

corruption, conflicts of interest and the effective functioning of

governance and control mechanisms.

From a risk perspective, failures in business conduct could lead

to regulatory sanctions, legal proceedings, financial penalties

and reputational damage. Such risks may adversely affect

Verve’s financial performance, access to markets and long-term

value creation. These risks are particularly relevant given the

regulatory scrutiny associated with data-driven business models

and international operations.

At the same time, strong governance, effective compliance

structures and a clear commitment to ethical conduct support

Verve’s strategic objectives. They contribute to risk mitigation,

operational resilience and the preservation of stakeholder

trust, which are key enablers of Verve’s long-term growth and

competitiveness.

Business conduct-related considerations are integrated into

Verve’s strategic planning, enterprise risk management and in-

ternal control processes. Oversight and integration into strategy

are ensured through the Company’s governance framework

and management processes, as described in the Corporate

Governance Report 2025 and ESRS 2 GOV-1, GOV-2, and GOV-5.

Corporate culture as a driver of business conduct

Corporate culture is a key factor influencing the effectiveness

of Verve’s business conduct framework. As identified in the

Double Materiality Assessment, misalignment in corporate

culture can have a direct negative impact on compliance with

ethical standards, including anti-corruption and anti-bribery

requirements, as well as on the consistent implementation of

policies and processes across the group.

Verve operates in a dynamic environment characterized by

acquisitions and organizational restructuring. Integrating newly

acquired entities with different corporate cultures and managing

periods of organizational change can create challenges,

including uncertainty among employees, higher turnover and

increased retention costs. Such dynamics may weaken the

effectiveness of governance and compliance structures if

cultural alignment is not sufficiently embedded.

At the same time, a strong and aligned corporate culture repre-

sents a material opportunity for Verve. A corporate culture that

is widely shared across the organisation can support ethical

behavior, enhance compliance awareness and improve the

effectiveness of internal controls. It can also contribute to higher

employee motivation and productivity, lower employee turnover

and stronger talent attraction, thereby supporting Verve’s oper-

ational performance and long-term value creation.

G1 (Section 4) Policies related to business conduct

(ESRS G1-1; ESRS 2 GOV-1, GOV-2, MDR-P)

Verve has established a comprehensive framework of policies

governing ethical business conduct, integrity and compliance

across the group. This framework reflects the materiality of

business conduct-related impacts and risks identified through

the Company’s Double Materiality Assessment and forms a

core element of Verve’s corporate governance and internal

control environment.

At the center of this framework is Verve’s Code of Conduct,

which sets out binding principles and expectations for ethical

behavior, compliance with laws and regulations and respon-

sible business practices. The Code of Conduct applies to all

employees and members of management across Verve Group

SE and its consolidated entities and addresses, among other

topics, integrity, conflicts of interest, fair business practices and

respect for stakeholders.

To address specific business conduct risks, Verve has adopted

additional policies and guidelines, including policies related to

anti-corruption and bribery, which prohibit corrupt practices

and define rules for interactions with business partners, third

parties and public officials. These policies are designed to prevent

unethical behavior and non-compliance in Verve’s international

operations and are implemented through clearly defined rules,

controls and procedures rather than through quantitative

targets, in line with the Company’s current governance and

reporting maturity as reflected in the gap analysis.

Verve has also established a whistleblowing policy and reporting

mechanism that enables employees to report suspected

misconduct or violations of laws and internal policies, including

anonymously. The whistleblowing framework supports the

early identification of potential issues and is an integral part of

Verve’s compliance and risk management processes.

The approval and oversight of business conduct-related policies

are exercised by management and the Board of Directors in

accordance with Verve’s corporate governance framework, as

described in the Corporate Governance Report 2025. Policies

are communicated internally through established channels and

are supported by training and awareness measures to promote

consistent understanding and application across the organisation.

Verve’s company values are promoted via digital communication

whenever there is an update and are visible in all offices

through posters. These are promoted via monthly HR news-

letters and quarterly townhall meetings. Verve has developed

systems that enable employees to practice these corporate

values through different channels such as the Company HR

tool which allows colleagues to show appreciation for their

colleagues through shout outs, which will enhance employee

relations.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

The scope, design and level of detail of these policies are

considered appropriate to Verve’s business model, risk profile

and sustainability maturity. They are aligned with the out-

come of the Double Materiality Assessment and the identified

reporting gaps and provide a robust foundation for managing

business conduct-related impacts, risks, and opportunities

across the group. Key stakeholders, such as employees, were

represented in setting the policy through the general govern-

ance process described in this section, in this chapter’s second

section, as well as the overall governance description in this

sustainability statements’ general disclosure requirements.

Especially the periodic feedback provided by, e.g., Human

Resources, Legal, and Communications departments.

G1 (Section 5) Processes, controls and remediation related to

business conduct

(ESRS G1-3; ESRS 2 GOV-5, IRO-1)

Verve manages material business conduct-related impacts,

risks and opportunities through a set of established processes,

controls and remediation mechanisms that are embedded in

its governance, risk management and internal control environ-

ment. These processes are designed to prevent, detect and

address misconduct, ensure compliance with applicable laws

and regulations and support a culture of integrity across the

organisation.

Risk identification and internal controls

Business conduct-related risks, including risks related to

corruption, unethical behavior, conflicts of interest and

non-compliance, are identified and assessed as part of Verve’s

enterprise risk management process. These risks are evaluated

alongside other strategic, operational and compliance risks and

are subject to regular review by management and the Board.

Internal controls are implemented to mitigate identified risks

and to support compliance with Verve’s policies and legal

requirements. These controls include defined approval pro-

cesses, segregation of duties, documentation requirements,

and management oversight within relevant business processes.

Business conduct considerations are integrated into day-to-day

operations and decision-making rather than managed through

standalone processes.

Training, awareness and prevention

To support the effective implementation of its business conduct

framework, Verve promotes awareness and understanding of

ethical standards and compliance requirements across the

organisation. Employees are informed about expected standards

of behavior and the key principles of the Code of Conduct and

related policies. Where relevant, training and guidance are

provided to support consistent application and to reduce the

risk of misconduct.

Once a year, every employee needs to sign that they have read

and understood the Code of Conduct, Whistleblowing Policy,

Anti-bribery and Anti-corruption Policy that are available to all

the employees through internal platforms. Additionally, training

for specific areas such as IT security or, for specific employee

groups, is set up on a frequent basis throughout the year. The

Verve legal team is raising awareness about the Company’s

anti-bribery and corruption policies throughout the year. New

joiners also need to recognize the policies during their onboarding,

and from 2025 onwards, new joiners also participate in a short

compliance workshop with the legal team. During the festive

season, employees with strong external exposure are reminded

about what is acceptable and what is not as well as how an

acceptable gift could be given if it is necessary.

Whistleblowing and incident handling

Verve operates a whistleblowing mechanism that allows

employees to report suspected misconduct or violations of

laws and internal policies, including reporting anonymously.

Reports can be submitted through established reporting channels

and are handled in accordance with defined procedures.

Verve is committed to investigating any case or allegation that

comes to its knowledge, including but not limited to business

conduct incidents such as incidents of corruption and bribery,

promptly, independently, and objectively. Reported cases are

assessed and investigated by the responsible functions, as

per Verve’s governance and management structures. Where

allegations are substantiated, appropriate corrective actions

are taken. These may include remedial measures, disciplinary

actions, or adjustments to processes and controls to prevent

recurrence. Whistleblowers, both in unsubstantiated as well as

substantiated cases, are safeguarded against any form of retal-

iation according to local legislation and best practice. No staff

member who reports a violation will suffer any negative conse-

quences, reprisals (such as dismissal, demotion, or intimidation)

or discrimination. This is clearly laid out in our Whistleblowing

Policy.

Remediation and continuous improvement

Findings from investigations, audits and risk assessments are used

to determine appropriate follow-up actions. Where necessary,

corrective measures are taken to address identified issues and

to mitigate the risk of recurrence. Allegations of corruption and

bribery are always investigated in accordance with the whistle-

blowing Rules laid out in our whistleblowing policy. The reports

received through the whistleblowing tool are investigated by

the compliance unit of Verve’s Legal and Compliance depart-

ment which operates independently from the line of financial

process management.

G1 (Section 6) Targets related to business conduct

(ESRS MDR-T)

Verve pursues high standards of ethical business conduct and

compliance as an integral part of its governance and manage-

ment practices. These standards are embedded in the Company’s

policies, processes and internal control environment and are

applied across all business activities and locations.

As of the reporting period, Verve has not adopted formal

quantitative or qualitative targets specifically related to business

conduct, such as anti-corruption, compliance or whistleblow-

ing. However, to adhere to the high standards mentioned above,

a zero-tolerance for corruption and bribery is expected through-

out our organisation and in our value chain. This reflects the

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Company’s current approach to managing business conduct-

related topics through clearly defined policies, preventive

controls, training, oversight and incident-handling mechanisms

rather than through target-based steering.

Business conduct-related risks and incidents are monitored

and addressed through Verve’s governance, risk management

and compliance processes. The effectiveness of these processes

is overseen by management and the Board of Directors as part

of their regular responsibilities. Where necessary, actions are

taken to address identified issues and to ensure continued

compliance with applicable laws and internal standards.

Verve may consider the introduction of formal ESRS-aligned

targets related to business conduct in the future if deemed

appropriate in light of regulatory developments, organizational

maturity or changes in the Company’s risk profile. No commit-

ments have been made during the reporting period regarding

the adoption of such targets. We have currently not mapped

at-risk functions.

G1 (Section 7) Metrics and incidents related to business conduct

(ESRS G1-4)

Verve monitors business conduct-related matters through its

compliance, risk management and internal control framework.

In line with the preventive nature of this framework, the Company

focuses on avoiding misconduct through policies, controls

and awareness measures, while monitoring incidents through

established reporting and oversight mechanisms.

Anti-bribery and anti-corruption

Verve has implemented measures to prevent bribery and

corruption across its operations, including clear rules on

acceptable conduct and interactions with business partners

and third parties. During the reporting period, no cases of

bribery or corruption involving members of management were

identified. In line with our commitment to transparency, we

disclose one incident involving an external party who allegedly

attempted to bribe a Verve employee. Due to the effectiveness

of our internal integrity protocols and the ethical conduct of

the employee involved, the attempt was unsuccessful and was

immediately reported and addressed. This incident confirms

the resilience of our compliance culture and the awareness of

our workforce regarding corrupt practices.

In addition, no fines, sanctions or legal proceedings related

to bribery or corruption were imposed on Verve during the

reporting period. These disclosures are consistent with

Verve’s preventive compliance approach and its focus on

ethical business conduct.

Whistleblowing and reported incidents

Verve operates a whistleblowing mechanism that allows em-

ployees to report suspected misconduct or violations of laws

and internal policies, employees can freely decide whether they

want to report anonymously or by disclosing their identity. During

the reporting period, Verve received two complaints through

the whistleblowing channel. Reports received are assessed and

handled in accordance with defined internal procedures. Where

allegations are substantiated, appropriate follow-up actions are

taken in line with Verve’s policies and governance framework.

Monitoring and data limitations

Given the sensitivity of business conduct-related information

and applicable data protection requirements, Verve does not

disclose detailed quantitative breakdowns such as the number

of investigations conducted, disciplinary actions taken or case-

specific outcomes. This approach reflects the Company’s current

reporting maturity and the qualitative, preventive focus of its

compliance framework.

Verve continuously reviews the appropriateness of its disc-

losures and may expand the scope of reported metrics in future

reporting periods if data availability, governance maturity or

regulatory expectations evolve.

Political influence and lobbying

Verve does not engage in political lobbying activities and does

not seek to influence public policy or political decision-making

through direct or indirect political contributions. The Company

does not make political donations and does not provide financial

or in-kind support to political parties, candidates or political

organisations.

Verve’s interactions with public authorities are limited to ordinary

business-related matters, such as regulatory compliance,

licensing, supervision and participation in standard consult-

ation processes where applicable. These interactions are con-

ducted in a transparent and lawful manner and in accordance

with Verve’s Code of Conduct and compliance framework.

As Verve does not carry out political lobbying or political

contributions, no related expenditures, targets or metrics are

reported.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Appendices

Disclosure requirement Page reference

BP-1 General basis for preparation of the Sustainability Statement 48

BP-2 Disclosures in relation to specific circumstances 48

GOV-1 The role of the administrative, management and supervisory bodies 49

GOV-2 Information provided to and sustainability matters addressed by the undertaking's

administrative, management and supervisory bodies

GOV-3 Integration of sustainability-related performance in incentive schemes 52

GOV-4 Statement of due diligence 52

GOV-5 Risk management and internal controls over sustainability reporting 52

SBM-1 Strategy, business model and value chain 53

SBM-2 Interests and view of stakeholders 59

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and

business model

IRO-1 Description of the process to identify and assess material impacts, risks and

opportunities

IRO-2 Disclosure Requirements in ESRS covered by the undertaking's Sustainability

Statement

E1-1 Transition plan for climate change mitigation 68

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and

business model

ESRS 2 IRO-1 Description of the process to identify and assess material climate-related

impacts, risks and opportunities

E1-2 Policies related to climate change mitigation and adaption 68

E1-3 Actions and resources in relation to climate change policies 69

E1-4 Targets related to climate change mitigation or adaptation 69

E1-5 Energy consumption and mix 70

E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions 71

ESRS 2 SBM 3 Material impacts, risks and opportunities and their interaction with strategy

and business model

Disclosure requirement Page reference

S1-1 Policies related to own workforce 74

S1-2 Processes for engaging with own workforce and workers' representatives 75

S1-3 Processes to remediate negative impacts and channels for own workers to raise

concerns

S1-4 Taking action on material impacts on own workforce, and approaches to mitigate

material risks and pursuing material opportunities related to own workforce, and

effectiveness of those actions

S1-5 Targets related to managing material negative impacts, advancing positive impacts

and managing material risks and opportunities

S1-6 Characteristics of the undertaking's employees 76

S1-9 Diversity metrics 77

S1-10 Adequate wages 77

S1-14 Health and Safety metrics 77

S1-15 Work-life balance metrics 78

S1-16 Compensation metrics 78

S1-17 Incidents, complaints and severe human rights impacts 78

GOV-1 The role of the administrative, management and supervisory bodies 79

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and

business model

G1-1 Corporate culture and business conduct policies 80

G1-3 Prevention and detection of corruption or bribery 81

MDR-T Targets related to business conduct 81

G1-4 Confirmed incidents of corruption or bribery 82

G1-5 Political influence and lobbying activities 82

Appendix A: List of ESRS disclosure requirements complied with in preparing

Sustainability Statement following outcome of materiality assessment

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Appendix B: ESRS2 List of datapoints in cross-cutting and topical standards that derive from other EU legislation

This appendix is an integral part of the ESRS 2. The table below illustrates the datapoints in ESRS 2 and topical ESRS that derive from other EU legislation.

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS 2 GOV-1

Board’s gender diversity paragraph 21 (d)

Indicator number 13

of Table #1 of Annex 1

Commission Delegated Regulation

(EU) 2020/1816, Annex II

GOV-1

ESRS 2 GOV-1

Percentage of Board members who are

independent paragraph 21 (e)

Delegated Regulation (EU)

2020/1816, Annex II

GOV-1

ESRS 2 GOV-4

Statement on due diligence paragraph 30

Indicator number 10

Table #3 of Annex 1

GOV-4

ESRS 2 SBM-1 Involvement in activities related

to fossil fuel activities paragraph 40 (d ) i

Indicators number 4

Table #1 of Annex 1

Article 449a Regulation (EU) No 575/2013; Commission

Implementing Regulation (EU) 2022/245328 Table 1:

Qualitative information on Environmental risk and Table 2:

Qualitative information on Social risk

Delegated Regulation (EU)

2020/1816, Annex II

SBM-1

ESRS 2 SBM-1 Involvement in activities related

to chemical production paragraph 40 (d) ii

Indicator number 9

Table #2 of Annex 1

Delegated Regulation (EU)

2020/1816, Annex II

SBM-1

ESRS 2 SBM-1 Involvement in activities related

to controversial weapons paragraph 40 (d) iii

Indicator number 14

Table #1 of Annex 1

Delegated Regulation (EU)

2020/1818, Article 12 (1) Delegated

Regulation (EU 2020/1816, Annex I1

SBM-1

ESRS 2 SBM-1 Involvement in activities related

to cultivation and production of tobacco para-

graph 40 (d) iv

Delegated Regulation (EU)

2020/1818, Article 12(1) Delegated

Regulation (EU) 2020/1816, Annex I1

SBM-1

ESRS E1-1

Transition plan to reach climate neutrality by

2050 paragraph 14

Regulation

(EU) 2021/1119,

Article 2(1)

ESRS E1-1

Undertakings excluded from Paris-aligned

Benchmarks paragraph 16 (g)

Article 449a Regulation (EU) No 575/2013; Commission

Implementing Regulation (EU) 2022/2453 Template 1:

Banking book-Climate Change transition risk: Credit quality

of exposures by sector, emissions and residual maturity

Delegated Regulation (EU)

2020/1818, Article 12.1 (d) to (g),

and Article 12.2

None

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS E1-4

GHG emission reduction targets paragraph 34

Indicator number 4

Table #2 of Annex 1

Article 449a Regulation (EU) No 575/2013; Commission

Implementing Regulation (EU) 2022/2453 Template 3:

Banking book – Climate change transition risk: alignment

metrics

Delegated Regulation (EU)

2020/1818, Article 6

No reduction targets

in the reporting year

ESRS E1-5

Energy consumption from fossil sources

disaggregated by sources (only high climate

impact sectors) paragraph 38

Indicator number 5

Table #1 and Indicator n.

5 Table #2 of Annex 1

E1-5

ESRS E1-5 Energy consumption and mix

paragraph 37

Indicator number 5

Table #1 of Annex 1

E1-5

ESRS E1-5

Energy intensity associated with activities in high

climate impact sectors paragraphs 40 to 43

Indicator number 6

Table #1 of Annex 1

Not reported

ESRS E1-6

Gross Scope 1, 2, 3 and Total GHG emissions

paragraph 44

Indicators number 1 and

2 Table #1 of Annex 1

Article 449a; Regulation (EU) No 575/ 2013; Commission

Implementing Regulation (EU) 2022/ 2453 Template 1:

Banking book – Climate change transition risk: Credit quality

of exposures by sector, emissions and residual maturity

Delegated Regulation (EU)

2020/1818, Article 5(1), 6 and 8 (1)

E1-6

ESRS E1-6

Gross GHG emissions intensity paragraphs 53

to 55

Indicators number 3

Table #1 of Annex 1

Article 449a Regulation (EU) No 575/ 2013; Commission

Implementing Regulation (EU) 2022/ 2453 Template 3:

Banking book – Climate change transition risk: alignment

metrics

Delegated Regulation (EU)

2020/1818, Article 8(1)

ESRS E1-7

GHG removals and carbon credits paragraph 56

Regulation

(EU) 2021/1119,

Article 2(1)

Not Material

ESRS E1-9

Exposure of the benchmark portfolio to climate-

related physical risks paragraph 66

Delegated Regulation (EU)

2020/1818, Annex II Delegated

Regulation (EU) 2020/1816, Annex II

Not reported

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS E1-9

Disaggregation of monetary amounts by acute

and chronic physical risk paragraph 66 (a) ESRS

E1-9 Location of significant assets at material

physical risk paragraph 66 (c).

Article 449a Regulation (EU) No 575/2013; Commission

Implementing Regulation (EU) 2022/ 2453 paragraphs 46

and 47; Template 5: Banking book - Climate change physical

risk: Exposures subject to physical risk.

Not

reported

ESRS E1-9

Breakdown of the carrying value of its real estate

assets by energy-efficiency classes paragraph 67 (c).

Article 449a Regulation (EU) No 575/ 2013; Commission

Implementing Regulation (EU) 2022/ 2453 paragraph

34; Template 2: Banking book -Climate change transition

risk: Loans collateralized by immovable property - Energy

efficiency of the collateral

Not

reported

ESRS E1-9

Degree of exposure of the portfolio to climate-

related opportunities paragraph 69

Delegated Regulation (EU)

2020/1818, Annex II

Not

reported

ESRS E2-4

Amount of each pollutant listed in Annex II of the

E-PRTR Regulation (European Pollutant Release

and Transfer Register) emitted to air, water and

soil, paragraph 28

Indicator number 8

Table #1 of Annex 1

Indicator number 2

Table #2 of Annex 1

Indicator number 1

Table #2 of Annex 1

Indicator number 3

Table #2 of Annex 1

Not

material

ESRS E3-1

Water and marine resources paragraph 9

Indicator number 7

Table #2 of Annex 1

Not

material

ESRS E3-1

Dedicated policy paragraph 13

Indicator number 8

Table 2 of Annex 1

Not

material

ESRS E3-1

Sustainable oceans and seas paragraph 14

Indicator number 12

Table #2 of Annex 1

Not

material

ESRS E3-4

Total water recycled and reused paragraph 28 I

Indicator number 6.2

Table #2 of Annex 1

Not

material

ESRS E3-4

Total water consumption in m

per revenue

on own operations paragraph 29

Indicator number 6.1

Table #2 of Annex 1

Not

material

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS 2- SBM 3

- E4 paragraph 16 (a) I

Indicator number 7

Table #1 of Annex 1

Not

material

ESRS 2- SBM 3

- E4 paragraph 16 (b)

Indicator number 10

Table #2 of Annex 1

Not

material

ESRS 2- SBM 3

- E4 Paragraph 16 ©

Indicator number 14

Table #2 of Annex 1

Not

material

ESRS E4-2

Sustainable land / agriculture practices or policies

paragraph 24 (b)

Indicator number 11

Table #2 of Annex 1

Not

material

ESRS E4-2

Sustainable oceans / seas practices or policies

paragraph 24 I

Indicator number 12

Table #2 of Annex 1

Not

material

ESRS E4-2

Policies to address deforestation paragraph 24 (d)

Indicator number 15

Table #2 of Annex 1

Not

material

ESRS E5-5

Non-recycled waste paragraph 37 (d)

Indicator number 13

Table #2 of Annex 1

Not

material

ESRS E5-5

Hazardous waste and radioactive waste para-

graph 39

Indicator number 9

Table #1 of Annex 1

Not

material

ESRS 2- SBM3 – S1

Risk of incidents of forced labour paragraph 14 (f)

Indicator number 13

Table #3 of Annex I

ESRS 2- SBM3 – S1

Risk of incidents of child labour paragraph 14 (g)

Indicator number 12

Table #3 of Annex I

ESRS S1-1

Human rights policy commitments

paragraph 20

Indicator number 9

Table #3 and Indicator

number 11 Table #1 of

Annex I

S1-1

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS S1-1

Due diligence policies on issues addressed by

the fundamental International Labor Organisation

Conventions 1 to 8, paragraph 21

Delegated Regulation (EU)

2020/1816, Annex II

S1-1

ESRS S1-1

processes and measures for preventing trafficking

in human beings paragraph 22

Indicator number 11

Table #3 of Annex I

Not

reported

ESRS S1-1

workplace accident prevention policy or manage-

ment system paragraph 23

Indicator number 1 Table

#3 of Annex I

S1-1

ESRS S1-3

grievance/complaints handling mechanisms

paragraph 32 (c)

Indicator number 5

Table #3 of Annex I

S1-3

ESRS S1-14

Number of fatalities and number and rate of

work-related accidents paragraph 88 (b) and (c)

Indicator number 2

Table #3 of Annex I

Delegated Regulation (EU)

2020/1816, Annex II

S1-14

ESRS S1-14

Number of days lost to injuries, accidents, fatali-

ties or illness paragraph 88 (e)

Indicator number 3

Table #3 of Annex I

S1-14

ESRS S1-16

Unadjusted gender pay gap paragraph 97 (a)

Indicator number 12

Table #1 of Annex I

Delegated Regulation (EU)

2020/1816, Annex II

S1-16

ESRS S1-16

Excessive CEO pay ratio paragraph 97 (b)

Indicator number 8

Table #3 of Annex I

S1-16

ESRS S1-17

Incidents of discrimination paragraph 103 (a)

Indicator number 7

Table #3 of Annex I

S1-17

ESRS S1-17

Non-respect of UNGPs on Business and Human

Rights and OECD Guidelines paragraph 104 (a)

Indicator number 10

Table #1 and Indicator n.

14 Table #3 of Annex I

Delegated Regulation (EU)

2020/1816, Annex II Delegated

Regulation (EU) 2020/1818 Art 12 (1)

S1-17

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS 2- SBM3 – S2

Significant risk of child labor or forced labor in

the value chain paragraph 11 (b)

Indicators number 12

and n. 13 Table #3 of

Annex I

Not

Material

ESRS S2-1

Human rights policy commitments paragraph 17

Indicator number 9

Table #3 and Indicator n.

11 Table #1 of Annex 1

Not

Material

ESRS S2-1

Policies related to value chain workers paragraph 18

Indicator number 11

and n. 4 Table #3 of

Annex 1

Not

Material

ESRS S2-1 Non-respect of UNGPs on Business

and Human Rights principles and OECD

guidelines paragraph 19

Indicator number 10

Table #1 of Annex 1

Delegated Regulation (EU)

2020/1816, Annex II Delegated

Regulation (EU) 2020/1818, Art 12 (1)

Not

Material

ESRS S2-1

Due diligence policies on issues addressed by the

fundamental Inter-national Labor Organisation

Conventions 1 to 8, paragraph 19

Delegated Regulation (EU)

2020/1816, Annex II

Not

Material

ESRS S2-4

Human rights issues and incidents connected

to its upstream and downstream value chain

paragraph 36

Indicator number 14

Table #3 of Annex 1

Not

Material

ESRS S3-1

Human rights policy commitments

paragraph 16

Indicator number 9

Table #3 of Annex 1 and

Indicator number 11

Table #1 of Annex 1

Not

Material

ESRS S3-1 non-respect of UNGPs on

Business and Human Rights, ILO principles or

OECD guidelines paragraph 17

Indicator number 10

Table #1 Annex 1

Delegated Regulation (EU)

2020/1816, Annex II Delegated

Regulation (EU) 2020/1818, Art 12 (1)

Not

Material

ESRS S3-4

Human rights issues and incidents paragraph 36

Indicator number 14

Table #3 of Annex 1

Not

Material

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Disclosure Requirement

and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation reference

EU Climate

Law reference

Comment/

Section

ESRS S4-1 Policies related to consumers and

end-users paragraph 16

Indicator number 9

Table #3 and

Indicator number 11

Table #1 of Annex 1

Excluded as per

EU quickfix

ESRS S4-1

Non-respect of UNGPs on Business and Human

Rights and OECD guidelines paragraph 17

Indicator number 10

Table #1 of Annex 1

Delegated Regulation (EU)

2020/1816, Annex II Delegated

Regulation (EU) 2020/1818, Art 12 (1)

Excluded as per

EU quickfix

ESRS S4-4

Human rights issues and incidents paragraph 35

Indicator number 14

Table #3 of Annex 1

Excluded as per

EU quickfix

ESRS G1-1

United Nations Convention against

Corruption paragraph 10 (b)

Indicator number 15

Table #3 of Annex 1

G1-1

ESRS G1-1

Protection of whistle-blowers paragraph 10 (d)

Indicator number 6

Table #3 of Annex 1

G1-1

ESRS G1-4

Fines for violation of anti-corruption and anti-

bribery laws paragraph 24 (a)

Indicator number 17

Table #3 of Annex 1

Delegated Regulation (EU)

2020/1816, Annex II

G1-4

ESRS G1-4

Standards of anti-corruption and anti-

bribery paragraph 24 (b)

Indicator number 16

Table #3 of Annex 1

G1-4

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Appendix C - Phased-in S4 Consumers and End

Users

This appendix contains supplementary information regarding

Verve Group’s long-standing sustainability commitments. While

our Double Materiality Assessment (DMA) identified 'Consumers

and End-users' as a material topic, Verve Group has elected

to utilize the regulatory exemptions provided by the European

Commission. These provisions allow companies to omit the

formal disclosure requirements of ESRS S4 from the audited

CSRD report for the 2025 financial year.

To ensure continuity for our stakeholders and to honor our

Five Sustainability Priorities established in 2020, we have

transitioned the disclosures related to 'Providing Data Privacy

and Security' to this appendix. These topics would normally

be covered under the S4 disclosures. This section provides trans-

parency on our ongoing efforts in these areas while we prepare

for the full integration of ESRS S4 in future reporting cycles.

Providing Data Privacy and Security

Materiality

Verve may negatively impact privacy rights if it lose or expose

end-user data, such as the personal information of clients,

end-users, gamers or people who are targeted by ads. Failing

to adequately safeguard this data against misuse, leaks, or

external attacks could result in a violation of individuals’ right

to privacy. It could lead to leakage of sensitive information of

individuals, potentially harming them.

A potential financial risk identified only in the downstream part

of the value chain and no dependency was found. The risks for

Verve stem from consumer's and end-user's privacy. Data privacy

and security is particularly important from a risk perspective.

Verve has proprietary technology that addresses the risk

associated with data privacy. If there were to occur a breach of

private data of consumers and/or end-users, it could lead to a

reduction in the value of these created technologies, leading to

various financial effects.

Verve has an opportunity to make a positive impact when it

comes to consumer and end-user data privacy. It has already

invested in its own technologies to reduce the risk of any negative

data privacy incident from occurring. Continued development in

this field can lead to a stronger market share and more access

to capital.

Management and Governance

Being a company active in the advertising industry, Verve is

highly aware that any advertisements delivered by the company

have a direct impact on the user’s experience. Verve follows a

clear policy when it comes to ad quality which includes several

different measures and guidelines.

Verve has a stringent vetting policy that prequalifies advertisers

and DSP’s before they are onboarded. Additionally, the policy

curates publishers and placements before they are eligible for

monetization. Demand partners need to follow Verve’s demand

content guidelines. These state a zero-tolerance policy for ads

from advertisers that could disrupt user experience or could

put the credibility of apps at risk. Prohibited advertisements

include those promoting adult sexual content, graphic or

excessive violence including terrorism, harassment bullying or

threats, discrimination by race, ethnicity, nationality, religion,

disability, age, gender or sexual orientation, illegal drugs,

internet abuse, illegal internet activities, content that violates

third-party property intellectual property rights or weapons.

Publishers need to follow Verve’s publisher content guidelines.

Verve again has a zero-tolerance policy for apps or app content

that could damage the brand reputation and put the credibility

of advertising partners at risk. The same content re-strictions

as for demand partners also apply to publishing partners. The

complete demand and publisher content guidelines can be

found on the company website.

Policies related to consumers and end-users:

Information security is of elementary importance to our company

and our operations in games and programmatic advertising. As a

forward-thinking company, at C-level we recognize the need for

secure and uninterrupted business operations. To ensure this, we

have decided to establish an Information Security Management

System (ISMS) based on the international standard for informa-

tion security ISO/IEC 27001. We see information security as the

basis for justifying the trust of our consumers and end-users. We

have implemented a robust information security policy. Verve has

clearly distributed responsibilities and functions that work hand

in hand in the area of data privacy and IT-/ Cyber security. Verve’s

Chief Information Security Officer (CISO) is responsible for imple-

menting the policy across the organization.

Currently, Verve has no standalone Human Rights Policy.

However, Verve adheres to universal human rights, The ten

principles of the United Nations Global Compact. Data is one of

the most important assets for Verve to provide its services and

Verve has already invested in its own technologies to reduce

the risk of any negative data privacy incidents from occurring

by creating solutions that can provide advertising without the

usage of ID’s.

Verve has been at the forefront of developing innovative tech-

nologies that enable targeting without relying on identifiers

and instead uses contextual data. Verve’s ID-less advertising

solutions address one of the most pressing challenges in digital

advertising: achieving effective targeting without relying on

traditional mobile identifiers such as IDFA or cookies. Verve

has successfully developed and launched ID-less targeting

solutions such as ATOM (Anonymized Targeting on Advertising)

focusing on mobile on-device targeting, Moments.AI, an

award-winning contextual targeting solution tailored specifi-

cally for web, CTV and mobile applications, as well as ID-less

graph solutions which use geo identifiers (non-PII zip codes) for

targeting. These innovations underscore Verve's differentiation

and leadership in ID-less advertising technology, a key driver of

the company’s rapid growth.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Providing Data Privacy and Security:

Verve is active in the AdTech industry and handles data to

provide its products. Data privacy and data security have been

identified as the highest risks for Verve. Being an ad software

platform with strong own content and therefore a company

that works with and processes significant amounts of data of

clients, customers and users of its content, data privacy and

security is irremissible. It is therefore one of Verve’s top priorities to

ensure data privacy and IT security and the company continuously

works on further improving its processes, systems, and policies in

this area. Additionally, Verve is developing its own technologies

for ID-less targeting.

Verve may negatively impact privacy rights if the company

loses or exposes end-user data, such as personal information of

clients, end-users, gamers or people who are targeted by ads.

Failing to adequately safeguard data against misuse, leaks, or

external attacks could result in a violation of individuals’ right to

privacy. It could lead to leakage of sensitive information of indi-

viduals, potentially harming them. The risks for Verve stem from

consumer's and end-user's privacy. Data privacy and security

are particularly important from a risk perspective. Verve has

proprietary technology that addresses the risk associated with

data privacy. If there were to occur a breach of private data of

consumers and/or end-users, it could lead to a reduction in the

value of these created technologies, leading to various financial

effects. From an end-user perspective a breach can lead to an

unwanted reveal of private information to the public. A breach

of IT security could come in the form of unwarranted access to

Verve's platform, potentially allowing outside actors to access

private information of the end-users who engage with Verve. It

can also come in the form of a fake advertisement that is used

to gather an end-user's private information.

Data Privacy Governance:

Verve takes great care in ensuring personal data is only

processed within the defined and communicated purposes

according to its data privacy policies which also ensure the correct

legal basis is followed in each case. The respective privacy

policies of Verve’s companies (Verve employees, applicants,

B2C and B2B clients/partners) clearly define which personal

data is processed. Verve has an authorization concept in place

that ensures that only relevant employees can access the data

Verve collects. The Data Privacy Unit is supported in this by the

Information Security department which continuously develops

new security measures to ensure and improve the integrity of

data handled by Verve.

Verve operates with a data minimization model, only collecting

as much personal data as necessary for the respective processing

purpose following the principle “As much data as necessary,

as little data as possible” to protect the data subject from

excessive disclosure of personal data. Personal data collected

must be correct, up-to-date and from reliable sources. Incorrect

or outdated data is either corrected or deleted as soon as

Verve is aware of it. Data that is no longer needed is deleted

by Verve unless statutory retention obligations prohibit Verve

from deleting. During the retention period, data is blocked for

further use by the controller. The deletion of data is covered by

the Verve data deletion concept to ensure that this process is

continuously adhered to. Requests for the deletion of data by

users are also covered by the deletion concept with automatic

data deletion (data that must be retained by law is kept as long

as necessary). Verve has implemented appropriate processes

and responsibilities to safeguard that data subjects can exer-

cise their data subject rights in accordance with the applicable

law. Verve processes and documents the requests within the

statutory deadlines. Verve maintains an incident management

system for data protection related incidents, which processes

and documents any breaches or incidents immediately as per

the Incident Response Plan.

The Verve Data Privacy Unit maintains a semi-automated

processing directory from a third-party provider (cf. Art. 30

GDPR). This processing directory is improved constantly. When

developing new digital services, the Verve Data Privacy Unit

is involved at an early stage by the product teams to take data

protection into account from the offset and minimize potential

risks in this area right from the start.

Information Security Governance:

Information and Data Security is governed in the Information

Security Charter, defining the core roles, duties and goals for the

Information Security Management System (ISMS). The ISMS is

adopted by the C-Level and Board of Directors. Verve’s Information

Security strategy is set to decrease Information and -cybersecurity

risks for the company and clients by implementing and evolving

better solutions and practices for granting confidentiality, integrity,

authenticity of information and availability of its services in

compliance with current privacy laws and data protection re-

quirements. To cover the various aspects of Information Security,

Verve has implemented the following policies: Verve Information

Security Charter, Policy on Acceptable Use, Policy on Information

Classification, Policy on Documented Information, Policy on

Incident Management (including the Incident Response Plan),

Policy on Identity and Access Management, Policy on IT Change

Management, Policy on Supplier Management, Policy on the use

of Cryptographic Controls, Information Security Risk-Management

Policy. Policy on the use of AI. All relevant policies are made

available to employees in a central policy cockpit and need to be

acknowledged by all employees through the HR tool.

Verve continues to improve and extend its technological security

controls. Access rights to information assets have been set

to follow the principle of the least privilege. This includes all

external and internal accounts for financial and revenue-related

systems. User and permission reviews are largely automated

and aligned with the Internal Control System. Multi-factor

authentication is established throughout the company as

well as a password manager for all employees with oversight

from IT security. The roll-out of multi-factor authentication was

completed during 2025 with phishing resistant factors being

used for initial critical user accounts. To ensure proper access

control measures are in place, Verve has conducted continuous

reviews of user access rights and has improved the identity

and access management for multiple systems. Verve monitors

its IT systems for vulnerabilities 24/7 and on a continued basis

throughout the year. To identify vulnerabilities in Verve’s systems,

additionally third-party vulnerability analysis is performed

regularly and identified vulnerabilities are mitigated.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Training in Data Privacy and IT Security:

The effectiveness of Verve’s data protection procedures and

the ISMS also depend heavily on the individual employee at

Verve. Therefore, continuous obligatory data protection, Cyber-

and Information Security training is provided to Verve employees.

Training courses are updated regularly and tested for effective-

ness. Depending on the role, employees and management

might receive additional tailored training in addition to the

mandatory training. Verve has adopted a new tool and campaign

for regular security awareness training and has conducted

additional training for specific high-risk roles in 2025.

Mergers and Acquisitions:

Verve has a history of growing through mergers and acquisitions.

Newly acquired companies are checked for data protection

compliance during the due diligence process. A data protection

checklist ensures that newly acquired companies are imple-

menting the same status as Verve and acquisitions are integrated

into the overall data protection system without delay. Similar

processes apply in terms of IT security where acquisitions are

integrated into the information security strategy including anti-

malware, intrusion prevention, web control and web security.

All new devices entering Verve through an acquisition get a

managed full-disk encryption and all employees are included

in the security awareness training program. Work-spaces are

migrated with the existing applications and multi-factor-

authentication is established.

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Financial Statements

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Financial statements

Financial Statements - Group

Consolidated Statement of Financial Position 96

Consolidated Income Statement 97

Consolidated Statement of Comprehensive Income 97

Consolidated Statement of Changes in Equity 98

Consolidated Statement of Cash Flows 99

Notes

1 General information 100

2 Significant accounting policies 100

3 Acquisitions of subsidiaries 114

4 Interests in subsidiaries (NCI) 118

5 Segment information 118

6 Intangible assets 121

7 Property, plant and equipment 123

8 Deferred tax assets 123

9 Financial assets 124

10 Trade receivables 124

11 Other current non-financial assets 125

12 Cash and cash equivalents 125

13 Shareholders’ equity 125

14 Financial liabilities 126

15 Other non-financial liabilities – current 128

16 Reporting on financial instruments 129

17 Hedge accounting and derivatives 135

18 Leases 136

19 Deferred tax liabilities 136

20 Current accruals 137

21 Provisions 137

22 Trade payables 137

23 Other financial commitments 137

24 Revenues 138

25 Other operating income 138

26 Purchased services 138

27 Employee benefits expense 138

28 Other operating expenses 140

29 Depreciation and amortization 140

30 Financial results 140

31 Income taxes 141

32 Earnings per share 141

33 Business transactions with related parties 142

34 Employees 143

35 Auditors’ fees for annual financial statements 143

36 Governing board of the company and remuneration 143

37 Events after the end of reporting period 145

Financial Statements - Parent Company

Parent Company’s Balance Sheet 146

Parent Company’s Income Statement 147

Parent Company’s Comprehensive Income 147

Parent Company’s Statement of Changes in Equity 148

Parent Company’s Cash Flows Statement 149

Notes

1 Significant accounting policies 150

2 Revenues 150

3 Other operating income 150

4 Administrative expenses 150

5 Financial result 150

6 Income taxes 150

7 Investments in subsidiaries 151

8 Other non-current financial assets 151

9 Receivables 151

10 Cash and cash equivalents 152

11 Shareholders’ equity 152

12 Financial liabilities 152

13 Bonds 154

14 Current provisions and accruals 154

15 Trade payables 154

16 Employees 154

17 Proposed appropriation of profit 154

Reconciliation of alternative performance measures 165

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

in €k Notes 2025 2024

Intangible assets 6 972,873 986,855

Goodwill 714,706 718,032

Internally generated intangible assets 117,751 118,878

Other intangible assets 140,416 149,945

Property, plant, and equipment 7 12,965 4,313

Other non-current financial assets 9 7,096 4,930

Deferred tax assets 8 27,933 17,049

Total non-current assets 1,020,867 1,013,147

Trade receivables 10 109,706 60,871

Other receivables 32,937 31,729

Current receivables from income tax 6,062 3,762

Other current financial assets 9 17,109 19,176

Prepaid expenses and other current asset 11 9,766 8,791

Cash and cash equivalents 12 89,025 146,702

Total current assets 231,668 239,302

Total assets 1,252,535 1,252,449

in €k Notes 2025 2024

Common stock 2,001 1,872

Share premium 173,056 141,733

Capital reserves 214,889 214,393

Other reserves -11,486 -14,130

Currency translation reserve -29,475 33,530

Retained earnings 73,976 73,281

Equity attributable to shareholders of the parent company 13 422,961 450,679

Non-controlling interests 169 200

Total equity 423,130 450,879

Bonds 14, 16 474,493 445,782

Other non-current financial liabilities 14, 16 25,579 30,981

Deferred tax liabilities 19 25,893 21,725

Total non-current liabilities 525,965 498,488

Trade payables 22 98,496 104,061

Accruals 20 46,808 48,153

Liabilities due to banks 16 52,347 50,090

Other current financial liabilities 16, 17, 18 54,651 44,482

Current provisions 21 2,964 15,132

Other non-financial liabilities 15 48,173 41,164

Total current liabilities 303,440 303,082

Total shareholders' equity and liabilities 1,252,535 1,252,449

Consolidated Statement of Financial Position

Assets Equity & liabilities

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Financial Statements – Group

in €k Notes 2025 2024

Revenue 24 550,923 437,005

Other own work capitalized 28,012 24,932

Other operating income 25 2,650 17,750

Purchased services 26 -314,555 -236,707

Employee benefits expenses 27 -103,506 -79,490

Wages and salaries -94,662 -72,843

Social security -8,844 -6,647

Other operating expenses 28 -41,400 -34,969

Earnings before interest, taxes, depreciation, and

amortization (EBITDA)

122,122 128,521

Depreciation and amortization 29 -53,053 -38,239

Earnings before interest and taxes (EBIT) 69,069 90,281

Financial expense 30 -68,233 -64,892

Financial income 30 6,360 6,413

Earnings before taxes (EBT) 7,196 31,802

Income taxes 31 -6,508 -2,998

Consolidated net profit/(loss) 689 28,805

Attributable to:

Owners of the parent company 695 28,795

Non-controlling interest -6 10

Earnings per share 32

Basic 0.00 0.16

Diluted 0.00 0.14

in €k Notes 2025 2024

Consolidated net profit/(loss) 689 28,805

Items that may be reclassified subsequently to profit

or loss under certain conditions:

Exchange differences on translating foreign operations -63,030 30,942

Gain of cash flow hedges from interest swaps 17 2,644 -41

Other comprehensive (loss)/income -60,386 30,901

Total comprehensive (loss)/income -59,697 59,706

Attributable to:

Owners of the parent company -59,666 59,689

Non-controlling interest -31 18

Consolidated Income Statement Consolidated Statement of Comprehensive Income

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Common stock Share Premium Capital reserves

Retained

earnings incl.

Profit of the year

Amounts

recognized

directly in equity

Share-

holders’ equity

attributable

to owners of

the parent

Non-

controlling

interest

Total

shareholders’

equity

No. of Shares

thousands

Amount

€k

Amount

€k

Amount

€k

Amount

€k

Amount

€k

Amount

€k

Amount

€k

Amount

€k

Balance at January 1, 2024 159,249 159,249 103,518 56,516 44,486 -11,494 352,274 183 352,457

Consolidated profit 28,795 28,795 10 28,805

Other comprehensive (loss)/income 30,893 30,893 8 30,901

Total comprehensive income 28,795 30,893 59,689 18 59,706

Capital increases 27,918 279 38,215 -5 38,490 38,490

Capital decreases -157,657 157,657 0 0

Other Equity reserves regarding IFRS 2 226 226 226

Balance at December 31, 2024 187,167 1,872 141,733 214,393 73,281 19,399 450,679 200 450,879

Balance at January 1, 2025 187,167 1,872 141,733 214,393 73,281 19,399 450,679 200 450,879

Consolidated profit 695 695 -6 689

Other comprehensive income -60,360 -60,360 -26 -60,386

Total comprehensive income 695 -60,360 -59,666 -31 -59,697

Capital increases 12,949 129 31,323 31,452 31,452

Equity-settled share based payment reserve 495 495 495

Balance at December 31, 2025 200,117 2,001 173,056 214,889 73,976 -40,961 422,961 169 423,130

Consolidated Statement of Changes in Equity

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

in €k FY 2025 FY 2024*

Consolidated net profit/(loss) 689 28,805

Depreciation and amortization 53,053 37,964

Non-cash income/expenses -666 -24,711

Booked income taxes 12,645 17,961

Financial income/expenses 61,872 58,478

Income tax paid -12,033 -2,837

Cash flow from operating activities before changes in working capital 115,560 115,660

Net change in working capital -66,237 21,335

Cash flow from operating activities 49,323 136,995

Capital expenditures on intangible assets -36,294 -38,820

Capital expenditures on property, plant and equipment -3,808 -3,734

Deposits/Payments for other assets -2,098 37

Capital expenditures related to acquisition of subsidiaries (net of cash

acquired)

-41,356 -119,031

Cash flow from investing activities -83,556 -161,548

New share issue 31,452 38,494

Payments for the acquisition of non-controlling interest 0 -5

Proceeds from borrowings 2,020 18,090

Repayment of borrowings -36,693 -7,947

Proceeds from the issue of bonds 375,459 93,698

Repayment of bonds -352,598 -35,929

Interest paid -41,266 -58,590

Cash flow from financing activities -21,626 47,811

Cash flow for the period -55,859 23,258

Cash and cash equivalents at the beginning of the period 146,702 121,740

Exchange rate differences in cash and cash equivalents -1,819 1,705

Cash and cash equivalents at the end of the period 89,025 146,702

The comparative figures have been restated in connection with a retrospective change in accounting policy regarding presentation of payments related to deferred

consideration which have been reclassified from investing to financing cash flows, please see note 2.20 for further details.

Consolidated Statement of Cash Flows

Annual and Sustainability

Report 2025

Verve Group SE

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Notes – Group

1 General information

Verve Group SE (“Verve”, “Verve Group”, “the Group”, “the

Company” or “the Parent Company”, formerly

MGI – Media

and Games Invest SE)

is a public company registered in accord-

ance with the corporate law of the European Union (EU) with

registration number 517100-0143 and registered office address

at Humlegårdsgatan 19 A, 114 46 Stockholm, Sweden. As of

December 31, 2025, Bodhivas GmbH, Duesseldorf, owns 23.16%

of Verve. The ownership of the Company’s share capital and

voting rights related to such holdings are such that no particular

individual or identifiable group of individuals could exercise

ultimate control over the Company. The Company’s shares are

listed in the regulated market of the Frankfurt Stock Exchange,

specifically in the General Standard since 12th May 2025, in

Germany and on NASDAQ First North Premier Growth Market

in Sweden. On July 11, 2025 Verve was included in Deutsche

Börse’s SDAX index at Frankfurt Stock Exchange.

On March 6, 2025, Verve successfully placed a senior

unsecured floating rate callable bond (ISIN: SE0023848429)

with an initial amount of 500 €m and a framework of 650 €m

following a book-building process. The proceeds from this

issue were used to repay in full the outstanding senior secured

bonds 2022/2026 (ISIN: SE0018042277) and 2023/2027 (ISIN:

SE0019892241), as well as for general corporate purposes.

Verve is an ad-technology company operating a software plat-

form that facilitates the automated buying and selling of digital

advertising inventory.

The platform connects advertisers with

publishers across multiple digital channels, including mobile

applications, mobile web, connected TV and digital out-of-home

Verve’s main operational presence is in North America and

Europe. Verve generates revenue by providing programmatic

advertising services and related technology solutions. The

Group also develops and operates online games, which provide

first-party data sources used in its advertising technology prod-

ucts. The Group grows its business through internal develop-

ment and targeted acquisitions.

2 Significant accounting policies

2.1 Basis of Preparation

The consolidated financial statements of the Verve Group for

the year ended December 31, 2025, have been compiled in

accordance with International Financial Reporting Standards

(IFRS) as adopted in the European Union (EU) by Regulation

(EC) No. 1606/2002 of the European Parliament and of the

Council on the application of international accounting stand-

ards. The term IFRS includes all International Financial Reporting

Standards and International Accounting Standards (IAS) in

effect as well as all interpretations and amendments issued

by the IFRS Interpretations Committee (IFRIC) and the former

Standing Interpretations Committee (SIC). Comparative figures

for the prior year were also determined based on these standards.

The Group also applies the Swedish Financial Reporting Board

recommendation RFR 1 Supplementary Accounting Rules for

groups which specifies additional disclosures required under

the Swedish Annual Accounts Act. The Group’s financial year

begins on January 1, and ends on December 31, of the calendar

year.

The financial statements have been prepared on a going concern

basis.

The functional currency and reporting currency of the Group’s

parent entity is the Euro, therefore these consolidated financial

statements are presented in Euros (€). Unless otherwise

stated, all amounts are presented in thousand Euros (€k).

accordance with IAS 1 (Presentation of Financial Statements),

the consolidated financial statements contain a Consolidated

Statement of Financial Position as of the reporting date, a

Consolidated Income Statement, a Consolidated Statement of

Comprehensive Income, a Consolidated Statement of Changes

in Equity, and a Consolidated Statement of Cash Flows in

accordance with the principles of IAS 7 (Statement of Cash

Flows). The segment reporting is prepared in accordance with

the regulations of IFRS 8 (Operating Segments).

Assets and liabilities are classified as current when they are

expected to be realized or settled within twelve months of the

reporting date, and as non-current otherwise.

In order to improve the clarity of the depiction, various items of

the consolidated statement of financial position and the con-

solidated statement of profit or loss are shown in summarized

form. These items are shown and explained separately in the

notes to the consolidated financial statements

The consolidated financial statements were prepared based

on the historical cost or production costs. This does not apply

to certain financial instruments that were reported at fair value

on the statement of financial position date. A corresponding

explanation is given in the context of the respective accounting

and valuation methods. Historical acquisition or production

costs are based on the fair value of the consideration made in

exchange for the asset.

The preparation of the consolidated financial statements

requires management to judgement decisions and estimates

that relate to the application of accounting methods and the

reported amounts of the assets, liabilities, income, and expenses.

Actual results can deviate from these estimates. The areas

involving a higher degree of judgement or complexity, or areas

where assumptions and estimates are significant to the financial

statements, are disclosed in Note 2.22. Estimates and the

underlying assumptions are continually reviewed. Revisions of

estimates are recorded prospectively.

As amounts (in €k) and percentages have been rounded,

rounding differences may occur.

Annual and Sustainability

Report 2025

Verve Group SE

100

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

2.2 New and Revised Standards and Interpretations That Are Applied for The First Time in The

Financial Year 2025

The following new and amended IFRSs are required to be applied for the first time in the financial

year beginning on January 1, 2025:

• Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates

The new or amended IFRS standards effective from January 1, 2025 had no material impact on the

Group’s financial position or performance.

2.3 Standards, Interpretations and Changes to Published Standards Which Were Issued but

Not Yet Effective

In its consolidated financial statements 2025, the Group did not early adopt the following

accounting standards, which have been issued by the IASB, but are not yet effective and/or not

yet endorsed for use in the EU.

Standard	Time of application	Expected effects
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)	Available for optional adoption/ effective date deferred indefinitely	No impact
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures	01/01/2026	No material impact
Annual Improvements to IFRS Accounting Standards – Amendments to IFRS 1, 7, 9, 10, IAS 7	01/01/2026	No material impact
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7	01/01/2026	No material impact
IFRS 18 Presentation and Disclosures in Financial Statements	01/01/2027	No material impact on the core performance indicators in the group
IFRS 19 Subsidiaries without Public Accountability: Disclosures	01/01/2027	No impact
IAS 21 The Effects of Changes in Foreign Exchange Rates	01/01/2027	No material impact

2.4 Basis of Consolidation

2.4.1 Subsidiaries

The consolidated financial statements include the financial statements of the parent company

and the companies it controls (the “Group”) . The parent company gains control if:

• has power over the investee

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The parent company regularly reassesses whether it controls an investee (or holds significant

influence) whenever changes in facts or circumstances indicate that one or more of the control

criteria may have changed, ensuring compliance with IFRS 10’s requirements.

If the parent company does not have a majority of voting rights, it still controls the associated

company if it has the practical ability to determine the relevant activities of the investment company

unilaterally through its existing voting rights. When assessing whether its existing voting rights

are sufficient for the power of determination, the parent company takes into account all facts and

circumstances, including:

• the scope of voting rights held by the parent company in relation to the scope and distribution

of the voting rights of other voting rights holders;

• potential voting rights of the parent company, other voting rights holders and other parties;

• rights from other contractual agreements; and

• additional facts and circumstances that indicate that the parent company has or does not

have the ability to determine the relevant activities at the times when decisions must be taken,

taking into consideration the voting behavior at shareholders’ meetings.

A subsidiary is included in the consolidated financial statements from the time when the parent

company obtains control over the subsidiary until the time when the control by the parent com-

pany ceases. The results of the subsidiaries acquired or sold during the year are included in the

consolidated statement of profit or loss and other comprehensive income from the date control is

obtained and up to the date control is lost.

The profit or loss and any component of the other comprehensive income must be attributed to

the shareholders of the parent company and the non-controlling shareholders.

If necessary, the financial statements of the subsidiaries are adjusted to align the accounting and

valuation methods to the methods used in the Group.

All intercompany assets, liabilities, equity, income, expenses, and cash flows in connection with

business transactions between group companies are fully eliminated as part of the consolidation.

Annual and Sustainability

Report 2025

Verve Group SE

101

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Changes in the Group’s stake in existing subsidiaries

Changes in the Group’s stake in subsidiaries that do not lead to a loss of the control are accounted

for as an equity transaction. The carrying amounts of the shares held by the Group and the

non-controlling interest are adjusted in such a way that they reflect the changes in the stakes in

the subsidiaries. Any difference between the amount by which the non-controlling shares are

adjusted and the fair value of the consideration paid or received is directly recognized in equity

and allocated to the shareholders of the parent company.

If the parent company loses control of a subsidiary, the gain or loss received on deconsolidation

is recognized in profit or loss. This is determined from the difference between the total amount

of the fair value of the consideration received and the fair value of retained shares and the book

value of the assets (including goodwill), the liabilities of the subsidiary company and all non-

con-trolling interest.

If the parent company retains shares in the previous subsidiary, they are recognized at the fair value

determined at the time of the loss of control. This value represents the acquisition costs of the

shares, which depend on the level of influence obtained and are accounted for either in accord-

ance with IFRS 9 Financial Instruments or in accordance with the requirements for associates or

joint ventures.

Annual and Sustainability

Report 2025

Verve Group SE

102

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

2.4.2 Scope of Consolidation

The scope of consolidation as of December 31, 2025 comprises the following:

Fully Consolidated Entities	Registered Office	Capital Share 2025in %	Capital Share 2024in %
Verve Group SE	Stockholm, Sweden
adspree media GmbH	Berlin, Germany	99.98%	99.98%
AxesInMotion, S.L.	Sevilla, Spain	100%	100%
Dataseat Ltd.	London, United Kingdom	100%	100%
gamigo Advertising GmbH	Hamburg, Germany	99.98%	99.98%
gamigo AG	Hamburg, Germany	99.98%	99.98%
gamigo Holding GmbH	Berlin, Germany	100%	100%
gamigo Inc.	Wilmington, DE, USA	100%	100%
gamigo Innovation Services GmbH	Hamburg, Germany	99.98%	99.98%
Gamigo Philippines Inc.	Cebu, Philippines	98%	98%
gamigo Portals GmbH	Hamburg, Germany	99.98%	99.98%
gamigo Publishing GmbH	Hamburg, Germany	99.98%	99.98%
gamigo US Inc.	Dover, DE, USA	100%	100%
Captify Target Company LLC	Delaware, USA	100%	-
Captify Acquisition Ltd	London, United Kingdom	100%	-
Captify Technologies Ltd.	London, United Kingdom	100%	-
Captify Technologies S.A.R.L	Paris, France	100%	-
Captify Media GmbH	Hamburg, Germany	100%	-
Captify Technologies PTY Ltd	Sydney, Australia	100%	-
Captify Technologies S.R.L	Milano, Italy	100%	-
Captify Technologies S.L.U	Madrid, Spain	100%	-
Captify Technologies Inc	New York, NY, USA	100%	-
HyperMX mobile LLC	Delaware, USA	100%	100%
Jun Group Productions LLC	Delaware, USA	100%	100%
Just Digital GmbH	Berlin, Germany	99.98%	99.98%
Kings Holding Inc.	Austin, TX, USA	100%	100%
KingsIsle Entertainment Incorporated	Austin, TX, USA	100%	100%
Match2One AB	Stockholm, Sweden	100%	100%

ME digital GmbH	Berlin, Germany	100%	100%
Media and Games Services AG	Zug, Switzerland	100%	100%
Platform 161 Holding B.V.	Amsterdam, Netherlands	100%	100%
Platform 161 LLC	New York, NY, USA	100%	100%
Samarion GmbH	Düsseldorf, Germany	100%	100%
Shanghai Yi Qiu Business Management Co. Ltd.	Shanghai, China	100%	100%
Smaato Holding GmbH	Hamburg, Germany	100%	100%
Smaato Inc.	San Francisco, CA, USA	100%	100%
Smaato India Private Limited	Telengana, India	80%	80%
Smaato Pte. Ltd.	Singapore, Singapore	100%	100%
Vajrapani Ltd.	Valletta, Malta	100%	100%
VerMedia India Private Ltd. (formerly AppLift India Technologies Private Ltd.)	Bangalore, India	100%	100%
Verve Ad Solutions GmbH	Berlin, Germany	100%	100%
Verve AI Technology Oy	Helsinki, Finland	100%	100%
Verve Corporate GmbH (formerly MGI	Berlin, Germany	100%	100%
Corporate GmbH)
Verve Group China WFOE	Shanghai, China	100%	100%
Verve Group Europe GmbH	Berlin, Germany	100%	100%
Verve Group Inc.	Carlsbad, CA, USA	100%	100%
VERVE GROUP LATAM Veiculaҫao de Publicidade na Internet LTDA. (Verve Group Latam)	Sao Paulo, Brazil	100%	100%
Verve Holding GmbH	Berlin, Germany	100%	100%
Verve US Holdco Inc.	Wilmington, DE, USA	100%	100%
VGI CTV Inc.	Lewes, DE, USA	100%	100%
Yu Guang Information Technologies (Shanghai)Co. Ltd.	Shanghai, China	100%	100%
Verve Retail Media Holding GmbH	Berlin, Germany	100%	-
Viewento GmbH	Hamburg, Germany	100%	-
acardo Group AG	Dortmund, Germany	100%	-

Gamigo Spain Holding S.L. has been merged into AxesInMotion S.L. in FY 2025.

Verve AR Services LLC, Wilmington (DE), USA, founded in 2022 and a capital share of the Group of

100%, is not consolidated following the rules of IFRS 10. Refer to Note 2.23 and Note 9.

Annual and Sustainability

Report 2025

Verve Group SE

103

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

2.5 Foreign Currency

The separate financial statements of the Verve Group’s foreign

subsidiaries are translated into Euro pursuant to IAS 21 (The

Effects of Changes in Foreign Exchange Rates) using the concept

of functional currency. When preparing the financial statements

of each individual group company, business transactions that are

denominated in currencies other than the functional currency

of the group company (foreign currencies) are converted at

the rates valid on the date of the transaction. At the end of

the reporting period, monetary items in foreign currency are

converted using the current exchange rate on the financial

reporting date. Non-monetary items in foreign currency that

are measured at fair value are converted using the exchange

rates that were valid at the time the fair value was determined.

Non-monetary items valued at acquisition or production cost

are converted using the exchange rate at the time of initial into

Euros (€) using the exchange rates valid on the reporting date.

Translation differences from monetary items are recognized in

the Statement of Comprehensive Income in the period in which

they occur. Exceptions are:

• Translation differences from transactions that were incurred

to hedge certain foreign currency risks.

• Translation differences from monetary items to be received

or paid from/to a foreign business operation, the fulfilment of

which is neither planned nor likely and which are therefore

part of the net investment in this foreign business operation,

which are initially recognized in other comprehensive

income and are reclassified on disposal from equity to profit

and loss.

To prepare the consolidated financial statements, the assets

and liabilities of the Group’s foreign operations are converted

into Euros (€) using the exchange rates valid on the reporting

date. Income and expenses are translated at the average

exchange rate for the period unless the exchange rates during

the period were subject to strong fluctuations. In this case, the

exchange rates apply at the time of the transaction. Translation

differences from the translation of foreign operations in the

group currency are recognized in other comprehensive income

and accumulated in equity.

When a foreign business operation is sold, all accumulated

translation differences that are attributable to the Group from

this business operation are reclassified to the statement of

comprehensive income. The following transactions are considered

to be a sale of a foreign business operation:

• the sale of the entire group share in a foreign business operation,

• a partial sale with loss of the control over a foreign subsidiary or

• a partial sale of a participation in a joint agreement or an

associated company which includes a foreign business

operation.

If parts of a subsidiary, which includes a foreign business

operation, are sold without a loss of control, the share in the

amount of the translation differences attributable to the sold

part is attributed to the non-controlling interest from the date

of disposal. In the case of a partial sale of shares in associated

companies or joint agreements without a change of status, the

corresponding share in the amount of the translation differences

is reclassified to income.

Goodwill arising from the acquisition of a foreign business oper-

ation and adjustments to the fair value of the identifiable assets

and liabilities are treated as assets or liabilities of the foreign

business operation and converted at the rate on the financial

reporting date. Resulting translation differences are recorded in

the reserve from currency translation.

The following rates were used to convert foreign operations

with a functional currency other than Euro:

Currency	Assets and LiabilitiesClosing rate on 31/12		Income and ExpensesAverage rate
	2025	2024	2025	2024
Brazilian real (BRL)	6,3054	5,8263	6,4364	6,4253
British Pound (GBP)	0,8750	0,8280	0,8726	0,8292
Chinese yuan (CNY)	8,1149	7,7861	8,2262	7,5833
Indian rupee (INR)	98,4641	90,5289	105,5965	88,9335
Philippine peso (PHP)	64,9406	61,9844	69,2660	60,3010
Singapore dollar (SGD)	1,4752	1,4457	1,5105	1,4164
Swedish crowns (SEK)	11,0647	11,4305	10,8215	11,4590
Swiss franc (CHF)	0,9371	0,9526	0,9314	0,9412
US dollar (USD)	1,1293	1,0820	1,1750	1,0389

2.6 Revenue Recognition

The Group generates revenue from the income from online,

console, advertising, and mobile games (including casual

games, roleplay games and strategy games) as well as from

media services (platform and advertising services).

Revenue is recognized in accordance with IFRS 15 Revenue

from Contracts with Customers, measured at the fair value

of consideration expected to be received. For virtual in-game

items, revenue is recognized when control of the item passes

to the player (i.e. at the point of sale for durables or over the

consumption of the item for consumables). Service revenue is

recognized over the period the service is provided.

In some games, part of the revenue is recognized over time and

judgement is applied in determining the user life-time.

Media service sales refer to media and platform services for

business customers. The service is called up by the customer

using a service contract. The revenue is considered to be realized

as soon as the marketing services have been provided for the

corresponding period and an invoice has been sent to the

customer.

Annual and Sustainability

Report 2025

Verve Group SE

104

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

If the provision of usage rights includes a determinable sub-

amount for several or consecutive services, the revenues

incurred on this are accrued and recognized over the term of

the usage right with recognition in the consolidated statement

of profit or loss. The recognition is usually done in accordance

with the provision of the service.

Revenue is generally recognized after deduction of sales taxes

and other taxes as well as after deduction of reductions in

revenues such as bonuses or discounts at the fair value to be

applied of the service in return received or to be received.

Revenue

is also shown as deferred revenue/income due to the fact that

revenue is realized in upcoming periods, but the company has

already received the payment. Contract liabilities resulting

from prepayments of customers are recognized on the balance

sheet as Deferred Income/Revenue, refer to Note 15 and 24.

2.7 Income Taxes

Income tax expense represents the total of current tax expense

and deferred taxes. Current or deferred taxes are recognized in

the consolidated statement of profit or loss, unless they are related

to items that are recognized either in other comprehensive in-

come or directly in equity. In this case, current and deferred taxes

are also recognized in other comprehensive income or directly in

equity. If current or deferred taxes result from the initial accounting

for a business combination, the tax effects are included in the

accounting for the business combination.

2.7.1 Current taxes

The current tax expense is determined on the basis of the

taxable income for the year. Taxable income differs from the net

income from the consolidated statement of profit or loss due to

expenses and income that are taxable or tax deductible in later

years or never. The Group’s liability for current taxes is calculated

on the basis of the applicable or soon to be applicable tax rates.

2.7.2 Deferred taxes

Deferred tax assets and liabilities are recognized in accordance

with the balance sheet liability method (IAS 12 Income Taxes).

Deferred taxes are recognized for the differences between the

carrying amount of assets and liabilities in the consolidated

financial statements and the corresponding tax base in the

calculation of taxable income. Deferred tax liabilities are generally

recognized for all taxable temporary differences; deferred tax

assets are recognized to the extent that it is likely that taxable

profits will be available for which the deductible temporary

differences can be used. Such deferred tax assets and deferred

tax liabilities are not recognized if the temporary differences

result from goodwill or from the first-time recognition (except for

busine ss combinations) of other assets and liabilities that result

from events that do not affect taxable income or the net profit.

Deferred tax liabilities are recognized for taxable temporary

differences arising from shares in subsidiaries or associates

and shares in joint ventures, unless the Group can control the

reversal of the temporary differences, and it is likely that the

temporary difference will not reverse anytime soon.

Deferred tax assets that result from temporary differences in

connection with shares in subsidiaries or associated companies

and shares in joint ventures are only recognized to the ex-tent

that it is probable that sufficient taxable income is available

with which the claims from the temporary differences can be

used. It must also be assumed that these temporary differences

will be reversed in the foreseeable future.

The book value of the deferred tax assets is verified every year at

the end of the reporting period and the value is reduced if it is no

longer probable that sufficient taxable income will be available

to realize the claim in full or in part. Deferred tax liabilities and

deferred tax assets are determined on the basis of the expected

tax rates and tax laws that are expected to apply when the debt

is settled, or the asset is realized. The valuation of deferred tax

as-sets and liabilities reflects the tax consequences that arise

from the way in which the Group expects to meet the liability or

realize the asset on the statement of financial position date.

2.8 Leases

Leases are accounted for pursuant to IFRS 16 (Leases). According

to IFRS 16, the lessee has a fundamental obligation to recognize

rights and obligations arising under leases in the balance sheet.

Lessees account for the right-of-use asset in the fixed assets as

well as a corresponding lease liability.

At the start of a contract, the Group assesses whether the

contract establishes or includes a lease. This is the case if the

contract provides the right to control the use of an identified asset

in return for payment of a fee for a certain period of time. In

order to assess whether a contract includes the right to control

an identified asset, the Group uses the definition of a lease in

accordance with IFRS 16.

The Group as Lessee

When new contracts are concluded, the Group checks whether

they include leases. Upon commencement of the lease, the

Group accounts for right-of-use (RoU) assets and corresponding

lease liabilities for all leased objects.

The right-of-use asset is initially measured at the amount of the

lease liability plus any initial direct costs incurred by the Group.

Adjustments may also be required for lease incentives, payments

at or prior to commencement and restoration obligations or

similar. The RoU asset is depreciated over the lease term and

subsequently measured at cost less accumulated depreciation

and accumulated impairment.

The lease liability is initially recognized at the present value of

future lease payments payable over the lease term, discounted

at the rate implicit in the lease or the incremental borrowing

rate, whichever is readily determinable.

Lease liabilities are included as part of other financial liabilities

in the consolidated statement of financial position and are sub-

sequent measured using the effective interest method.

Annual and Sustainability

Report 2025

Verve Group SE

105

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The Group subsequently remeasures the lease liabilities to

reflect changes in

• the lease term (using a modified discount rate);

• the assessment of a call option (using a modified discount rate);

• the payments to be expected related to residual value

guarantees (using the original discount rate); and

• or future lease payments resulting from an index or exchange

rate change (using the original discount rate).

The remeasurements are treated as adjustments to the RoU asset.

If changes do not lead to the formation of a separate lease, a

remeasurement of the lease liabilities may also occur.

If, as a result of the subsequent remeasurement of the lease

liabilities, the RoU assets are reduced to zero or have already

been reduced to zero, and there is a further adjustment of the

lease liabilities, the amount is recognized in profit or loss.

The Group has elected not to recognize a right-of-use asset

and corresponding lease liability for leases of low-value assets

and for short term leases. Lease payments on these assets are

expensed to profit or loss as incurred.

2.9 Intangible Assets

a) Other intangible assets

Other intangible assets with a finite useful life are recognized

at acquisition cost less accumulated amortization and

impairment. Amortization is recognized in the profit or loss

statement on a straight-line basis over the expected useful

life. The expected useful life and the amortization method are

reviewed on every reporting date and all changes in estimates

are taken into account prospectively.

Separately acquired intangible assets with an indefinite use-

ful life are recognized at cost less accumulated impairment.

The useful life for industrial property rights and licenses is

usually between three and ten years.

b) Goodwill

The goodwill resulting from a business combination is

accounted for at cost less any necessary impairment and is

shown separately in the consolidated statement of financial

position.

Pursuant to IFRS 3 (Business Combinations), goodwill arising

from business combinations is not amortized. Instead, good-

will is tested for impairment according to IAS 36 (Im-pairment

of Assets) at least once a year in the fourth quarter after

completion of the current operational plan or upon the occ-

urrence of significant events or changes in circumstances

that indicate an impairment requirement. For the purpose of

impairment testing, the goodwill on acquisition is allocated to

those cash-generating units (or groups thereof) of the Group

that are expected to benefit from the synergies of the merger.

Cash-generating units to which part of the goodwill has been

allocated must be tested for impairment at least once a year.

If there are indications of a value reduction of a unit, it may be

necessary to carry out more frequent impairment tests. If the

recoverable amount of a cash-generating unit is less than the

book value of the unit, the impairment loss is first allocated to

the book value of any goodwill allocated to the unit and then

proportionally to the other assets based on the book values

of each asset in relation to the total book value of the assets

within the unit. The recoverable amount is the higher of the

value in use and the fair value less cost to sell.

The estimates for future cash flows, the associated discount

rates, and the growth assumptions rely heavily on manage-

ment’s judgments and projections. Accordingly, the cash flow

forecasts must be approved by the Executive Board and are

derived from the current planning covering the three to five

years following the date of the impairment test.

Any impairment loss on goodwill is recognized directly in the

profit or loss statement. Any impairment recorded for good-

will may not be reversed in future periods.

When a cash-generating unit is sold, the amount of goodwill

attributable to it is taken into account when determining the

profit on disposal.

More information under note 5. Segment Assets and 6.

Intangible Assets.

c) Internally generated intangible assets – research and

development costs

In accordance with IAS 38 (Intangible Assets), research costs

are recognized as an expense in the period in which they are

incurred.

Internally generated intangible assets that result from the

development activity or from the development phase of an

internal project are recognized if the following evidence has

been provided:

• The completion of the intangible asset is technically feasible,

so that it will be available for use or sale.

• The intent is to complete the intangible asset and to use or

sell it.

• The ability to use or sell the intangible asset exists.

• The intangible asset is expected to generate a future

economic benefit.

• Adequate technical, financial and other resources are

available to complete the development and to use or sell

the intangible assets.

• The ability to reliably determine the expenses attributable

to the development of the intangible.

The amount with which an internally generated intangible

asset is capitalized for the first time is the sum of the expenses

incurred from the day on which the intangible asset first

meets the above conditions. If an internally generated intan-

gible asset cannot be capitalized or if there is no intangible

asset, the development costs are recognized in the profit or

loss statement in the period in which they arise.

Annual and Sustainability

Report 2025

Verve Group SE

106

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

In subsequent periods, internally generated intangible assets,

as well as acquired intangible assets, are valued at acquisition

or production cost less accumulated amortization and

impairment.

Capitalized development costs are generally

amortized on a straight-line basis over a useful life between

three and ten years.

d) Intangible assets acquired as part of a business combination

Intangible assets acquired as part of a business combination

are recognized separately from goodwill and measured at

fair value at the time of acquisition.

The useful life is generally

between two and ten years.

In subsequent periods, intangible assets acquired as part

of a business combination, as well as individually acquired

intangible assets, are valued at cost less accumulated amorti-

zation and any accumulated impairment.

e) Derecognition of intangible assets

An intangible asset must be derecognized on disposal or

when no further economic benefit is expected from its use or

its disposal. The gain or loss from the derecognition of an in-

tangible asset, valued at the difference between the net sales

proceeds and the book value of the asset, is recognized in the

profit or loss at the time the asset is derecognized. It is shown

in other income or other expenses.

2.10 Property, Plant, and Equipment

Property, plant, and equipment are accounted for according to

IAS 16 (Property, Plant and Equipment) at cost less accumulated

depreciation and impairment. Technical equipment and machines

as well as office and business equipment are shown at acquisition

or production cost less accumulated depreciation and recog-

nized impairment.

Depreciation is carried out in such a way that the acquisition or

production costs of assets (with the exception of land or assets

under construction) minus their residual values are depreciated

on a straight-line basis over their useful life. The useful lives vary

between 3 and 8 years.

The expected useful lives, residual values and depreciation

methods are reviewed on every reporting date. All necessary

changes in estimates are taken into account prospectively.

Other systems, operating and business equipment are predom-

inantly written off over three to five years. Pursuant to the com-

mercial progression of usage, property, plant, and equipment

will be depreciated using the straight-line method.

Property, plant, and equipment is derecognized on disposal or

when no future economic benefit from the continued use of the

asset is expected. The gain or loss resulting from the sale or de-

commissioning of property, plant and equipment is determined

as the difference between the proceeds from the sale and the

book value of the asset and is recognized in other income or

other expenses.

2.11 Impairment of Property, Plant and Equipment and Intangible

Assets (Other Than Goodwill)

At the end of each reporting period, the Group reviews the carry-

ing amounts of property, plant and equipment and other intan-

gible assets to determine whether there are indications of an

impairment of these assets. If such indications are discernible,

the recoverable amount of the asset is estimated to determine

the extent of any impairment loss. If the recoverable amount

for the individual asset cannot be estimated, the recoverable

amount of the cash-generating unit to which the asset belongs

is estimated. If an appropriate and steady basis for distribution

can be determined, the collective assets are distributed among

the individual cash-generating units. Otherwise, there is a

distribution to the smallest group of cash-generating units for

which an appropriate and steady basis of the distribution can

be determined.

In the case of intangible assets with an indefinite useful life or

those that are not yet available for use, an impairment test is

carried out at least annually and always when there is an indication

of impairment.

The recoverable amount is the higher of the fair value less cost

to sell and the value in use. When determining the recoverable

amount, the estimated future cash flows are discounted using

the weighted average cost of capital. This pre-tax interest rate

takes into account, on the one hand, the current market ass-

essment of the time value of the money, and on the other hand

the risks inherent in the asset, unless these have already been

included in the estimate of the cash flows.

If the estimated recoverable amount of an asset or a cash-

generating unit falls below the book value, the book value of the

asset or the cash-generating unit is reduced to the recoverable

amount. The impairment loss is immediately recognized in

profit or loss.

If the impairment loss is subsequently reversed, the book value

of the asset or cash-generating unit is increased to the most

recent estimate of the recoverable amount. The increase in

the book value is limited to the value that would have resulted

if no impairment loss had been recognized for the asset or the

cash-generating unit in previous years. A reversal of an impair-

ment loss is recognized immediately in profit or loss.

Annual and Sustainability

Report 2025

Verve Group SE

107

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

2.12 Financial Assets

Financial assets are recognized when a group company

becomes a contracting party to the financial instrument.

Financial assets are measured at fair value on recognition.

Transaction costs that are directly attributable to the acquisition

of financial assets that are not measured at fair value through

profit or loss increase or decrease the fair value of the financial

assets on receipt. Transaction costs that are directly attributable

to the acquisition of financial assets and that are measured at

fair value through profit or loss are recognized directly in the

consolidated statement of comprehensive income.

Financial assets are recognized and derecognized on the

trading day if they are financial assets that are delivered within

the time frame customary for the market concerned.

All of the financial assets are subsequently valued either at

amortized cost or at fair value, depending on the classification

of the financial assets. For further information on the application

of the effective interest method for financial asset measured at

amortized cost, refer to Note 2.18 b).

a) Classification of financial assets

Debt instruments that meet both of the following conditions

are measured at amortized cost:

• The financial asset is held within the framework of a

business model, the objective of which is to collect the

contractual cash flows;

• The contractual terms of the financial asset only represent

interest and principal payments on the outstanding nominal

amount.

Debt instruments that meet both of the following conditions

are measured at fair value through other comprehensive

income:

• The financial asset is held within the framework of a

business model, the objective of which is both to collect

the contractual cash flows and to sell financial assets;

• The contractual terms of the financial asset only represent

interest and principal payments on the outstanding nominal

amount.

All other financial assets that do not meet the above conditions

are generally valued at fair value through profit or loss. Verve

did not classify any equity instruments in this category in

the financial year. Verve did not use the election to classify

equity instruments at fair value through other comprehensive

income.

b) Currency translation gains and losses

• The fair value of financial assets measured at fair value

through profit or loss which are denominated in a foreign

currency is determined in the foreign currency and then

revalued using the spot rate at reporting date;

• Financial assets that are measured at amortized cost and

are not part of a designated hedging relationship, revalu-

ation differences are recorded in the profit or loss under

“Other income” and “Other operating expenses”;

• The fair value of equity instruments measured at fair value

through other comprehensive income which are denom-

inated in a foreign currency is determined in the foreign

currency and then revalued using the spot rate at report-

ing date.

c) Impairment of financial assets

For financial assets measured at amortized cost, the Group

always records the losses expected over the lifetime expected

credit losses (ECL).

For trade receivables these are calculated on the basis of

a provision matrix, with reference to the loss rate approach

based on historical credit losses, an analysis of the current

financial situation of the debtors, taking into account debt-

or-specific factors, the general economic conditions of the

industry in which the debtors operate, and an assessment of

both the current and the forecast development of the circum-

stances on the financial reporting date, and while taking into

account, if necessary, the time value of money.

The Group applies the general approach for cash and cash

equivalents as well as IC receivables to measure impair-

ments, which is based on the Expected Credit Loss (ECL)

model. Under this approach, the Group recognizes credit

losses based on expected future defaults rather than only

when a loss event has occurred.

The model uses a three-stage approach that reflects changes

in the credit risk of a financial asset since its initial recognition:

• Stage 1: If there has been no significant increase in credit

risk, the Group recognizes 12-month expected credit losses.

Interest revenue is calculated based on the gross carrying

amount of the financial asset.

• Stage 2: If there has been a significant increase in credit

risk since initial recognition, the Group recognizes lifetime

expected credit losses, representing expected losses over

the remaining life of the financial asset. Interest continues to

be calculated on the gross carrying amount.

• Stage 3: If a financial asset becomes credit-impaired, the

Group continues to recognize lifetime expected credit losses,

but interest revenue is calculated on the net carrying amount

(i.e., the gross carrying amount less the loss allowance).

The group directly writes down a financial asset, thereby

reducing the gross book value if there is information that

indicates that the debtor is in considerable financial difficulty

and there is no realistic prospect of payment. This is the case,

for example, if the debtor is in liquidation or bankruptcy pro-

ceedings or, in the case of trade receivables, the receivables

are overdue by more than two years, depending on which

event occurs earlier. Financial assets that have already been

written off may still be subject to enforcement measures by

the group. Any returns received from this are recognized in

the consolidated statement of profit or loss on receipt.

The Group considers a financial asset to be in default when the

borrower is unlikely to pay its credit obligations in full or when

contractual payments are more than 180 days past due, unless

there is reasonable and supportable information demonstrat-

ing that a different default criterion is more appropriate.

Annual and Sustainability

Report 2025

Verve Group SE

108

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

d) Derecognition of financial assets

The group only derecognizes a financial asset if the con-

tractual rights to the cash flows from the asset expire or if

it transfers the financial asset and essentially all risks and

opportunities associated with the ownership of the asset to

another company. If the group does not transfer or retain all

of the material risks and rewards associated with ownership

and remains in control of the transferred asset, the group

recognizes its continued exposure to the asset and an associ-

ated liability for amounts that it may have to pay. If the group

retains essentially all of the risks and rewards associated with

ownership of a transferred financial asset, the group con-

tinues to recognize the financial asset and accounts for the

proceeds received as a liability.

As a result of the derecognition of a financial asset measured

at amortized cost, the difference between the book value

of the asset and the sum of the consideration received and

outstanding receivables is recognized in profit or loss.

addition, when a financial investment is derecognized in a

debt instrument that is classified at fair value through other

comprehensive income, the gain or loss previously accumu-

lated in the revaluation reserve for financial investments is

reclassified to the profit or loss statement. In contrast, when

a financial investment is derecognized in an equity instru-

ment that the group designated to be measured at fair value

through other comprehensive income when it was initially

recognized, the cumulative gain or loss previously accumulat-

ed in the revaluation reserve for financial investments is not

reclassified to the income statement and can be transferred

to retained earnings (refer also to Note 2.22, 9 and 10).

2.13 Cash and Cash Equivalents

Cash and bank balances are measured at amortized cost and

investments at fair-value, comprising cash and cash equiva-

lents with a maturity term of a maximum of three months.

2.14 Shareholders’ Equity

An equity instrument is any contract that evidences a residual

interest in the assets of an entity after deducting all of its liabilities.

Equity instruments issued by the Group are recognized at the

proceeds received, net of direct issue costs. Issue costs refer to

costs that would not have been incurred had the equity instru-

ments not been issued.

Repurchase of the Company’s own equity instruments is

deducted directly in equity. No gain or loss is recognized in

profit or loss on the purchase, sale, issue, or cancellation of the

Company’s own equity instruments.

Debt and equity instruments issued by a group entity are

classified as financial liabilities or equity in accordance with the

substance of the contractual agreement and the definitions.

2.15 Current and Other Non-Current Employee Benefits

For current employee benefits (wages, sick pay, bonuses, etc.),

the undiscounted amount of the benefits expected to be paid

in exchange for that service provided shall be recognized in the

period in which the employee provides the service.

The expected cost of current employee benefits in the form

of compensated absences shall be recognized in the case of

accumulating benefits when the service that increases employees’

entitlement to future compensated absences is rendered.

Non-accumulating compensated absences, however, are

recognized at the time when the absences occur.

Liabilities from other non-current employee benefits are measured

at the present value of the estimated future cash outflows the

Group expects for the service rendered by the employee as at

the financial reporting date.

The company operates share-based payment arrangements

under which eligible employees receive renumeration in the

form of either equity-settled or cash-settled share-based

payment awards. Equity-settled share based payment arrange-

ments granted to employees are measured at fair value at the

grant date. The grant-date fair value is recognized as expense

over the vesting period, with a corresponding increase in equity.

As the compensation is settled through equity instruments,

these awards are not subject to subsequent remeasurement.

Cash-settled share-based payment arrangements are recog-

nized as a liability measured at fair value. The liability is initially

recognized at the grant date and is remeasured at each reporting

date until settlement, with changes in fair value recognized in

profit or loss over the vesting period, reflecting the services

received.

2.16 Other Provisions

Other provisions are recognized in accordance with IAS 37

(Provisions, Contingent Liabilities and Contingent Assets).

Provisions are recognized when the Group has a present

obligation (legal or constructive) as a result of a past event, and

it is probable that the settlement of the obligation involves an

outflow of resources, and a reliable estimate can be made of

the amount of the obligation.

The amount recognized as a provision is the best estimate of

the consideration required to settle the present obligation at

the reporting date, taking into account the risks and uncertainties

surrounding the obligation. Where a provision is measured on

the basis of the estimated cash flows required to settle the obli-

gation, these cash flows shall be discounted (when the interest

effect is material).

When some or all of the economic benefits required to settle

a provision are expected to be recovered from a third party, a

receivable is recognized as an asset if it is virtually certain that

reimbursement will be received, and the amount of the receivable

can be measured reliably.

2.17 Severance Payments

Severance payments recognized during the period relate to

workforce restructuring and termination agreements.

Annual and Sustainability

Report 2025

Verve Group SE

109

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

2.18 Financial Liabilities

Financial liabilities are recognized when a group entity be-

comes a party to the contractual provisions of the instrument.

These are measured at amortized cost using the effective

interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a

financial asset does not qualify for derecognition or when the

continuing involvement approach applies, and financial guarantee

contracts issued by the Group, are measured in accordance

with the specific accounting policies set out below.

Financial liabilities are measured at fair value on initial recog-

nition. Transaction cost directly attributable to the issue of

financial liabilities that are not measured at FVTPL, reduce the

fair value of the financial liabilities on initial recognition. Trans-

action costs directly attributable to financial liabilities that are

measured at FVTPL, are directly recognized in the consolidated

statement of profit or loss.

a) Financial Liabilities Measured at FVTPL

Financial liabilities are classified as at FVTPL when the financial

liability is a contingent consideration of an acquirer in a

business combination, held for trading or it is designated as

at FVTPL.

b) Financial Liabilities Measured Subsequently at Amortized Cost

Financial liabilities that are not a contingent consideration

of an acquirer in a business combination, held-for-trading, or

designated as at FVTPL, are measured subsequently at amor-

tized cost using the effective interest method.

The effective interest method is a method of calculating the

amortized cost of a financial liability and of allocating interest

expense over the relevant period. The effective interest rate is

the rate that exactly discounts estimated future cash pay-

ments (including all fees and charges paid or received that

form an integral part of the effective interest rate, transaction

costs and other premiums or discounts) through the ex-

pect-ed life of the financial liability, or (where appropriate) a

shorter period, to the net carrying amount derived from its

initial recognition.

c) Derecognition of Financial Liabilities

The Group derecognizes financial liabilities when, and only

when, the Group’s obligations are discharged, cancelled, or

have expired. The difference between the carrying amount of

the financial liability derecognized and the consideration paid

and payable is recognized in the consolidated statement of

profit or loss.

When the Group exchanges with the existing lender one

debt instrument into another one with substantially different

terms, such exchange is accounted for as an extinguishment

of the original financial liability and the recognition of a new

financial liability. Similarly, the Group accounts for substantial

modification of terms of an existing liability or part of it as

an extinguishment of the original financial liability and the

recog-nition of a new liability. It is assumed that the terms

are sub-stantially different if the discounted present value of

the cash flows under the new terms, including any fees paid

net of any fees received and discounted using the original

effective rate is at least 10% different from the discounted

present value of the remaining cash flows of the original

financial liability. If the modification is not substantial, the

difference between the carrying amount of the liability before

the modification and the present value of the cash flows after

modification should be recognized in profit or loss as the

modification gain or loss within other income.

2.19 Contingent Liabilities

Contingent liabilities acquired in a business combination are

initially measured at fair value at the acquisition date. The

contingent consideration is remeasured at fair value at each

reporting date and subsequent changes in the fair value of the

contingent consideration are recognized in profit or loss.

2.20 Statement of Cash Flows

Cash flows from operating activities are calculated by using

the indirect method. In the case of compound transactions, the

underlying amounts are allocated to several cash flow sections

if necessary. In the Statement of financial position and State-

ment of cash flows, cash and cash equivalents include cash,

bank balances and other investments in securities, etc. In the

Statement of financial position, utilized overdraft facilities are

recognized as loan liabilities among current liabilities due to

banks..

Interest income and expenses and dividend income are

neutralized in the cash flows from operating activities, whereas

interest paid are disclosed in the cashflows from financing

activities while interest received are disclosed in cash flow from

operating activities. Tax payments are shown in the cash flows

from operating activities because an allocation to individual

activities is not practicable.

The accounting policy related to the presentation of payments

related to deferred consideration in connection with business

combinations has been voluntarily changed and the prior period

cash flow statement was restated accordingly. In the past,

payments related to deferred consideration in connection with

business combinations have been presented as investing cash

flows. However, starting in 2025, only payments related to de-

ferred consideration in connection with business combinations

which have been paid within 3 months after acquisition date

are presented as cash flows from investing activities. In case

the payment occurs more than 3 months after acquisition date,

these payments are presented as cash flows from financing

activities. The change in presentation results in the financial

statements providing reliable and more relevant information

about the effects of transactions, other events or conditions on

the entity’s cash flows.

Annual and Sustainability

Report 2025

Verve Group SE

110

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The adjustments had the following impact on the Consolidated

Statement of Cash Flows:

• the payments made for the acquisition of business units

decreased from -119,531 €k to -119,031 €k and the cash flow

from investing activities decreased from -162,048 €k to

-161,548 €k.

• the repayment of financial loans increased from -7,447 €k to

-7,947 €k and the cash flow from financing activities de-

creased from 48,311 €k to 47,811 €k.

All other cash flow items remain unchanged. The Consolidated

Statement of Financial Position and the Consolidated Income

Statement were not affected by the change in accounting policy.

2.21 Earnings Per Share

IAS 33 deals with principles for the determination and presentation

of earnings per share before and after dilution. Basic earnings

per share are computed by dividing earnings attributable to

equity holders of the parent by a weighted average number of

outstanding ordinary shares.

For computing diluted earnings per share, the weighted

average number of outstanding ordinary shares is restated for

the dilution effect of all potential ordinary shares. The parent

company has issued share options that have a potential dilution

effect. For share options, the number of shares that could have

been purchased at fair value for an amount corresponding to

the monetary value of the subscription rights associated with

outstanding share options is computed. The number of shares

computed as above is compared to the number of shares that

would have been issued assuming that the share options had

been exercised. Options and warrants have a dilutive effect only

when the average market price of ordinary shares during the

period exceeds the exercise price. In financial years 2025 and

2024 Verve has share-based payments that may cause dilution.

Additionally, potential ordinary shares only give rise to a dilution

effect in cases where the conversion of them results in lower

earnings per share or a higher loss per share.

2.22 Estimation Uncertainties

In preparing the consolidated financial statements, assump-

tions and estimates are to be made that have a significant

impact on the amount and the reporting of the assets and

liabilities, income and expense items and contingent liabilities

recognized.

The assumptions mainly relate to the determination of the use-

ful lives of intangible assets and property, plant, and equipment

in compliance with the unified policies across the Group.

The estimates used have a significant influence on the determi-

nation of discounted cash flows in the purchase price allocation

process and of impairment tests, on the valuation of internally

generated intangible assets, allowances on receivables, other

provisions and realizability of deferred tax assets.

Estimates are based on experience and premises valid at

reporting date and that are considered appropriate under the given

circumstances. The future development that is considered

most probable is assumed for this purpose The estimates and

the underlying assumptions are continually reviewed. However,

in individual cases, the actual values might deviate from the

assumptions and estimates made if the mentioned framework

conditions develop differently than expected at reporting date.

Changes are recognized through profit and loss at the time they

become known, and the premises adjusted accordingly.

Key Sources of Estimation Uncertainty

The key assumptions concerning the future, and other key

sources of estimation uncertainty at the end of the reporting

period that may have a significant risk of causing a material

adjustment to the amounts reported of assets and liabilities

within the next financial year, are discussed below.

a) Accounting for and impairment of internally generated intan-

gible assets

The Group renders in-house development services. Manage-

ment is required to exercise judgement in determining which

development expenditures meet the criteria for capitalization

under IAS 38. This includes assessing whether individual

projects have progressed beyond the research phase,

whether the technical feasibility of completing the asset is

demonstrated, and whether the asset is expected to generate

probable future economic benefits. In addition, management

applies judgement in determining the appropriate useful life

of internally generated intangible assets, considering the ex-

pected period of technological relevance, obsolescence risks,

and historical life cycles of comparable assets.

The progress of the individual projects has been satisfactory,

and customer response to the executive board’s previous

estimates of expected revenue from the respective projects

has also been confirmed.

b) Impairment of goodwill and intangible assets

In order to determine goodwill impairment, it is required to

determine the recoverable amount of the cash-generating

unit to which the goodwill has been allocated. The calculation

of the recoverable amount requires an estimate of future cash

flows from the cash-generating unit as well as an appropriate

discount rate for the calculation of the present value. If the

actual expected future cash flows are lower than the previous

estimate, this might result in material impairment.

In 2024 one item in the internally-generated assets, an

unsuccessful launched mobile game, has been impaired with

an amount of 2.3 €m. No such impairment was at hand in

fiscal year 2025.

Annual and Sustainability

Report 2025

Verve Group SE

111

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

c) Deferred tax assets on tax loss carry forwards

Income tax is to be estimated for each individual tax jurisdiction

in which the Group operates. To the extent that temporary

differences arise, these differences principally result in

the recognition of deferred tax assets and liabilities in the

consolidated statement of financial position. The executive

board is required to make assessments in calculating actual

and deferred taxes. Deferred tax assets are recognized to

the extent that it is probable that these can be utilized. The

utilization of deferred tax assets depends on the ability to

generate sufficient taxable profits according to the respective

tax type and jurisdiction, taking into account, where relevant,

legal restrictions concerning the maximum period allowed for

tax loss carry forwards.

In assessing the probability of the future usability of deferred

tax assets, several factors are to be taken into account such

as the financial performance of the past, operational planning,

loss carry-forward period and tax planning strategies. Where

the actual results deviate from these estimates or where

these estimates are to be adjusted in future period, this might

negatively affect the assets, liabilities, financial position, and

financial performance.

If the impairment assessment for deferred tax assets is

changed, the deferred tax assets are to be reduced through

profit or loss.

d) Fair Value Measurement

Some assets and liabilities of the Group are measured at fair

value for financial reporting purposes. To the extent possible,

the Group uses observable market data to determine the fair

value of assets and liabilities. Where Level 1 inputs are not

available, the Group engages qualified external experts to

perform the measurements. The Group works closely with

external experts in order to determine appropriate meas-

urement procedures and inputs. The Chief Financial Officer

reports regularly to the Board to lay down the reasons for

fluctuations in the fair values of assets and liabilities.

Various measurement methods are used to estimate the fair

value of assets and liabilities not traded on an active market.

When determining the fair value of interest swaps and currency

derivatives, official market listings are used as input in

calculations of discounted cash flows. The fair value of loan

liabilities is measured using generally accepted methods,

such as discounting expected future cash flows at prevailing

interest rates.

e) Equity-settled share-based payment transactions

Verve has entered into various share-based payment

arrangements. The measurement of share-based payment

arrangements involves significant judgment and estimation.

The fair value of these awards is determined using valuation

models that require assumptions regarding, among other

factors, expected volatility, the expected life of the instru-

ments, and risk-free interest rates. For cash-settled share-

based payment arrangements, Verve is required to remeasure

the related liability at each reporting date until settlement.

Changes in these assumptions may result in a material impact

on profit or loss and on the carrying amount of liabilities in

future periods.

2.23 Critical Accounting Judgements

Non-recourse sale of receivables to a non-controlled struc-tured

entity

The Group sells trade receivables on a non-recourse revolving

basis to a non-controlled structured entity. This structured

entity holds the receivables and allocates the risks and rewards

resulting from these by issuing asset-backed securities to third

parties outside the Group (through a senior loan and an inter-

mediate subordinated loan) and to the Group (through a senior

subordinated loan and a remaining equity portion).

The Group does not own voting rights in the structured entity or

has the ability to appoint its directors. In determining whether to

consolidate the structured entity, the Group has applied IFRS 10

by evaluating whether it has control over the structured entity

whether it is exposed, or has rights, to variable returns from its

involvement with the investee (i.e. the structured entity) and has

the ability to affect those re-turns through its power over the

investee.

Receivables are sold on a non-recourse basis to the structured

entity under a true sale opinion with legal interest transferred

from the Group to the structured entity. While the sale of receiv-

ables is without recourse, the Group continues to be exposed to

some variability of risks and rewards and has rights to variable

returns in respect of its remuneration as master servicer.

The Group considers that the returns of the investees in the

structured entity are affected by the management of the

receivable’s portfolio. In particular, it is the management of any

impaired receivables that significantly impacts the variability

of the returns of the structured entity. The intermediate subor-

dinated lender (who is also the control party) can unilaterally

remove the Group as servicer of impaired receivables, giving

it the unilateral power to affect the relevant activities of these

receivables and thereby influence the variable returns.

Accordingly, the Group has concluded that it does not control the

structured entity and therefore does not include the structured

entity in the Group’s consolidation.

Annual and Sustainability

Report 2025

Verve Group SE

112

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

While the true sale of receivables occurs on a non-recourse

basis, the Group retains certain control over the transferred

receivables as the structured entity has no unconditional right

to sell them. Therefore, the Group shall continue to recognize

the transferred receivables to the extent of its con-tinuing in-

volvement. Given the minimal variability, it has been concluded

to consider only the retained equity as continued involvement.

The continuing involvement does not affect the true sale on a

non-recourse basis.

Refer to Note 9 for additional information on the transaction.

2.24 Derivative financial instruments and hedge accounting

The Group utilizes interest rate swaps to hedge its exposure to

interest rate risks. Derivatives are recognized at fair-value on

initial recognition and subsequently remeasured at fair-value. If

the derivative has a positive market value it is recognized as a

financial asset, if it has a negative market value it is recognized as

a financial liability. Derivatives are carried at fair-value through

profit or loss unless a hedging relationship has been designat-

ed.

The hedging relationship between the hedging instrument and

hedged item are formally designated. The Group documents

the hedged item, the hedging instrument, its risk management

objective and strategy, that the qualifying criteria are met

and what method of determining the hedge’s effectiveness is

applied.

Cash-flow hedges:

When a derivative is designated as a cash flow hedging

instrument, the effective portion of changes in the fair value

of the derivative is recognized via OCI in the cash-flow hedge

reserve, any ineffective portion is immediately recognized in the

income statement.

If hedge accounting is discontinued and there is a likelihood

that the remaining cash-flows accounted for in the OCI are still

expected to occur, the Group continues to recognize those

amounts in OCI. If there is no likelihood for expected cash-flows

to occur after hedge accounting has been discontinued, the

accumulated amount in OCI is immediately recorded in the

income statement.

Annual and Sustainability

Report 2025

Verve Group SE

113

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

3 Acquisitions of subsidiaries

The initial accounting for the business combinations in 2025 is provisional. In accordance with

IFRS 3.45, the Group may adjust the provisional amounts recognized for identified assets acquired,

liabilities assumed and contingent consideration for a period of up to 12 months after the acquisition

date. These provisional amounts may change as the Group obtains additional information about

facts and circumstances that existed as of the acquisition date. At the reporting date, certain

valuations – primarily relating to the fair value of identifiable intangible assets and contingent

consideration – are still being finalized.

Acquisition of Viewento GmbH

On July 1, 2025, Verve Retail Media Holding GmbH, a wholly owned subsidiary of Verve Group SE,

acquired 100 percent of the shares and voting rights in Viewento GmbH through a share deal.

Viewento GmbH provides in-store ad spaces in supermarkets. The acquisition provides the Group

with additional growth potential in the Digital Out-of-Home advertising.

Acquisition-related costs amounted to 290 €k and were expensed in Other operating expenses.

The total undiscounted consideration transferred for Viewento GmbH amounted to 16,3 €m,

including 4.9 €m paid in cash at closing, a milestone payment of 0.9 €m due six weeks after closing

and several contingent considerations. The contingent considerations are calculated based on

EBITDA of Viewento GmbH and scalability of the business. The consideration may be settled in

cash or shares, depending on future performance milestones.

The fair values of the assets acquired and liabilities assumed are shown in the following table.

in €k
Identifiable intangible assets	7,414
Current assets	98
Thereof Cash acquired with the subsidiary	-204
Deferred tax asset due to PPA	1,038
Other non-current assets	1,288
Liabilities	-3,736
Goodwill	8,626
Total net assets at fair value	14,728
Undiscounted equity consideration	16,284
Thereof present value of contingent consideration payable 6 weeks after closing	860
Thereof present value of contingent consideration payable 15 months after closing	2,612
Thereof present value of contingent consideration payable 27 months after closing	3,387
Thereof present value of contingent consideration payable 39 months after closing	4,536
Discount impact on deferred purchase price	-1,556
Equity consideration for IFRS purposes	14,728

Annual and Sustainability

Report 2025

Verve Group SE

114

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

At the acquisition date, trade receivables were recognized at a fair value of 248 €k. The gross

amount totals 248 €k, with full collection of the contractual amounts expected.

Goodwill recognized from the acquisition of Viewento GmbH amounts to 8.6 €m while other

identified intangible assets totaled 7.4 €m. The goodwill primarily reflects the expanded scale and

reach achieved by combining Viewento’s demand-side business with Verve’s supply-side plat-

form. The goodwill is fully allocated to the demand segment (DSP). The goodwill recognized is not

expected to be deductible for tax purposes.

The contingent consideration is carried at fair-value through profit or loss and is classified as a

Level 3 liability (see Note 14). As of the reporting date, 860 €k of the contingent consideration due

6 weeks after closing have already been paid out. Based on the key performance indicators as of

December 31, 2025, it is highly probable that the remaining performance targets will be achieved,

reflecting the continued performance of the acquired business. These developments, together

with other relevant factors, are reflected in the fair value measurement of the contingent con-

sideration at that date, with the resulting remeasurement recognized through profit or loss. The

fair value has been determined using a probability-weighted discounted cash flow method. As at

the reporting date, the contingent consideration was reassessed and determined to be 9,279 €k,

based on the expected probable outcome. The charge has been recognized in profit or loss.

The table below breaks down the identified intangible assets recognized.

in €k
Trademark	147
Technology	625
Customer Relationship	998
Supplier Contracts	5,645
Identified Intangible Assets	7,414

The table below shows the contribution of Viewento GmbH to the consolidated financial state-

ments since its acquisition.

in €k
Revenue	1,511
Consolidated net profit/(loss)	-987

The table below shows the combined revenues and profit or loss as if Viewento GmbH would

have been part of the Group since the beginning of the financial year 2025.

in €k
Revenue	552,896
Consolidated net profit/(loss)	-12

Acquisition of Captify Target Company LLC and its Subsidiaries

On September 15, 2025, Verve US Holdco Inc., a wholly owned subsidiary of Verve Group SE

acquired 100 percent of the shares and voting rights in Captify Target Company LLC and its sub-

sidiaries (together named below Captify or Captify Group) through a share deal. Captify operates

a search intelligence platform for online advertising services which provides brands with a deep

understanding of consumer interests and campaign measurements without using third-party

cookies. Verve’s audience intelligence platforms can be enhanced with Captify’s technology

offering. Additionally, onboarding of Captify’s team can result in revenue and cost synergies.

The initial measurement provided in Q3 2025 of identified intangible assets and liabilities assumed

according to IFRS 3 was updated in Q4 2025, impacting the recognized opening balance of Captify.

Changes were made to the identified intangibles assets, deferred tax assets and liabilities, and the

consideration transferred. The information below only reflects the updated measurement at the

reporting date, certain valuations concerning current assets are still subject to being finalized.

Acquisition-related costs amounted to 539 €k and were expensed in Other operating expenses.

The total undiscounted consideration transferred amounted to 23,136 €k, consisting of 12,160 €k

closing cash consideration, 756 €k of deferred consideration due 6 weeks after closing, 9,369 €k

of deferred consideration due 18 months after closing and a vendor settlement obligation of 852

€k. No contingent consideration was recognized.

Annual and Sustainability

Report 2025

Verve Group SE

115

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The assets acquired and liabilities assumed were recognized at their acquisition date fair values.

The following tables summarize the recognized amounts.

in €k
Identifiable intangible assets	8,448
Current assets	11,912
Thereof Cash acquired with the subsidiary	1,297
Deferred tax asset due to PPA	2,081
Other non-current assets	1,993
Liabilities	-17,487
Goodwill	15,322
Total net assets at fair value	22,269
Undiscounted equity consideration	23,136
Thereof, undiscounted deferred purchase price, payable 6 weeks after closing	756
Thereof, undiscounted deferred purchase price, payable 18 months after closing	9,369
Thereof, undiscounted vendor settlement obligation	852
Discount impact on deferred purchase price	-868
Equity consideration for IFRS purposes	22,269

Goodwill recognized from the acquisition of Captify amounts to 15.3 €m while other identified

intangible assets recognized total 8,4 €m. The goodwill primarily reflects the valuation of the

workforce and growth opportunities combining Captify’s search intelligence with Verve’s adver-

tising products. The goodwill is fully allocated to the demand segment (DSP). The goodwill recog-

nized is not expected to be deductible for tax purposes.

At the acquisition date, trade receivables were recognized at a fair value of 8,563 €k. The gross

amount totals 8,563 €k, with full collection of the contractual amounts expected.

The table below breaks down the identified intangible assets recognized.

in €k
Technology	4,294
Customer Relationship	4,155
Identified Intangible Assets	8,448

The table below shows the contribution of Captify to the consolidated financial statements since

its acquisition.

in €k
Revenue	12,258
Consolidated net profit/(loss)	1,058

The table below shows the combined revenues and profit or loss as if Captify would have been

part of the Group since the beginning of the financial year 2025.

in €k

Revenue	581,778
Consolidated net profit/(loss)	6,445

Acquisition of acardo Group AG

On October 6, 2025, Verve Retail Media Holding GmbH, a wholly-owned subsidiary of Verve Group

SE, acquired 100 percent of the shares and voting rights in acardo Group AG through a share deal.

acardo provides digital advertising and couponing solutions for FMCG brands and retailers. The

acquisition enables Verve to expand into retail media and strengthens the Group’s demand-side

capabilities.

Acquisition-related costs amounted to 282 €k and were expensed in Other operating expenses.

The total undiscounted consideration transferred amounted to 32,311 €k, consisting of 24,667 €k

cash paid at closing, including 2,519 €k used to settle a liability between acardo and its previous

shareholder. As this amount remained within the Group, it is treated as cash acquired, and an

additional, 7,644 €k as deferred cash consideration payable 12 months after closing. No contingent

consideration was recognized.

Annual and Sustainability

Report 2025

Verve Group SE

116

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

The assets acquired and liabilities assumed were recognized at their acquisition date fair values.

The following tables summarize the recognized amounts.

in €k
Identifiable intangible assets	7,345
Current assets	10,595
thereof Cash acquired with the subsidiary	5,367
Other non-current assets	350
Liabilities	-5,206
Goodwill	18,968
Total net assets at fair value	32,052
Undiscounted equity consideration	32,311
Thereof, undiscounted deferred purchase price, payable 12 months after closing	7,644
Discount impact on deferred purchase price	-258
Equity consideration for IFRS purposes	32,052

Goodwill recognized from the acquisition of acardo Group AG amounts to 19 €m while other

identified intangible assets recognized total 7.3 €m. The goodwill primarily reflects the valuation

of the workforce and growth opportunities. The goodwill is fully allocated to the demand segment

(DSP). The goodwill recognized is not expected to be deductible for tax purposes.

At the acquisition date, trade receivables were recognized at a fair value of 2,914 €k. The gross

amount totals 2,914 €k, with full collection of the contractual amounts expected.

The table below breaks down the identified intangible assets recognized.

in €k
Technology	1,849
Customer Relationship	5,456
Order Backlog	41
Identified intangible assets	7,345

The table below shows the contribution of acardo Group AG to the consolidated financial state-

ments since its acquisition.

in €k
Revenue	4,843
Consolidated net profit/(loss)	974

The table below shows the combined revenues and profit or loss as if acardo Group AG would

have been part of the Group since the beginning of the financial year 2025.

in €k
Revenue	561,221
Consolidated net profit/(loss)	2,254

Annual and Sustainability

Report 2025

Verve Group SE

117

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

4 Interests in subsidiaries (NCI)

The consolidated financial statements incorporate the assets, liabilities, and results of the following

subsidiaries with non-controlling interest in accordance with the accounting policy described in

Note 2:

			Parent		Direct non-controlling interest
	Country of	Principal	Ownership	Ownership	Ownership	Ownership
Name	incorporation	activities	interest 2025 %	interest 2024 %	interest 2025 %	interest 2024 %
gamigo AG	Germany	Online	99.98	99.98	0.02	0.02
		Games
Smaato India	India	Media	80.00	80.00	20.00	20.00
Private Limited
Gamigo	Philippines	Online	98.00	98.00	2.00	2.00
Philippines Inc		Games

5 Segment information

Products and services from which reportable segments derive their revenues

Under IFRS 8, on the basis of the internal reporting, operating segments are to be defined

across group divisions that are subject to a regular review by the Chief Operating Decision Maker

of the Company with respect to decisions on the allocation of resources to these segments and

the assessment of segment performance. Information reported to the Chief Operating Decision

Maker for the purposes of resource allocation and assessment of segment performance is focused on

the two segments of Demand Side Platform (DSP) and Supply Side Platform (SSP). The Demand

Side Platforms are recognized within the DSP Segment. The Supply Side Platforms as well as the

own games content which is integrated into the Supply Side Platforms are recognized in the SSP

Segment.

Description of the advertising value chain and segment reporting

In the digital advertising market, with its rapid pace of innovation, there exist many players and

roles. Within the programmatic advertising industry there are currently two key categories:

Demand Side Platforms (DSP): Which bundle the demand from advertisers and agencies for new

users within the Demand Side Platform.

Supply Side Platforms (SSP): Which bundle integrations with first- and third-party publishers that

are integrated within Supply Side Platforms (SSP) to monetize the advertising space in their content.

Starting from the advertiser’s point of view, the first station in the online advertising services

industry is, depending on the degree of outsourcing needs, an agency or trade desk. The services

of an agency comprise creating, planning and execution of advertising campaigns. Large adver-

tising agencies such as WPP offer a full-service package, allowing an advertiser to completely

outsource advertising-related activities.

The next step in the value chain and a necessary function in programmatic advertising is a Demand

Side Platform (DSP). A DSP bundles the demand of advertising buyers and enriches it with specific

data to be able to match the advertising content most efficiently with advertising inventory. An

example of a DSP is the company The Trade Desk, or within Verve Group, Verve DSP.

The counterpart of a DSP is a Supply Side Platform (SSP). An SSP bundles the supply of advertising

space from publishers including specific information about the characteristics of the available

advertising inventory. Large networks such as Google have their own SSPs, but there are also

several independent players such as Fyber or PubMatic and also Verve, who are trying to maxi-

mize ad space monetization. An advertising exchange sits between DSPs and SSPs and acts as

a marketplace for both the supply and demand of advertising space. Often, this is an automated

process in the form of real time bidding (RTB). However, the focus of DSPs, SSPs and ad-exchanges

are somewhat blurred (as is the case of Verve where advertising is sometimes conducted through

the Verve DSP, which might connect directly with an SSP), while certain publishers negotiate a

campaign and its pricing directly with advertisers.

At the other end of the value chain is the publisher, the owner of a medium or media platform

wishing to sell its advertising inventory. At this point, the advertisement reaches its audience.

Prominent examples include Zynga, King or Embracer, or in the case of Verve, gamigo, WildTangent,

and AxesInMotion, which are in charge of Verve’s games inventory (i.e. games IP`s, audiences,

customer purchase data and platforms).

DSP Segment

Verve’s Demand Side Platform enables advertisers to drive user acquisition campaigns across the

open internet. Through our self-service, cloud-based platform, advertisers can create, manage,

and optimize data-driven digital advertising campaigns across all relevant ad formats and channels

(including e.g. display, native and video) and devices (mobile, desktop, digital out-of-home and

connected TV). Based on our vertical infrastructure approach, our Demand Side Platform is inte-

grated with our Supply Side Platform (SSP) which provides access to major first- and third-party

inventory from publishers. Our first-party inventory mainly relates to advertising space in casual

games from various acquisitions carried out since 2012. The combination of owned content and

third-party content in combination with strong AI capabilities provides advertisers with global

reach and a broad set of audience data which results in very strong targeting capabilities for their

user acquisition campaigns.

Annual and Sustainability

Report 2025

Verve Group SE

118

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Our clients on the demand side are primarily large brands from Fortune 500 Companies as well

as agencies such as WPP or Mediacom, which manage the budgets of large advertisers. Our

Demand Side Platform generates revenue through advertising services where Verve manages

campaigns for advertisers or charges a usage-based fee for the use of the self-serve DSP plat-

form. With products like ATOM or Moments.AI, Verve’s platform offers value-added services which

provide targeting solutions for advertisers for a world without identifiers and cookies.

SSP Segment

Verve’s Supply Side Platform helps third party publishers (games and non-games) and its own

games studios to monetize their ad inventory / ad spaces while keeping full control over it.

Publishers connect to the SSP by, for example, integrating our SDKs into their content. Connected

to our own Demand Side Platform, as well as to third-party Demand Side Partners, we enable

marketers to drive return on their ad spending and reach addressable audiences across all

relevant ad formats, channels, and devices. Our infrastructure approach allows for an efficient

processing and utilization of data in real time optimized via AI, leading to a superior monetization

for publishers by increasing the value of an impression and by providing incremental demand

through our own DSP and through our well-established relationships with more than hundreds of

advertisers and third Party DSP advertisers and well over 80 third-party DSPs. Publishers can then

sell their ad inventory to advertisers using real-time bidding techniques. Through Verve’s AI driven

powerful data enrichment engine, content users are segmented in a privacy-compliant manner.

As a result, advertisers who consider the user most valuable based on the segmentation will bid

the most for the ad space. In this way, the advertising space can be sold by publishers in the most

efficient and profitable way.

Our partners on the supply-side are primarily publishers and app developers that allow us to

directly integrate with their apps resp. content, maximizing automation and sales efficiency of

ad inventory. In addition, the SSP Segment also includes its own games studios which provide

first-party data and in-game advertising spaces and enable faster testing cycles of new services.

A smaller portion of the revenues in this segment is generated directly from consumers from in-

game item sales and game subscriptions. The Supply Side Platform generates revenue through

services where Verve buys ad inventory directly from the publisher and sells it to demand side

platforms.

5.1 Segment Revenues and Segment Results

			INTER-
	DSP	SSP	SEGMENT	CONSOLIDATED
in €k	Jan-Dec-25	Jan-Dec-25	ELIMINATION	Jan-Dec-25
Total Revenues	157,630	455,134	-61,841	550,923
Intersegment Revenues	36,996	24,845	-61,841	0
Revenues external	120,633	430,289	0	550,923
Own work capitalised	2,904	25,108	0	28,012
Other operating income	2,490	7,521	-7,361	2,650
Purchased services & other	-73,451	-346,137	63,631	-355,956
operating expenses
Employee expenses	-40,615	-68,462	5,571	-103,506
EBITDA	48,958	73,164	0	122,122
Depreciation and amortization	-11,190	-41,862	0	-53,053
Financing income	1,133	7,181	-1,954	6,360
Financing expenses	-4,496	-65,691	-1,954	-68,233
Earnings before taxes (EBT)	34,405	-27,208	0	7,196
Income taxes	-5,002	-1,506	0	-6,508
Consolidated net profit/(loss)	29,403	-28,714	0	689

Annual and Sustainability

Report 2025

Verve Group SE

119

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

			INTER-
	DSP	SSP	SEGMENT	CONSOLIDATED
in €k	Jan-Dec-24	Jan-Dec-24	ELIMINATION	Jan-Dec-24
Total Revenues	100,549	390,270	-53,814	437,005
Intersegment Revenues	31,553	22,261	-53,814	0
Revenues external	68,996	368,008	0	437,005
Own work capitalised	2,489	22,443	0	24,932
Other operating income	341	18,550	-1,141	17,750
Purchased services & other operating	-50,685	-273,899	52,908	-271,676
expenses
Employee expenses	-16,615	-64,921	2,047	-79,490
EBITDA	36,078	92,442	0	128,521
Depreciation and amortization	-5,649	-32,590	0	-38,239
Financing income	540	7,505	-1,632	6,413
Financing expenses	-3,222	-63,302	1,632	-64,892
Earnings before taxes (EBT)	27,747	4,056	0	31,803
Income taxes	-2,030	-968	0	-2,998
Consolidated net profit/(loss)	25,717	3,088	0	28,805

The Group does not use geographical information for the purposes of internal controlling nor for

management reports. A separate collection of such data would result in disproportional costs.

Due to the structure of customers in the DSP and SSP segment, there are no customers that

constitute a proportion of more than 10 percent of the Group’s revenues. The customers of both

segments in general are characterized by a large number of Fortune 500 customers.

The accounting policies of the reportable segments correspond to the Group’s accounting policies

described above. The segment result represents the result that each segment generates with

allocation of the share of the central administrative costs including the remuneration of the

Governing Board. The segment results are reported to the Group’s Chief Operating Decision

Maker for the purpose of resource allocation to the segments and the assessment of segment

performance.

5.2 Segment Assets

	31-Dec-25	31-Dec-24
	in €k	in €k
DSP	389,656	275,374
SSP	961,097	1,023,937
Inter-segment elimination	-98,218	-46,861
Consolidated total segment assets	1,252,535	1,252,449

All assets including goodwill are allocated to the reportable segments As of December 31, 2025

no impairment losses on goodwill were recognized, as in the previous year.

Annual and Sustainability

Report 2025

Verve Group SE

120

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

6 Intangible assets

The book value of the intangible assets as of the reporting date is as follows:

in €k	31-Dec-25	31-Dec-24
Internally generated intangible assets	117,751	118,878
Other intangible assets	140,416	149,945
Goodwill	714,706	718,032
Total	972,873	986,855

The development of book value is as follows:

	Internally generated assets	Other intangible assets	Goodwill	Total
Cost	125,982	200,200	578,028	904,209
Amortization	-27,616	-79,986	0	-107,602
Balance at January 1, 2024	98,366	120,214	578,028	796,607
Acquisition through business combination	0	35,155	117,883	153,038
Additions	35,263	3,591	0	38,854
Amortization	-19,208	-15,409	0	-34,617
Effects from currency valuation cost	5,585	8,375	22,122	36,081
Effects from currency valuation amortization	-1,128	-1,980	0	-3,108
Balance at December 31, 2024	118,878	149,945	718,032	986,855
Cost	166,829	247,320	718,032	1,132,181
Amortization	-47,952	-97,375	0	-145,327
Balance at January 1,2025	118,878	149,945	718,032	986,855
Acquisition through business combination	0	23,541	42,916	66,457
Additions	33,841	2,468	0	36,309
Amortization	-26,547	-22,571	0	-49,118
Effects from currency valuation cost	-11,657	-17,980	-46,246	-75,883
Effects from currency valuation amortization	3,236	5,017	0	8,253
Balance at December 31, 2025	117,751	140,416	714,706	972,873
Cost	189,013	255,350	714,706	1,159,064
Amortization	-71,262	-114,934	0	-186,191

Annual and Sustainability

Report 2025

Verve Group SE

121

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

For the purpose of impairment testing, goodwill is allocated to the following cash-generating units:

in €k	31-Dec-25	31-Dec-24
DSP	194,908	168,123
SSP	519,799	549,909
Total Goodwill	714,706	718,032

The carrying amount of this goodwill was confirmed by the impairment tests carried out on the

reference date for the annual financial statements. The goodwill is tested at the level of the business

segments Demand and Supply, as this corresponds to the approach of the internal control of the

Group. The cash-generating units consist of the Demand and Supply business segments. The

goodwill is tested at the level of cash generating units which are equal to the business segments

Demand and Supply.

The impairment tests are based on the calculation of the amount that can be generated by the

cash generating units based on their value in use. For this valuation, cash flow forecasts are used

that are based on a financial planning approved by the company management for five years. As in

the previous year, cash flows for the five-year period are planned with detailed assumptions. The

applied growth rate for the terminal value is 1%. The DSP segment projects revenues to grow at a

solid CAGR, as well on the SSP segment. The assumed CAGR is based on historical experience

and market expectations, for the DSP segment it assumed to be 8.4%, in the SSP segment 7.7%.

For the DSP segment, EBITDA margins are expected to be around 40 % (2024: 35%). For the SSP,

EBITDA margins are projected to be about 19% (2024: 23%). The projected EBITDA margins are

based on historical experience or have been forecast based on current market projections.

The cash flows were discounted using the discounted cash flow (DCF) method applying a WACC

(weighted average cost of capital) of 11% for the DSP segment and 9,5% for the SSP segment. The

weighted average cost of capital used for discounting reflects the risk-adjusted return requirement of

our equity as well as debt-investors and is derived based on capital market data.

The recoverable amount is determined by applying the value in use method. Overall, the inde-

pendent valuation report confirms that the recoverable amounts of the cash-generating units

exceed their carrying amounts, which implies no impairment for fiscal year 2025. The following

table shows the sensitivity analysis of the CGU’s value in use to changes in EBITDA and WACC.

Management concludes that no reasonable change to key variables would lead to an impairment.

in €k	Demand	Supply
Value-in-Use	716.466	912.359
Headroom	465.001	286.912

Sensitivity Analysis

in €k		Demand	Supply
EBITDA Margin
	1,50%	33.659	117.263
	-1,50%	-33.688	-117.213
WACC
	-1,00%	79.513	125.474
	1,00%	-65.213	-98.966

Annual and Sustainability

Report 2025

Verve Group SE

122

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

7 Property, plant and equipment

Property, plant, and equipment primarily consists of operating and business equipment as well as

IT equipment, which also relates to the main additions. The amounts shown include Right of Use

(RoU) assets in accordance with IFRS 16 that are further specified in Note 18.

The development of book value is as follows:

in €k
Cost	11,283
Depreciation	-7,320
Balance at January 1, 2024	3,963
Additions	3,405
Acquisitions through business combination	0
Depreciation	-3,346
Disposal	-2
Effects from currency valuation Cost	522
Effects from currency valuation Depreciation	-357
Other	129
Balance at December 31, 2024	4,313
Balance at January 1, 2025	4,313
Additions	7,654
Acquisitions through business combination	5,820
Depreciation	-3,934
Disposal	-370
Effects from currency valuation Cost	-1,361
Effects from currency valuation Depreciation	911
Other	-69
Balance at December 31, 2025	12,965
Cost	24,363
Depreciation	-11,397

8 Deferred tax assets

The accrual/deferral of deferred taxes is done pursuant to the liability method in accordance with

IAS 12 Income taxes. The tax rates that apply and/or have been agreed upon and are known on the

reference date of the annual financial statements are applied.

Deferred tax assets in the amount of 48,460 €k (2024: 36,640 €k) relate to the probable future

utilization of tax loss carry forwards and in the amount of 39,424 €k (2024: 46,655 €k €k) to timing

differences that have emerged between the carrying amounts of intangible assets and their tax

base within the framework of the initial consolidation of companies acquired.

Deferred tax assets of 1,804 €k (2024: 2,604 €k) were recognized on timing differences between

the carrying amount of tangible and intangible assets and the tax base.

Deferred tax assets of 9,172 €k (2024: 7,488 €k) are due to the timing differences of liabilities.

Deferred tax assets and liabilities were netted for identical tax subjects of 71,003 €k (2024: 76,338 €k),

resulting in total deferred tax assets of 27,933 €k (2024: 17,049 €k).

Further explanations on the deferred taxes can be found in Note 19 Deferred tax liabilities and

Note 31 Income taxes.

Annual and Sustainability

Report 2025

Verve Group SE

123

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

9 Financial assets

in €k	31.12.2025	31.12.2024
Derivatives not designated as hedging instruments	0	0
Financial assets at fair value through profit or loss	15,186	20,745
Purchase Price Receivables	1,245	0
Senior Subordinated Note	10,560	18,175
Continuing Involvement in the form of Equity Notes	3,381	2,570
Debt instruments at amortized cost	118,317	63,888
Trade receivables (Note 10)	109,706	60,871
Other	8,610	3,017
Total financial assets	133,502	84,633
Total current	126,407	79,703
Total non-current	7,096	4,930

On December 9, 2022, the Company entered into an accounts receivable securitization program

where trade receivables held by the Group are sold on a non-recourse revolving basis to a struc-

tured non-controlled entity at an agreed upon purchase price. Initially, the program was set up

with a term of 3 years. In 2025 the securitization term has been extended by 9 months ending in

Q3 2026, with additional extension options. Part of the consideration is received upfront in cash

and part is deferred in the form of Senior Subordinated Notes issued by the structured entity

(carrying amount as of December 31, 2025: 10,560 €k (December 31, 2024: 18,175 €k)) and the

retained Equity Notes (carrying amount as of December 31, 2025: 3,381 €k (December 31, 2024:

2,570 €k)). The senior subordinated loan ranks sixth in the priority of payments, whereas the

equity amount ranks twelfth (most subordinated), with reference to Note 2.22.

Under the terms and conditions of the receivables securitization program, the Group continues

to recognize its continuing involvement from the sold trade receivables, in the amount of the

Retained Equity Notes in the structured entity. The Equity Notes represent the extent to which the

Group remains to be exposed to changes in the value of the transferred assets.

The Company is engaged as master servicer to the structured entity whereby the Group is – by

others – responsible for the cash collection and the reporting of the sold receivables. As master

servicer, the Company earns a fixed-rate servicing fee. In addition, the Group as equity holder is

entitled to the residual net profit of the structured entity.

As of December 31, 2025, the fair value of the senior subordinated loan did not differ from its face

value (which represents the maximum exposure to loss from the structured entity), given the low

underlying credit risk (see Note 2.23).

The purchase price reveivable amounting to 1,245 €k (December 31, 2024: 0€k) originates from

the acquisition of Captify. It represents a receivable Captify has for selling parts of its business

prior to being acquired by Verve. For the purchase price receivable an accoding liability has been

recognized as the funds received must be transferred to the previous shareholder of Captify.

As of December 31, 2025, the remaining financial assets at amortized cost grouped in the

Other category comprise of balances with payment service providers amounting to 2,223 €k

(December 31, 2024: 0 €k), rent deposits amounting to 1,372 €k (December 31, 2024: 757 €k) and

other financial assets amounting to 5,015 €k (December 31, 2024: 2,260 €k).

Refer to Note 16 for additional information on financial instruments.

10 Trade receivables

The trade receivables reported have a remaining term of up to one year.

The Group derecognizes a trade receivable when information is available that indicates that the

debtor is in significant financial difficulty and there is no realistic prospect of payment. This would

be the case, for example, if the debtor is in liquidation or insolvency proceedings or if the trade

receivables are more than two years past due, whichever comes first. None of the derecognized

trade receivables are subject to enforcement measures.

The trade receivables aging developed as follows:

in €k	Carrying amount (not due)	past due			Book values
in €k	Carrying amount (not due)	1 – 30 days	31 – 180 days	More than 180 days	Book values
31-Dec-25	90,588	12,403	4,962	1,753	109,706
31-Dec-24	53,073	2,451	5,248	99	60,871

The Company has recognized an expected credit loss of 975 €k (2024: 1,017 €k) in balance sheet

statement the year ended December 31, 2025. The expected credit losses are calculated monthly

with reference to the loss rate approach based on historical credit losses, an analysis of the

current financial situation of the debtors, taking into account debtor-specific factors, the general

economic conditions of the industry in which the debtors operate, and an assessment of both the

current and the forecast development of the circumstances on the financial reporting date.

Annual and Sustainability

Report 2025

Verve Group SE

124

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The Group considers a financial asset to be in default when the borrower is unlikely to pay its

credit obligations in full or when contractual payments are more than 180 days past due, unless

there is reasonable and supportable information demonstrating that a different default criterion is

more appropriate.

In connection with the accounts receivable securitization program, the Group sold trade receivables

on a non-recourse basis. As of the reporting date the amount of sold and outstanding receivables

amounts to 96,462 €k (2024: 122,832 €k). As of December 31, 2025, an amount of 3,381 €k has

been recognized as the continuing involvement asset and an amount of 3,742 €k as associated

liability. The difference between the continuing involvement asset and the associated liability

results from the expected loss arising from the Group’s exposure from the transaction.

Refer to Notes 2.23 for further details on the accounts receivables securitization program.

Expected Credit Losses
in €k	Measurement	Gross carrying amount	Loss allowance	Net carrying amount
Trade Receivables	Simplified Lifetime ECL	110,681	-975	109,706
Balance at December 31, 2025		110,681	-975	109,706

	Expected Credit Losses
		Gross carrying	Loss	Net carrying
in €k	Measurement	amount	allowance	amount
Trade Receivables	Simplified Lifetime ECL	61,888	-1,017	60,871
Balance at		61,888	-1,017	60,871
December 31, 2024

11 Other current non-financial assets

Following positions are included:

in €k	31-Dec-25	31-Dec-24
Prepaid expenses and deferred charges	6,651	5,471
VAT receivables	2,294	2,150
Other non-financial receivables	821	1,170
Total	9,766	8,791

12 Cash and cash equivalents

Cash and cash equivalents amounted to 89,025 €k as of December 31, 2025 (2024: 146,702 €k).

13 Shareholders’ equity

According to the Verve Group SE’s statutes as per December 31, 2025, the share capital of the

Company shall be not less than 1,550,000 € and not more than 6,200,000 €. The number of

shares shall be not less than 155,000,000 and not more than 620,000,000. As of December 31,

2025, the issued share capital of the Company amounted to 2,001,165 € divided into 200,116,528

shares of series A with a nominal value of 0.01 € and ten voting rights per share. The company has

not issued any shares of series B with a nominal value of 0.01 € and one voting right per share.

	Number of shares		Common stock		Additional paid-in capital
in €k	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Issued and fully paid-in capital: ordinary shares of par value 0.01 €	200,117	187,167	2,001	1,872	173,056	141,733

Each ordinary A-share has the right to (i) receive notice of, attend, speak, and vote at general

meetings of the Company and has ten (10) votes; (ii) participate in a distribution of profits or assets

of the Company, including in a winding up of the Company, pro rata with all other shareholders of

the Company based solely on number of shares held and irrespective of the class and nominal

value of shares held; and (iii) a repayment of capital in a winding up of the Company.

Each Ordinary B-share has the right to (i) receive notice of, attend, speak, and vote at general

meetings of the Company and shall have one (1) vote; (ii) participate in a distribution of profits

or assets of the Company, including in a winding up of the Company, pro rata with all other

share-holders of the Company based solely on number of shares held and irrespective of the class

and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company.

Save as otherwise provided above and as specifically set out in the Articles of Association of the

Company, all the shares in the Company shall rank pari passu in all respects including, inter alia, in

respect of dividend distributions.

During the year ended December 31, 2025, the parent company increased its number of shares

to 200,116,528 by 12,858,000 through a capital increase and by 91,429 shares through issuance of

share to settle its ESOP obligation. The premium associated with the capital increase amounted to

31,323 €k in 2025 which resulted in the increase of the share premium by the same amount.

No dividend payments were made in the presented periods.

Annual and Sustainability

Report 2025

Verve Group SE

125

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

In 2025 Verve reclassified 3,607 €k from an OCI equity reserve to retained earnings. The changes

are also reflected in the 2024 figures.

Capital Management

The Company aims to generate an adequate return on the capital employed provided by its

investors. However, revenue and EBITDA serve as the most important KPI for the Company's

performance management. The Company’s objective is to make substantial investments in the

development of the corporate group, particularly in connection with M&A activities although they

burden the short-term earning capacity of the Company to a considerable extent. These growth

targets mean that profitability measures such as the return on capital employed are not always

at the forefront in this growth phase. The investments associated with this are the basis for the

Company’s long-term success. The Company is striving to remain a profitable corporate group in

the short and long-term.

14 Financial liabilities

The development of financial liabilities as of December 31, 2025 is as follows:

in €k	31-Dec-25	31-Dec-24
Current interest-bearing loans and borrowings
Bank Loans	52,347	50,090
Lease liabilities (Note 18)	2,893	736
Total current interest-bearing loans and borrowings	55,240	50,826

in €k	31-Dec-25	31-Dec-24
Non-current interest-bearing loans and borrowings
Senior Unsecured Callable Floating Rate Bond
ISIN: SE0023848429	474,493	0
Senior Secured Callable Floating Rate Bond
ISIN: SE0018042277	0	236,330
ISIN: SE0019892241	0	209,452
Bank Loans	450	550
Lease liabilities (Note 18)	7,886	2,439
Total non-current interest-bearing loans and borrowings	482,830	448,771
Total interest-bearing loans and borrowings	538,070	499,597

Verve’s corporate bonds are both listed on Nasdaq Stockholm and the Frankfurt Stock Exchange.

Interest accrues and pays out on a quarterly cycle after the date of first issuance. All bonds in-

clude a Call-Option, but no Put-Option.

Early Redemption of Bonds SE0018042277 and SE0019892241

On Apr 10, 2025 Verve redeemed and refinanced both of its Senior Secured Callable Floating Rate

Bonds, SE0018042277 and SE0019892241. Verve paid 102.344 percent and 103.625 percent as

redemption price respectively. Through this refinancing, Verve continued to advance its objective

of steadily lowering financing costs on a run-rate basis.

The early redemption was conditional upon the issuance of a senior unsecured bond issue.

On Apr 01, 2025 Verve successfully issued the Senior Unsecured Callable Floating Rate Bond

SE0023848429, meeting the requirements for early redemption.

Refinanced Bond SE0018042277
Maturity	21.06.2026
Nominal Amount	240,000 €k
Redemption Price	102.344%
Rolled-Over	67,400 €k
Redemption Payment	178,226 €k

Bond SE0019892241
Maturity	24.03.2027
Nominal Amount	216,000 €k
Redemption Price	103.625%
Rolled-Over	46,200 €k
Redemption Payment	177,630 €k

Unamortized transaction costs associated with the redemption of both bonds amounted to 8,934 €k

and were recognized in the financial result following the refinancing. As part of the bond refinancing,

Verve unwound its two existing interest rate swaps and discontinued hedge accounting. In line

with Verve’s risk management strategy, the swaps were used to hedge interest rate risk asso-

ciated with the floating 3M-EURIBOR margin, covering a notional amount of 250,000 €k. Upon

unwinding, a total of 291 €k was recycled through the income statement.

At the time of termination, the swaps had a negative market value of 5,434 €k. The market

value was carried forward into a new swap arrangement following the issuance of Verve’s senior

unsecured callable floating rate bond (ISIN: SE0023848429) in April 2025.

Annual and Sustainability

Report 2025

Verve Group SE

126

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Issuance of New Senior Unsecured Callable Floating Rate Bond SE0023848429

On Apr 01, 2025 Verve successfully issued 500,000 €k of Senior Unsecured Callable Floating Rate

Bonds with a total framework of 650,000 €k. The bonds were issued at par with a fixed annual

margin of 4.00 percent plus 3M-EURIBOR floating margin.

Bond SE0023848429
Issue Amount	500,000 €k
Framework	650,000 €k
Term	4 Years
Start Date	Apr 01, 2025
Maturity Date	Apr 01, 2029
Fixed Margin	4.00%
Floating Margin	3M-EURIBOR
Effective Interest Rate as of December 31, 2025	7.72%

The following table describes the financial covenants applicable to bond SE0023848429.

	Bond SE0023848429 Financial Covenants
Maintenance Test	Quarterly	Ratio of net interest bearing debt to EBITDA (according to the bond terms) must not exceed 4.50:1
Distribution Test	On occurrence of Restricted Payment	Ratio of net interest bearing debt to EBITDA (according to the bond terms) must not exceed 2.50:1
Incurrence Test	On occurrence of debt issuance	Ratio of net interest bearing debt to EBITDA (according to the bond terms) must not exceed 3.50:1

The category due to banks includes revolving credit facilities.

The weighted average effective interest rate is as follows:

in %	31-Dec-25	31-Dec-24
Bonds	9.0	10.4
Bank loans	6.0	11.6

Classification of financial liabilities table
in €k	31-Dec-25	31-Dec-24
Derivatives designated as hedging instruments	4,216	5,173
Interest Rate Swap 2026	0	1,205
Interest Rate Swap 2027	0	3,969
Interest Rate Swap 2029	4,216	0
Financial liabilities at fair value through profit or loss	13,479	15,828
Contingent consideration	9,279	12,523
Continuing involvement in the form of Equity Notes	3,756	2,976
Cash-settled share based payment	444	329
Other financial liabilities at amortised cost, other than interest bearing loans and borrowings	197,973	217,717
Trade payables (Note 22)	98,496	104,061
Deferred consideration	39,428	46,084
Provisions and accrued liabilities	49,773	63,285
Other	10,720	4,617
Total financial liabilities	215,668	238,719
Total current financial liabilities	198,426	210,477
Total non-current financial liabilities	17,243	28,241

Derivatives designated as hedging instruments reflect the fair value of interest rate swap contract(s),

designated as cash flow hedges to hedge the interest rate risk that arises from issued floating rate

bonds. For more information see Note 17.

Contingent consideration

Contingent considerations reflect purchase price liabilities that arose from business combinations.

The liabilities recognized are carried at fair-value through profit or loss, settled when due and only

if predetermined performance targets (contingencies) were met. The initial measurements are

based on the acquirees business plan and management assumptions. Contingent considerations

are discounted to their present value and are subject to frequent remeasurement.

Annual and Sustainability

Report 2025

Verve Group SE

127

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The balance as of December 31, 2025 of 9,279 €k reflects earn-outs due to the sellers of Viewento

GmbH. Thereof, 1,206 €k are due within twelve months and 8,073 €k are due within twelve to

twenty-four months after the reporting date. For more information please refer to Note 3 and Note

16. The balance of 12,523 €k at December 31, 2024 relate to the contingent consideration due

for the acquisition of Dataseat Ltd. The revaluation of Dataseat Ltd.’s earn-out in 2025 led to an

increase of 3,946 €k, due to Dataseat Ltd. outperforming its originally assumed EBITDA targets.

The liability was settled in full by August 2025.

Deferred consideration

Deferred considerations reflect purchase price liabilities that arose from business combinations.

The liabilities reflect a fixed payment that has been deferred to a future due date. The settlement

amount is discounted to its present value.

As of December 31, 2025, the deferred consideration amounted to 39,427 €k (December 31, 2024:

46,084 €k). Thereof, 23,304 €k are due January 31, 2026 for the Jun Group acquisition, 8,675 €k

are due for the acquisition of Captify and 7,449 €k for the acquisition of acardo Group AG. For

more information on the recognized deferred considerations in 2025, please refer to Note 3.

As of December 31, 2024, 46,084 €k of deferred consideration related to the Jun Group acquisition.

Thereof, 21,028 €k were due and settled in July 2025. The remaining 25,056 €k are due January

31, 2026. The decrease from 2024 to 2025 is due to the depreciation of the USD in 2025.

Continuing Involvement

As of December 31, 2025 the amount of 3,756 €k (December 31, 2024: 2,976 €k) represent the

fair value of Verve’s retained risks and rewards from the sale of the participating entities of their

accounts receivables to the securitization vehicle of the Group. For additional information on the

securitization please refer to Note 2.23, Note 9 and Note 10.

Cash-settled Share Based Payment

Please refer to Note 27.

Other

The remaining financial liabilities as of December 31, 2025, consist of accrued bond interest

liabilities amounting to 7,602 €k (December 31, 2024: 1,431 €k) and other financial liabilities

amounting to 2,675 €k (December 31, 2024: 2,856 €k).

15 Other non-financial liabilities – current

The other non-financial liabilities include:

in €k	31-Dec-25	31-Dec-24
Liabilities from taxes	29,304	26,048
Deferred income	16,351	13,167
Liabilities to employees and social securities	2,338	1,949
Other current non-financial liabilities	180	0
Total	48,173	41,164

Please refer to Note 24 for further information on deferred income.

The following table provides information about contract liabilities from contracts with customers:

In €k	2025	2024
Contract liabilities – beginning of period	13,167	11,310
Contract liabilities – end of period	16,351	13,167

Revenue recognized during the reporting period that was included in the contract liability balance at the

beginning of the period amounted to:

In €k	2025	2024
Revenue recognized from opening contract liabilities	13,167	11,310

The following table shows the aggregate amount of the transaction price allocated to remaining

performance obligations that were unsatisfied or partially unsatisfied at the reporting date:

In €k	2025	2024
Within 1 year	16,351	13,167
Between 1–2 years	0	0
More than 2 years	0	0
Total remaining performance obligations	16,351	13,167

Annual and Sustainability

Report 2025

Verve Group SE

128

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

16 Reporting on financial instruments

Financial instruments refer to all contractual relationships that result in a financial asset for one

party and a financial liability or equity instrument for the other party. Financial assets and financial

liabilities are recognized in the group’s statement of financial position when the group becomes

a party to the contractual provisions of the financial liability or equity instrument. Financial

instruments include both non-derivative and derivative financial instruments.

The following overview presents recognized financial instruments based on their IFRS 9 measurement

categories. To improve the presentation of the financial instruments relevant to the Group in terms

of comparable measurement uncertainties and risks, cash and cash equivalents are presented

separately in the following:

Abbreviation	IFRS 9 measurement categories
AC	Amortized cost	Financial assets and liabilities measured at amortized costs
FVTPL	Fair value through profit and loss	Financial assets and liabilities measured at fair value through profit and loss
FVTOCI	Fair value through other comprehensive income (FVTOCI) for debt instruments	Fair value (market value) changes recognized directly in other comprehensive income (with recycling)
FVTOCI	Fair value through other comprehensive income (FVTOCI) for equity instruments	Fair value (market value) changes recognized directly in other comprehensive income (without recycling)

Annual and Sustainability

Report 2025

Verve Group SE

129

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Classes and categories of financial instruments and their fair values

As of December 31, 2025, the carrying amounts and fair values of the Group’s financial instruments, other than those with carrying amounts that are reasonable

approximations of fair values are as follows:

Fair-value hierarchy table

	Dec 31, 25	Fair value				Dec 31, 24	Fair value
in €k	Carrying amount	Total	Level 1	Level 2	Level 3	Carrying amount	Total	Level 1	Level 2	Level 3
Financial assets neasured at fair value:
Purchase Price Receivable	1,245	1,245	0	0	1,245	0	0	0		0
Senior Subordinated Notes	10,560	10,560	0	10,560	0	18,175	18,175	0	18,175	0
Continuing Involvement in the form of Equity Notes	3,381	3,381	0	3,381	0	2,570	2,570	0	2,570	0
Total financial assets	15,186	15,186	0	13,941	1,245	20,745	20,745	0	20,745	0
Liabilities measured at fair value:
Derivatives designated as hedging instruments:
Interest rate swaps	4,216	4,216	0	4,216	0	5,173	5,173	0	5,173	0
Contingent consideration	9,279	9,279	0	0	9,279	12,523	12,523	0	0	12,523
Financial liabilities for which fair values are disclosed:
Floating rate borrowings	474,493	467,500	467,500	0	0	445,782	461,616	461,616	0	0
Total financial liabilities	487,989	480,996	467,500	4,216	9,279	463,479	479,312	461,616	5,173	12,523

Annual and Sustainability

Report 2025

Verve Group SE

130

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Management assessed that the fair values of cash and short-term deposits, trade receivables,

trade payables, bank overdrafts and other current liabilities approximate their carrying amounts

largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair values:

All fair-value measurements use the discounted cash-flow method.

There is an active market for the Group’s quoted debt instruments. The price as of reporting date

has been used to determine the fair-value of the bonds.

The Group’s derivatives underlying instruments are plain vanilla interest rate swaps. Their fair-value

is derived from the net present value of the future expected cash flows of the derivatives.

The significant unobservable inputs used in the fair value measurements categorised within Level

3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at December 31,

2025 and 2024 are shown below:

Reconciliation of fair value measurement of financial instruments measured at fair value through

profit or loss (Level 3):

Instrument	Valuation Method	Unobservable Input	Sensitivity Input	Sensitivity
		EBITDA	0,05	7
			-0,05	-7
Contingent	DCF	IPS	0,05	53
Consideration			-0,05	-53
Consideration		WACC	0,50%	88
			-0,50%	-87

in €k	Contingent Consideration
As at 1 January 2024	35,385
Remeasurement recognised in Income statement during the priod	-14,825
Purchases	0
Sales/Repayments	-8,036
Transfers to/from Level 3	0
As at 1 January 2025	12,523
Remeasurement recognised in Income statement during the priod	4,060
Purchases	9,839
Sales/Repayments	-17,143
FX Revaluation	0
Transfers to/from Level 3	0
As at 31 December 2025	9,279

Financial instruments risk management

Typical risks from financial instruments are the credit risk, the liquidity risk and the individual

market risk. The risk management system of the Group is described in the Internal Control and

Risk Management chapter of the Corporate Governance Report including its goals, methods and

processes and can be found on Page 36 - 46 of the Annual Report. Based on the information

depicted below, we do not see any explicit risk concentrations from financial risks.

Credit Risks

Credit risk is the risk that a counterparty will cause a financial loss to the Group by failing to settle

their obligation. The Group’s principal credit risk exposures arise from trade receivables, cash

deposits, and other financial assets, including derivatives. The carrying amounts of these financial

assets represent the Group’s maximum exposure to credit risk at the reporting date

The Group reduces the default risk of original financial instruments through trade information,

credit limits and debtor management including dunning and proactive collection. In addition, to

the best of its knowledge, the Group only concludes transactions with solvent customers. The

maximum default risk results from the carrying amounts of financial assets recognized in the

statement of financial position. Credit losses have been recognized in the amount disclosed in

Note 10. The expected credit loss amounts to 975 €k for 2025. The Group has written off the corre-

sponding trade receivables. The overall remaining credit risk is low.

Annual and Sustainability

Report 2025

Verve Group SE

131

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Liquidity Risks

Liquidity risk pertains to the risk that Verve may not be able to meet its short-term financial

obligations. The operational liquidity management includes a cash controlling process. Liquidity

surpluses and requirements are thus managed in accordance with the Group’s requirements and

those of individual Group companies. The due dates of financial assets and financial liabilities and

estimates of the cash flow from operational activity are included in the short-term and medium-

term liquidity management. Cash and cash equivalents totaling 89,025 €k (2024: 146,702 €k) are

available to cover the liquidity requirements. The liquidity risk is judged as low. The table below

summarizes the maturity profile of the Group’s financial liabilities based on contractual undis-

counted payments:

December 31, 25
in €k	up to 1 year	1 to 5 years	Total
Interest bearing loans and borrowings	59,949	500,450	560,399
Lease liabilities	2,893	7,886	10,779
Contingent consideration	1,267	9,000	10,267
Deferred consideration	31,048	9,362	40,410
Trade payables	98,496	0	98,496
Derivatives	4,216	0	4,216
Other financial liabilities	6,380	495	6,875
Total	204,249	527,193	731,442

December 31, 24
in €k	up to 1 year	1 to 5 years	Total
Interest bearing loans and borrowings	51,521	456,550	508,071
Lease liabilities	736	2,439	3,174
Contingent consideration	12,958	0	12,958
Deferred consideration	21,658	26,470	48,128
Trade payables	104,061	0	104,061
Derivatives	5,173	0	5,173
Other financial liabilities	6,161	0	6,161
Total	202,268	485,459	687,584

Currency Risks

Transactional currency risk arises when the Group enters into transactions denominated in a

currency other than the functional currency of the relevant entity. Such exposures typically arise

on sales, purchases, intercompany funding, external borrowings, lease obligations and other

financial assets and liabilities denominated in foreign currencies. Exchange-rate movements

between recognition and settlement of these items can affect profit or loss.

The main components comprising transactional currency risks are the operating activities con-

centrated in the United States. Risk management and mitigation focusses on natural hedges for

the entities operating in a currency area differing from their functional currency.

Translation Risks

Translational currency risk arises from the translation of the results, cash flows and net assets of

foreign operations into the Group’s reporting currency. This exposure does not generally give rise

to the same immediate cash-flow consequences as transactional currency risk, but it can affect

reported revenue, operating results, net assets and equity from one reporting period to the next.

At Group level, there is a translation risk that results from consolidation of subsidiaries that have a

functional currency other than EUR. The Group has a large exposure to currency translation risks

arising for subsidiaries with USD as their functional currency. The depreciation of the USD in 2025

led to major currency translation effects for the translation of investments and equity recognized

in OCI. The long-term exchange risk that exists with investments in shareholdings that do not

carry out their accounting in Euro is monitored continuously. The amount recognized in OCI as of

December 31, 2025, amounts to -63,004 €k (December 31, 2024: 30,934 €k).

The Group’s EBT shows significant sensitivity to changes of the USD. The Group is exposed less

significant currency risks for GBP. The Group chose to not enter into any currency hedges.

Annual and Sustainability

Report 2025

Verve Group SE

132

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

		Effect on profit before tax
		Income/(expense)
in €k	December 31, 25		December 31, 24
	Appreciation 5%	Depreciation 5%	Appreciation 5%	Depreciation 5%
USD EUR	3,454	-3,125	4,474	-4,048
GBP EUR	-1,047	947	-746	675
SEK EUR	52	-47	35	-31
CHF EUR	-18	16	-50	45
PHP EUR	-13	12	-4	4
INR EUR	-184	166	-93	84
BRL EUR	-50	45	-78	70
CNY EUR	-58	53	-53	48
SGD EUR	33	-29	-58	53
AUD EUR	-13	12

Interest Risks

Information on hedging and risk management please refer to Note 17 and the Internal Controls

and Risk Management chapter in the Corporate Governance Report.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in market interest rates. The Group is exposed to interest rate risk

principally through cash deposits, variable-rate borrowings, lease-related financing exposures

where relevant.

Verve is exposed to interest rate risk from the floating margin of its new bond SE0023848429

and revolving credit facilities. The aforementioned instruments have a floating leg based on the

3M-EURIBOR. Verve is thus exposed to interest rate risk from interest rate volatility. With the

3M-EURIBOR having stabilized around 200 bp the current interest rate risk is considered to be

medium. In compliance with Verve’s risk management strategy and mitigation measures, Verve

entered into a new interest rate swap to hedge its risk of changing cash-flows from interest rate

risks. Alongside the increase of nominally issued bonds to 500,000 €k, the hedged amount was

increased to 300,000 €k. The interest swap includes the rolled over negative market value of the

two prior swaps which amounts to 5,434 €k at inception. Hedged item and hedging instrument

were analyzed for the inception of a hedging relationship, which was subsequently established.

Please refer to Note 17 for further information on hedge accounting. For additional information

on risk management please refer to the chapter “Internal Controls and Risk Management” in the

Corporate Governance Report.

An interest sensitivity analysis is presented below to illustrate the effect of reasonably possible

changes in interest rates at the reporting date on profit or loss and. This analysis reflects the exposure

of variable-rate financial instruments and any related hedging arrangements outstanding at period end.

	Effect on profit before tax
Increase/descrease in basis points	Income/(expense)
in €k	December 31, 25	December 31, 24
3M EURIBOR
+50 b.p.	-1,260	-1,290
-50 b.p.	1,260	1,290

Annual and Sustainability

Report 2025

Verve Group SE

133

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The changes in liabilities arising from financing activities as of December 31, 2025 is as follows:

in €k	31-Dec-24	Additions / Proceeds	Repayment	Interest accrual	Changes in fair values	Currency Translation	New Leases	Other	31-Dec-25
Quoted bonds and related coupon	445,782	375,656	-386,497	49,324	0	0	0	-9,772	474,493
Due to banks and related interest	50,640	136,479	-136,578	1,810	0	0	0	447	52,797
Lease liabilities (Note 18)	3,174	1,166	-3,690	481	0	-355	10,003		10,779
Derivatives	5,173	0	-1,020	1,284	-1,221	0	0	0	4,216
Deferred Considerations	46,084	0	-19,269	2,016	0	-5,310	0	15,907	39,428
Contingent Liabilities	12,523	0	-16,283	522	3,946	-408	0	8,979	9,279
Total	563,377	513,300	-563,337	55,436	2,725	-6,073	10,003	15,561	590,993

in €k	31-Dec-23	Additions / Proceeds	Repayment	Interest accrual	Changes in fair values	Currency Translation	New Leases	Other	31-Dec-24
Quoted bonds and related coupon	382,548	92,400	-81,240	51,472	0	0	0	602	445,782
Due to banks and related interest	32,650	142,615	-126,503	1,878	0	0	0	0	50,640
Lease liabilities (Note 18)	2,506	0	-2,633	190	0	67	3,044	0	3,174
Derivatives	5,132	1,497	0	-1,497	41	0	0	0	5,173
Deferred Considerations	0	0	0	925	0	1,930	0	43,228	46,084
Contingent Liabilities	35,385	0	-8,036	1,151	-15,977	0	0	0	12,523
Total	458,221	236,512	-218,412	54,119	-15,936	1,997	3,044	43,830	563,377

Annual and Sustainability

Report 2025

Verve Group SE

134

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

17 Hedge accounting and derivatives

Verve’s corporate bonds are both listed on Nasdaq Stockholm and the Frankfurt Stock Exchange.

Interest accrues and pays out on a quarterly cycle after the date of first issuance. Verve is ex-

posed to interest rate risk from the floating margin of its bond SE0023848429. In compliance with

Verve’s risk management strategy and mitigation measures, Verve entered into a interest rate

swap to hedge its risk of changing cash-flows from interest rate risks. Alongside the increase of

nominally issued bonds of 500,000 €k, the hedged amount was increased to 300,000 €k. The

interest swap includes the rolled over negative market value of the two prior swaps which

amounted to 5,434 €k at inception. Hedged item and hedging instrument were analyzed for the

inception of a hedging relationship, which was subsequently established.

The sources of ineffectiveness are:

1. Closing mismatch: The swap was closed on April 11, 2025, while the bond was issues on April

01, 2025. The deviating forward curve for determining the swap rate on April 11, 2025, is ex-

pected to give rise to ineffectiveness, compared to the hypothetical derivative’s forward curve

which was set up on April 01, 2025.

2. Numerator difference for interest quotient: The swap uses a numerator of 365/360 for

determining its cash-flows while the hypothetical derivative uses ACT/360 mirroring the

bond’s interest terms.

3. Included financing component: The swap includes a financing component from the roll-over of

the two previous interest rate swaps. The swap started with a negative market value of 5,434

€k. The included financing component is amortized over the lifetime of the swap and thus

impacts the swaps receiving leg, resulting in significant amounts of ineffectiveness.

The following tables show the hedging instruments, the hedge balances as well as ineffectiveness adjustments:

in €k	Hedging Instruments
in €k	NominalVolume	Fixed Leg (Pay)	Floating Leg (Receive)	Fair Value Other Financial Assets	Fair Value Other Financial Liabilities	Fair Value Changes for Recognition of ineffectiveness
31-Dec-2025
Interest Rate Swap 2029	300,000	2.66%	3M EURIBOR	0	3,728	-907
Total Interest Swaps	300,000			0	3,728	-907
31-Dec-2024
Interest Rate Swap 2027	150,000	3.30%	3M EURIBOR	0	3,969	0
Interest Rate Swap 2026	100,000	2.96%	3M EURIBOR	0	1,205	0
Total Interest Swaps	250,000			0	5,173	0

in €k	31-Dec-2025			31-Dec-2024
in €k	Change in fair value for measuring ineffectiveness	Cash-Flow Hedge Reserve Balance	Cost of hedging reserve	Change in fair value for measuring ineffectiveness	Cash-Flow Hedge Reserve Balance	Cost of hedging reserve
31-Dec-2025
Interest Rate Swap 2029	907	-2,821	0	0	0	0
Interest Rate Swap 2027	0	0	0	-194	-4,162	0
Interest Rate Swap 2026	0	0	0	-97	-1,302	0
Total Cash-Flow Hedges	907	-2,821	0	-291	-5,464	0

Annual and Sustainability

Report 2025

Verve Group SE

135

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

in €k	Total hedging gain/(loss) recognised in OCI	Ineffectiveness recognised in profit or lossFinance income/(expense)	Cost of hedging recognised in OCI	Amount reclassified from OCI to profit of lossFinance income/(expense)
31-Dec-2025
Bond SE0023848429	3,728	-907	0	0
Bond SE0019892241	-3,321	0	0	0
Bond SE0018042277	-2,143	0	0	0
Total Cash Flow Hedges	-1,736	-907	0	0
31-Dec-2024
Bond SE0019892241	186	-194	0	0
Bond SE0018042277	-227	-97	0	0
Total Cash Flow Hedges	-41	-291	0	0

18 Leases

The Group’s leased assets include buildings and cars. The lease terms are mainly between one

and four years.

18.1 Right of Use (RoU) Assets

The book value of the RoU assets and the depreciation by classes are broken down as follows:

	Carrying amount				Carrying amount
in €k	01-Jan-25	Additions	Depreciation	Other	31-Dec-25
RoU from building rental	2,989	9,703	-2,944	343	10,091
RoU from vehicle leasing	9	206	-35	0	179
RoU rom IT-equipment	0	95	-15	0	79
Total	2,999	10,003	-2,994	343	10,350

The RoU assets are included in the property, plant, and equipment.

	Carrying amount				Carrying amount
in €k	01-Jan-24	Additions	Depreciation	Other	31-Dec-24
RoU from building rental	2,341	1,501	-853	0	2,989
RoU from vehicle leasing	17	0	-8	0	9
Total	2,359	1,501	-861	0	2,998

18.2 Maturity Analysis of the Lease Liabilities

in €k	31-Dec-25	31-Dec-24
Up to 1 year	2,893	736
More than 1 year and up to 5 years	7,886	2,439
More than 5 years	0	0
Total	10,779	3,174

The Group applied the weighted average value of the Group’s marginal borrowing rate of 5.9 %

(2024: 5.9%). This was determined based on the loans received with a comparable term, which

would be available to the Group for the acquisition of the assets. Interest accretion on leasing

liabilities amounted to 481 €k (2024: 191 €k). The Group has no sale and leaseback transactions.

19 Deferred tax liabilities

Deferred tax liabilities relate to timing differences that have emerged between the carrying

amounts of intangible assets and their tax base within the framework of the initial consolidation

of companies acquired amount to 69,370 €k (2024: 73,672 €k).

Deferred tax liabilities of 26,316 €k (2024: 24,257 €k) were recognized on timing differences between

the carrying amount of tangible and intangible assets and the tax base and timing differences

between the carrying amount of liabilities and its tax base amount to 1,210 €k (2024: 133 €k).

Annual and Sustainability

Report 2025

Verve Group SE

136

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

The deferred tax liabilities were netted off against the respective deferred tax assets for identical

tax items totaling to 71,003 €k (2024: 76,338 €k), resulting in deferred tax liabilities in an amount of

25,893 €k (2024: 21,725 €k) after netting.

Further explanations on deferred taxes can be found in Note 31 Income taxes.

20 Current accruals

Accruals are detailed in the table below:

in €k	31-Dec-25	31-Dec-24
Personnel-related obligations	7,497	6,167
Audit and closing costs	3,690	906
Accrued operational and other costs	35,621	41,080
Total	46,808	48,153

21 Provisions

The development of provisions is shown in the table below:

	Balance					Balance
	as of					as of
in €k	01-Jan-25	Additions	Utilization	FX effects	Reversal	31-Dec-25
Tax related provisions	82	1,028	-56	-14	0	1,041
Legal and advisory	14,724	1,175	85	-492	-13,570	1,923
cost provisions
Other provisions	325	0	-325	0	0	0
Total	15,132	2,204	-295	-506	-13,570	2,964

Provisions are made for current, legal, and de facto obligations resulting from past events that are

likely to lead to a future economic burden and whose size can be reliably estimated. If a changed

estimate results in a reduction in the size of the obligation, the accrual is reversed accordingly,

and the income is posted in the area that was originally charged with the expense when the provision

was posted. Other provisions mainly include litigation obligations.

Verve Group is party to a number of disputes. For each separate dispute, an assessment of the

most likely outcome is made and reported in the consolidated financial statements if a provision

needs to be created or adjusted. Information relevant to potential value is taken into account up to

the time of preparation of the consolidated financial statements.

As of December 31, 2025, there are tax related provisions amounting to 1,041€k (2024: 82 €k)

which mainly relate to corporate income tax. Due to the uncertainty associated with such tax

positions, there is a possibility that, on conclusion of open tax matters with the tax authorities at a

future date, the final outcome may differ significantly.

All provisions have a term of up to one year.

22 Trade payables

Trade payables mainly comprise outstanding amounts for the purchase of goods and services.

The Management Board is of the opinion that the carrying amount of trade payables generally

corresponds to their market value.

The maturity analysis December 31, 2025 is as follows:

December 31, 2025 in €k	up to 1 year	1 to 5 years
Trade payables	98,496	0
Total	98,496	0

December 31, 2024 in €k	up to 1 year	1 to 5 years
Trade payables	104,061	0
Total	104,061	0

23 Other financial commitments

Verve Group entered a long-term contract with hosting and computing service providers. The

term of contract is 48 month with an obligation to spend a minimum of 131,915 €k.

Annual and Sustainability

Report 2025

Verve Group SE

137

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

24 Revenues

Verve generates its sales in two segments. The supply side segment (SSP) and the demand

side segment (DSP). Verve’s Demand Side enables advertisers to drive user acquisition and

performance campaigns as well as brand campaigns across the open internet. Through its

self-service, cloud-based platform, advertisers can create, manage, and optimize data-driven

digital advertising campaigns across all relevant ad formats and channels (including e.g. display,

native and video) and devices (including mobile in-app, mobile web, desktop web, digital out-of-

home and connected TV).

in €k	FY 2025	FY 2024
DSP	120,633	68,996
SSP	430,289	368,008
Total	550,923	437,005

As of December 31, 2025, Verve had deferred revenues with a duration up to maximum 12

(2024: 12) months, which resulted in partly unsatisfied performance obligations at year end.

100 (2024: 100) percent of the transaction price allocated to the partly unsatisfied contracts as

of December 31, 2025, is expected to be recognized as revenue during the year 2026 (2025).

in €k	FY 2025	FY 2024
Deferred revenue DSP	1,453	1,441
Deferred revenue SSP	14,898	11,725

The deferred revenue from the SSP mainly results from revenue recognition from games and

is mainly related to advance payments for pre-paid game cards and virtual currency (crowns)

reve-nues for the Wizard101 and Pirate101 games.

The contractual liabilities relate to the advance payments received from customers for the use of

games and media for which sales are realized over a certain period and reflect their value.

25 Other operating income

Other operating income includes the following items:

in €k	FY 2025	FY 2024
Currency exchange gains	-3	81
Reimbursements	222	91
Revaluation of earn-outs	0	16,315
Other income	2,431	1,262
Total	2,650	17,750

Other operating income includes income from revaluation of earn outs, subleases and rights or

licenses and compensations.

26 Purchased services

Purchased services comprise costs incurred for third-party services directly attributable to the

generation of revenue and the operation of the Group’s platforms.

Purchased services include publisher costs, traffic acquisition costs, hosting services, data services

and other third-party service fees. These costs are recognized as expenses when the related

services are received. The majority of the Group’s revenues and the corresponding expenses are

presented on gross level, only insignificant portions are requires to be netted under agents principal in

accordance with IFRS 15.

27 Employee benefits expense

The employee benefits expense of Verve Group amounted to 103,506 €k (2024: 79,490 €k). For

related parties transactions please see Note 33.

in €k	FY 2025	FY 2024
Wages and Salaries	94,662	72,843
Social contributions	8,844	6,647
Total	103,506	79,490

The equity-settled share-based payment transactions (ESOP and LTIP) are recognized as employee

benefit expenses and amounted to 495 €k for 2025 (2024: 226 €k). The cash settled share-based

payment transaction is recognized as employee benefit expense and amounted to 136 €k for 2025

(2024: 328 €k). Please refer to Note 33 and Note 36 for the remuneration of the board of directors

and management.

Annual and Sustainability

Report 2025

Verve Group SE

138

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Cash-Settled Share-Based Payment Transactions

The company issued a cash settled share-based payment arrangement (Stock-appreciation-

rights or SARs) to selected employees in 2025. The goal is to improve engagement in the

company’s performance and retention of all participants. The program was ratified by the board

of directors.

The CBBP (Cash-Based Bonus Program) items awarded to the employee must be both earned

and vested before becoming exercisable. The vesting period of all grants is six years. The CBBP

program is subject to a cliff period of 2 years during which no vesting occurs. If the employee is no

longer employed by the group, half of the earned claims in the 24 months preceding the termination of

employment will forfeit. No further vesting or earning events will take place after termination. The em-

ployees’ remaining claims must be exercised within 30 months after termination. All earned and

vested SARs must be exercised until three years after the last batch of the employee has vested,

otherwise all remaining claims will forfeit. An exercise is only possible on the first business day of

the first three quarters of the fiscal year and only once the minimum three-year waiting period

after the Date of Grant has elapsed. The final exercise date is the first business day of each quarter

occurring before nine years after the Date of Grant. The CBBP does not entitle its participants to

participate in dividends.

The company is liable to pay out the intrinsic value of the vested and exercisable option portion

on exercise of the awards. Any part of the award that is not earned or not vested at the time of

exercise or termination does not result in a payout. The fair value of the SARs is calculated in

accordance with IFRS 2 using the Black-Scholes Model. The fair value of the associated liability on

December 31, 2025, amounted to 444 €k (December 31, 2024: 329 €k). The company recognized

expenses related to the SAR amounting to 136 €k (December 31, 2024: 328 €k). The intrinsic value

of all accounted, earned and vested options amounted to 0 €k (December 31, 2024: 164 €k).

The range of exercise prices for outstanding CBBPs ranges from 2.00 € to 4.12 € (2024: 2.00 € to

4.00 €), with a weighted remaining contractual life of 7.88 years.

Development of the number of share options	Amount
Outstanding at the beginning of the year	1,494,000
Granted	1,592,000
Forfeited	-668,000
Expired	0
Exercised	0
Outstanding at year-end	2,418,000

Black-Scholes Valuation Input
Share Price at Valuation Date	1.75 €
Weighted Average Risk-Free Rate	2.47%
Weighted Average Volatility	61.34%
Expected Life	5.96 Years

Equity-Settled Share-Based Payment Transactions

Under the share-based payment programs, selected employees are granted options at the

discretion of the CEO and the Board of Directors. To become eligible for exercising these options,

participants must complete a continuous service period of five years with the Company. Once

vested, the options can be exercised, and the participant will receive shares in exchange for paying

the nominal value per share (0.01 €). The number of shares issued reflects the economic value of

the options at the time of exercise, based on the prevailing market price, ensuring participants

benefit from the appreciation in the Company’s share price. The options carry no dividend, voting,

or anti-dilution rights prior to exercise.

ESOP – Employee Stock Option Program

All ESOP programs are subject to a cliff period of 2 years. If the employee is no longer employed

by the group, half of the vested claims in the 24 months preceding the termination of employment

forfeit. No further vesting events take place after termination. The employees’ remaining claims

must be exercised within 60 months after termination, ultimately however until June 30, 2030,

otherwise all remaining claims expire. Additionally, the remaining vested shares after exit are

subject to an annual 20% forfeiture rate. The ESOP does not entitle its participants to participate

in dividends.

The range of exercise prices for outstanding ESOPs ranges from 1.30 € to 5.88 € (2024: 1.30 € to

5.88 €), with a weighted remaining contractual life of 4.50 years.

Development of the number of share options	Amount
Outstanding at the beginning of the year	7,511,475
Granted	0
Forfeited	631,000
Expired	21,000
Exercised	168,225
Outstanding at year-end	6,691,250

Annual and Sustainability

Report 2025

Verve Group SE

139

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Black-Scholes Valuation Input
Share Price at Valuation Date	1.75 €
Weighted Average Risk-Free Rate	2.47%
Weighted Average Volatility	61.34%
Expected Life	5.96 Years

In 2025 participants exercised ESOPs and received 91,429 Verve shares. The weighted average

exercise price was 3,28 €.

LTIP – Long-Term Incentive Program

The company issued a restricted stock option program (RSO) for selected employees with the

goal to motivate and retain those talents. The program has been ratified by the board of directors.

The vesting period consists of 6 years in order to earn the full benefit. The LTIP program is subject

to a cliff period of 2 years. If the employee is no longer employed by the group, half of the earned

claims in the 24 months preceding the termination of employment forfeit. No further earning

events take place after termination. The employees’ remaining claims must be exercised within 30

months after termination. All vested LTIP-shares must be exercised until three years after the last

batch of the employee has vested, ultimately however until June 30, 2036, otherwise all remaining

claims expire.

The range of exercise prices for outstanding LTIPs ranges from 2.00 € to 4.12 € (2024: 2.00 € to

4.00 €), with a weighted remaining contractual life of 7.82 years.

Development of the number of share options	Amount
Outstanding at the beginning of the year	1,425,000
Granted	1,620,000
Forfeited	570,000
Expired	0
Exercised	0
Outstanding at year-end	2,475,000
Black-Scholes Valuation Input
Weighted Average Share Price	2.21€
Weighted Average Risk-Free Rate	2.56%
Weighted Average Volatility	54.12%
Expected Life	5.96 Years

28 Other operating expenses

The other operating expenses include the following expenses:

in €k	FY 2025	FY 2024
Legal and advisory expenses	3,997	11,482
Audit expenses	5,666	1,610
Travel expenses	2,303	1,707
Marketing expenses	4,387	4,381
IT & telecommunication expenses	17,371	11,198
Currency exchange expenses	-2,392	3,584
Administration and other expenses	10,068	1,006
Total	41,400	34,969

29 Depreciation and amortization

With regard to the amortization of intangible assets and the depreciation of property, plant and

equipment, we refer to the explanations regarding the intangible assets in Note 6 and property,

plant and equipment in Note 7.

30 Financial results

The financial income and financial expenses are comprised as follows:

in €k	FY 2025	FY 2024
Financial income	6,360	6,413
Financial expense	-68,233	-64,892
Total	-61,872	-58,478

Financial income and expenses originate from financial assets or liabilities that are measured at

amortized cost. The exception being the income and expenses related to hedging. For the period

ending December 31, 2025, the Company paid cash flows from their interest swaps amounting

to -1,029 €k (2024: 1,497 €k). The swaps are designated to a hedging relationship and hedge

accounting is applied. The payouts for the interest swaps are based on the fair-value of the interest

swaps on the quotation date.

Annual and Sustainability

Report 2025

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140

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

31 Income taxes

The components of the income taxes are as follows:

in €k	FY 2025	FY 2024
Current income taxes	-14,439	-17,988
Deferred taxes	7,931	14,990
Total	-6,508	-2,988

The current income taxes posted mainly comprise of taxes on income in the USA, Spain, and

Germany for the respective reporting period. Verve is taxable in Sweden. In Sweden the corporate

tax rate is 20.6% (20.6%). Foreign income taxes are calculated using the tax rate applicable in the

respective countries, which varies from 8.5% to 34.0% (2024: 8.5% to 34.0%). The transition of the

expected tax expenses of the Group to the actual tax expenses for the reporting periods is depicted in

the following table:

in €k	FY 2025	FY 2024
Earnings before taxes (EBT)	7,196	31,803
Expected income tax expense at 18.111% (2024: 31.270%)	-1,303	-9,945
Change from (non-)recognition of tax losses/credits	-6,167	572
Utilization of unrecognized tax losses	107	90
Expenses and income with no tax effects	-2,103	-548
Change from tax rates	1,882	0
Tax income and expenses related to prior periods	871	6,916
Other	205	-84
Total income tax	-6,508	-2,998
Effective tax rate	90.4%	9.4%

The tax rate applied to the above-mentioned reconciliation corresponds to the Group’s weighted

average tax rate of weighted average tax rate of 18.111% (2024: 31.270%) determined by the local

tax rates of the group companies weighted with their EBT. The tax rate changes capture the effects

of enacted and future tax rate changes in Germany. Current income tax receivables amount to

6,062 €k (2024: 3,762 €k) and current income tax accruals and provisions amount to 25,179 €k

(2024: 22,694 €k).

Deferred tax assets and liabilities as of reporting date are as follows:

in €k	FY 2025	FY 2024
Tax carry forward losses	48,460	36,640
First-time consolidation of subsidiaries	39,424	46,655
Tangible and intangible assets	1,161	2,604
Liabilities	9,891	7,488
Total gross deferred tax assets	98,936	93,387
Less: Netting	-71,003	-76,338
Deferred tax assets	27,933	17,049
First-time consolidation of subsidiaries	69,370	73,672
Tangible and intangible assets	23,219	24,257
Liabilities	4,307	133
Total gross deferred tax liabilities	96,896	98,063
Less: Netting	-71,003	-76,338
Deferred tax liabilities	25,893	21,725

32 Earnings per share

Information about earnings per share is in accordance with IAS 33:

in €	FY 2025	FY 2024
Basic	0.00	0.16
Diluted	0.00	0.14

The results and the weighted average number of shares for basic earnings per share are as follows:

in €k	FY 2025	FY 2024
Profit for the period attributable to the owners of the Company	695	28,795
Profit for the period used in the calculation of basic earnings per share	695	28,795

in k	FY 2025	FY 2024
Basic weighted average number of shares for the calculation of basic earn-ings per share	184,765	173,421
Diluted weighted average number of shares for the calculation of basic earn-ings per share	206,115	193,961

Annual and Sustainability

Report 2025

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141

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

33 Business transactions with related parties

Balances and transactions between the Company and its subsidiaries, which are related parties,

have been eliminated during consolidation and are not explained in these Notes. Details of

transactions between the Company and other related parties are given below. In addition to the

Management Board, family members close to the Board and, in principle, investments and the

shareholders can all be considered relationships to associated companies and persons under IAS

24 Related Party Disclosures.

Tobias M. Weitzel is a member of the seven-member Board of Directors of the Company since of

May 2018, and Chairman since September 15, 2022. He holds 500,000 phantom stocks and 1,219,228

shares in the Company, as of December 31, 2025. Remco Westermann is a member of the Board of

Directors since of May 2018 and CEO of the Company and personally holds 90% of the shares and

voting rights in Sarasvati GmbH, which in turn holds 100% of the shares and voting rights in Bodhivas

GmbH, which in turn holds 23.16% (45,548,400 shares) of the shares and voting rights in Verve, as of

December 31, 2025.

In 2025 Bodhivas GmbH participated in a bond issue and bought 3 €m Senior Secured Bonds

of Verve (ISIN: SE0018042277) maturing in 2026 at a price of 104%. In addition, Bodhivas part-

icipated in the capital increase in June 2025 and purchased a total of 1.2m Verve shares at a price

of 16.60 SEK. Remco Westermann is the Managing Director of Bodhivas GmbH, Sarasvati GmbH,

Garudasana GmbH, Bodhisattva GmbH, Jarimovas GmbH, and Kittelbach RW Immobilien UG,

Düsseldorf.

Additionally, Jaap Westermann holds 10% of the shares in Sarasvati GmbH. Hendrika Westermann

is the wife of Remco Westermann, Jaap Westermann is the brother of Remco Westermann,

Hendrika, Jaap and Remco Westermann are directors of Jarimovas GmbH, Düsseldorf. Elizabeth

Para is a member of the Board of Directors of the Company since the January 3, 2020. She holds

500,000 phantom stocks and 1,457,847 shares in the Company as of December 31, 2025. Franca

Ruhwedel is a member of the Board of Directors of the Company since the 15th September

2022. She holds 16,429 shares in the Company, as of the December 31, 2025. Johan Roslund is

a member of the Board of Directors of the Company since the 15th September 2022. He holds

11,000 shares in the Company, as of the December 31, 2025. Mary Ann Halford was a member of

the Board of Directors of the Company from September 15, 2022, to June 13, 2025. Since June 13,

2025, Greg Coleman and Peter Huijboom are members of the Board of Directors. As of December 31,

2025, neither of them had any holding in the company. Paul Echt was the CFO of the Company until

December 31, 2024. He is Managing Director of PE Global Invest GmbH. Paul Echt held 2,250,000

phantom stocks and 524,679 shares in the Company as of the December 31, 2024. Jens Knauber

is COO of the Company. He is Managing Director of elbdiamond digital GmbH. Jens Knauber

holds 3,100,000 phantom stocks and 15,000 shares in the Company. Sameer Sondhi is CRO of the

Company. He is Managing Director of Sondhi LLC. Sameer Sondhi holds 1,100,000 phantom stocks

in the Company. Alex Stil is CCO of Verve since July 2025. He holds 500,000 phantom stocks.

Remuneration in 2025 (€k)	Basic compensation	Variable remuneration	Costs for share-based benefits	Other benefits	Severance	Total
Board of Directors	405	0	0	13	0	418
Verve C-Level incl. CEO	2,691	1,432	174	185	44	4,525
Chief Executive Officer	575	292	0	32	0	899

Remuneration in 2024 (€k)	Basic compensation	Variable remuneration	Costs for share-based benefits	Other benefits	Total
Board of Directors	386	0	40	0	426
Verve C-Level incl. CEO	1,810	1,459	445	139	3,853
Chief Executive Officer	500	850	0	32	1,382

Annual and Sustainability

Report 2025

Verve Group SE

142

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

34 Employees

The average number of full-time employees (FTE) was:

	Total	2025		2024
	Total	Of whom women	Of whom men	Total	Of whom women	Of whom men
Germany	256	42%	58%	221	40%	60%
USA	305	42%	58%	157	31%	69%
United Kingdom	62	38%	62%	141	48%	52%
Spain	41	21%	79%	39	27%	73%
India	72	25%	75%	41	26%	74%
Sweden	28	38%	62%	24	20%	80%
Rest of the world	75	39%	61%	72	36%	64%
Total	839	39%	61%	694	37%	63%

35 Auditors’ fees for annual financial statements

For the services provided in the financial years 2025 and 2024 by the auditor, the following fees

were recorded as expenses for the audits of the respective annual financial statements:

in €k	FY 2025		FY 2024
in €k	Deloitte	Other elected auditors	Deloitte	Other elected auditors
Audit fees	5,380	114	1,385	95
Audit-related fees	50	121	130	0
Total fees per appointed auditor	5,430	235	1,515	95
Total fees to the appointed auditor		5,665		1,610

36 Governing board of the company and remuneration

In the business year 2025, the Board of Directors of the Company comprised the following persons:

• Tobias M. Weitzel

• Greg Coleman

• Alexander Doll

• Johan Roslund

• Franca Ruhwedel

• Peter Huijboom

• Remco Westermann

The annual general meeting 2025 re-elected Tobias M. Weitzel, Remco Westermann, Greg Coleman,

Franca Ruhwedel, Johan Roslund and Peter Huijboom as members of the board of directors, and

elected Alexander Doll as a new member of the board of directors for the period until the close of

the annual general meeting 2026. Tobias M. Weitzel was re-elected as chairman of the board of

directors for the same period.

Alexander Doll, born 1970, brings a well-rounded profile that aligns closely with the needs of a listed

technology company such as Verve. His broad experience in leading large-scale international

organizations, in financial leadership, financing and capital markets with an extensive international

network makes him a great addition to the Board. His broad experience includes his role as Group

CFO and board member at Deutsche Bahn, where he was responsible for key subsidiaries like DB

Schenker, DB Arriva, DB Cargo and Digital Ventures – which demonstrates his ability to oversee

operational complexity and support long-term strategic development. Such global, high-level

management experience is critical for a company like Verve as it looks to further scale its oper-

ations and navigate the challenges of international fast growth. Equally important is Alexander’s

strong background in financial leadership, financing and capital markets. Having served as CEO

for the DACH region and Member of the European Management Board at Barclays Bank and

as Global Head of Business Services at Lazard, he has advised corporations on mergers and

acquisitions, equity and debt financing, and long-term capital strategy. His ability to align financial

architecture with corporate strategy makes him uniquely qualified to support Verve’s ambitions

in a listed environment, where capital efficiency and market credibility are vital. Alexander also

Annual and Sustainability

Report 2025

Verve Group SE

143

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

brings deep sector knowledge in technology, media, and telecommunications, having worked

with clients across the TMT space throughout his banking career. Beyond advisory work, he is an

active investor in technology companies and start-ups, giving him a practical, hands-on perspective

on emerging trends, product innovation, and digital business models. Finally, Alexander’s inter-

national network – across corporates, financial institutions, and public sector stakeholders –

offers access to a broad base of perspectives and potential partnerships. Overall, his background

and experience position him well to add strong value to the board of a technology company like

Verve focused on sustainable and strategically guided growth. Alexander Doll is independent of

the Company and its executive management as well as its major shareholders. Elisabeth Para has

left the Board of Directors.

The Board of Directors will receive the below renumeration for the presented period:

Remuneration in 2025 (€k)	Basic compensation	Variable remuneration	Costs for share-based benefits	Other benefits	Pension expenses	Severance	Total
Board of Directors Total	405	0	0	13	0	0	418

Remuneration in 2024 (€k)	Basic compensation	Variable remuneration	Costs for share-based benefits	Other benefits	Pension expenses	Severance	Total
Board of Directors Total	386	0	40	0	0	0	426

As of December 31, 2025, as in the entire year and the previous year, there were no advances or loans to members of the Management Board.

Annual and Sustainability

Report 2025

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144

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

37 Events after the end of reporting period

On February 2, 2026 Verve Group SE has successfully placed 50 €m of subsequent bonds

under the Company’s existing senior unsecured floating rate bonds with ISIN SE0023848429

(the “Bonds”). Following the Subsequent Bond Issue, the outstanding amount under the Bonds

will be 550 €m. The net proceeds from the Subsequent Bond Issue will be used to finance general

corporate purposes of the Group including growth investments and capital expenditures. The

transaction was oversubscribed and met with strong demand from an international investor base

and was placed at a price of 97.25 percent of par resulting in a yield of 3m Euribor + 4.97 percent.

The Company intends to apply for admission to trading of the issued Bonds on the corporate

bond list of Nasdaq Stockholm and the Open Market of the Frankfurt Stock Exchange.

ABG Sundal Collier and Pareto Securities acted as joint bookrunners in connection with the Sub-

sequent Bond Issue, and Gernandt & Danielsson acted as legal counsel for the joint bookrunners.

Changes of Verve Groups Executive Team

David Simon will join Verve as Chief Revenue Officer and will formally transition into the position

in March 2026.

Prasana Prasad will step down from his role as Chief Technology Officer as of March 2026.

Verve Group intends to relocate registered office to Ireland aligning corporate structure with

international and US peers

• Relocation aligns Verve’s corporate structure and constitutional framework with international

technology and advertising peers

• Evaluation of reporting in USD, reflecting the global nature of the digital advertising market,

enhancing comparability, and decisively reducing foreign exchange volatility in reported results

• Enhanced accessibility for international investors and support for engagement with a broader

global institutional shareholder base, while also enabling an optional future direct US listing.

An organizational optimization initiated early 2026 led to a strategic realignment of commercial

functions, relocation of certain non-commercial functions, and in parallel a workforce reduction

in Germany, effective end of April. This is the result of a structural initiative to align resources

with key growth areas in a more focused business setup, resulting in fewer commercial roles and

offices in Germany.

Annual and Sustainability

Report 2025

Verve Group SE

145

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Financial Statements – Parent Company

in €k	Notes	FY 2025	FY 2024
Property, Plant & Equipment		2	0
Investments in subsidiaries	7	222,313	222,313
Other non-current financial assets from group companies	8	177,880	145,121
Total non-current assets		400,195	367,435
Receivables from group companies	9	334,065	305,001
Other Receivables	9	249	199
Cash and cash equivalents	10	8,824	1,395
Total current assets		343,139	306,595
Total assets		743,334	674,030

Note: Numbers may not add up due to rounding.

in €k	Notes	FY 2025	FY 2024
Common stock	11	2,001	1,872
Additional paid-in capital	11	173,056	141,733
Other reserves	11	156,762	156,266
Accumulated retained earnings		-79,703	-76,267
Total Shareholders' equity		252,116	223,605
Bonds	13	474,493	446,427
Total non-current liabilities		474,493	446,427
Accruals	14	1,725	393
Trade payables to group companies		1,876	2,041
Trade payables	15	341	25
Other financial liabilities	12	12,782	1,538
Total current liabilities		16,724	3,998
Total shareholders' equity and liabilities		743,334	674,030

Parent Company’s Balance Sheet

Assets Equity & liabilities

Annual and Sustainability

Report 2025

Verve Group SE

146

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

in €k	Notes	FY 2025	FY 2024
Revenues	2	6,204	2,787
Other operating income	3	8,136	443
Administrative expenses	4	-7,095	-6,591
Operating profit/loss		7,248	-3,361
Other interest income and similar income items	5	43,843	35,372
Interest expenses and similar expense items	5	-53,700	-50,954
Profit / loss after financial items		-2,609	-18,943
Tax on profit for the year	6	-826	-77
Profit / loss for the year		-3,436	-19,019

in €k	FY 2025	FY 2024
Net Result	-3,436	-19,019
Items that will not be reclassified to profit or loss under certain conditions:
Other comprehensive income, net of income tax
Total comprehensive (loss)/income	-3,436	-19,019

Parent Company’s Income Statement Parent Company’s Comprehensive Income

Annual and Sustainability

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147

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Parent Company’s Statement of Changes in Equity

					Amounts	Retained
				Capital	recognized	earnings incl.	Shareholders’
	Common stock	Share Premium		reserves	directly as equity	profit of the year	equity
	No. of Shares	Amount	Amount	Amount	Amount	Amount	Amount
	thousands	€k	€k	€k	€k	€k	€k
Balance at January 1, 2024	159,249	159,249	103,518	0	-1,616	-57,247	203,904
Total comprehensive income for the year						-19,019	-19,019
Capital Increase	27,918	279	38,215				38,494
Capital Decrease		-157,657		157,657			0
Other Equity reserves regarding IFRS 2					226		226
Balance at December 31, 2025	187,167	1,872	141,733	157,657	-1,390	-76,267	223,605
Balance at January 1, 2025	187,167	1,872	141,733	157,657	-1,390	-76,267	223,605
Total comprehensive income for the year						-3,436	-3,436
Capital Increase	12,945	129	31,323				31,452
Capital Decrease							0
Other Equity reserves regarding IFRS 2					495		495
Balance at December 31, 2025	200,112	2,001	173,056	157,657	-894	-79,703	252,117

Note: There is no portion of restricted equity at Verve Group SE

Annual and Sustainability

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148

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate
Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

in €k	FY 2025	FY 2024
Consolidated net profit/(loss)	-3,436	-19,019
Other non-cash income/expenses	-7,203	35,350
Booked income taxes	826	77
Booked financial expenses	9,857	15,582
Income taxes paid	-33	0
Cash flow from operating activities (before change in WC)	11	31,990
Net change in working capital	14,424	-22,875
Cash flow from operating activities	14,435	9,115
Payments for financial instruments	-32,761	-63,171
Cash flow from investing activities	-32,761	-63,171
New share issue	31,452	38,494
Deposits from the issue of bonds	375,459	93,614
Repayment of bonds	-352,598	-35,960
Interest paid	-28,558	-45,534
Cash flow from financing activities	25,755	50,615
Cash flow for the period	7,429	-3,442
Cash and cash equivalents at the beginning of the period	1,395	4,837
Cash and cash equivalents at the end of the period	8,824	1,395

Parent Company’s Cash Flows Statement

Annual and Sustainability

Report 2025

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149

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

Notes - Parent Company

1 Significant accounting policies

1.1 Basis of Preparation

The Verve Group SE’s (formerly MGI - Media and Games Invest

SE, the parent company) financial statements have been

pre-pared according to the Swedish Annual Accounts Act and

RFR 2 Reporting for legal entities and other statements issued

by the Swedish Financial Reporting Board.

The parent company follows the same accounting policies as

the Group (see Group Note 2) with the following exceptions:

Subsidiaries

Shares in subsidiaries are recognized at cost, including expenses

directly related to the acquisition, less any impairment.

Group Contribution and Shareholders’ Contribution

Group contributions are reported as appropriations in the

income statement. The shareholders’ contribution is reported

in equity in the receiving company and is activated as shares in

group companies in the parent company, unless a write-down

is required.

Taxes

Untaxed reserves are reported without split on equity and

deferred tax in the balance sheet of the parent company,

unlike how it is reported in the group. Correspondingly, in the

income statement, no allocation of appropriations to deferred

tax ex-pense is made.

Other Information

The annual report has been approved by the Board of Directors

on the April 30, 2026. The balance sheet and income statement

are subject to adoption by the Annual General Meeting on June 5,

2025.

Leasing

IFRS 16 Lease accounting is applied on group level and not on

entity level.

2 Revenues

Revenues are generated primarily from services provided to other

companies within the Group. Revenue amounted to 6,204 €k as

of December 31, 2025 (2024: 2,787 €k).

3 Other operating income

Other operating income includes the following items:

in €k	FY 2025	FY 2024
Reimbursements	439	443
Currency exchange income	7,699	0
Total	8,138	443

4 Administrative expenses

in €k	FY 2025	FY 2024
Legal and advisory expenses	4,077	1,738
Employee expenses	2,522	1,000
Audit expenses	93	-110
Currency Exchange expenses	0	3,761
Administration and other expenses	403	203
Total	7,095	6,591

5 Financial result

The financial income and financial expenses are comprised as

follows:

in €k	FY 2025	FY 2024
Other interest income and similar income	43,843	35,372
Interest expenses and similar expense items	-53,700	-50,954
Total	-9,857	-15,582

Financial income and expense result from financial assets and

liabilities measured at amortized cost. The financial income

originates in loans granted to other group companies as well

as interest collected on cash balances with credit institutes.

Finan-cial expense comprises 33,899 €k (2024: 46,040 €k)

nominal interest for the Company’s bonds and 14,781 €k (2024:

4,914 €k) effective interest for the bonds accounted for at amor-

tized cost.

6 Income taxes

Income tax expenses were recognized amounting to 826 €k

(2024: 77€k).

Annual and Sustainability

Report 2025

Verve Group SE

150

Introduction	3
2025 in Brief	4
Letter of the CEO	5
Letter of the Chairman	7
Business Overview	9
Board of directors report	16
Overview by Segment	21
Shareholder Information	22
Corporate governance report	23
Board of Directors	32
Leadership Team	35
Internal Control and Risk Management	36
Sustainability report	47
Financial statements	95
Financial Statements – Group	96
Notes – Group	100
Financial Statements – Parent Company	146
Notes - Parent Company	150
Guarantee of the board	156
Auditor’s report	158
Auditor’s Report on The Corporate Governance Statement
Auditor’s Report on The Corporate Governance Statement	162
Auditor’s limited assurance report of Verve Group SE’s statutory sustainability statement	163
Definitions	168
Non-IFRS Measures	168
Ad-Tech Glossary	169
Contact	174

7 Investments in subsidiaries

The details of investments in subsidiaries are as follows:

Name Principal activities

Ownership 2025

Ownership 2024

2025

€k

2024

€k

Samarion GmbH Holding 100 100 0 0

Media and Games Services AG Consulting 100 100 1,105 1,105

gamigo Holding GmbH Holding 100 100 12,168 12,168

Vajrapani Limited Holding 100 100 285 285

Verve Holding GmbH Holding 100 100 183,423 183,423

Platform 161 Holding B.V. Consulting 100 100 19,942 19,942

ME digital GmbH Consulting 100 100 5,390 5,390

Total Investments 100 100 222,313 222,313

8 Other non-current financial assets

On December 31, 2025, Verve Group SE presents non-current financial assets of 177,880 €k (2024: 145,121 €k) which are comprised of loans to other group companies.

9 Receivables

Related parties (Loan and interest receivables) Loans Interest receivables Weighted Average

in €k FY 2025 FY 2024 FY 2025 FY 2024 Interest Rate

gamigo AG 135,810 148,109 41,073 28,902 13.42%

Verve Holding GmbH 177,880 145,121 29,289 15,031 13.42%

gamigo Holding GmbH 86,952 87,162 25,553 15,878 13.42%

Platform 161 Holding B.V. 1,644 1,644 4,149 3,334 13.42%

Samarion GmbH 1,030 1,030 576 461 13.42%

Media and Games Services AG 500 500 175 120 13.42%

Total Receivables 403,816 383,566 100,815 63,726

Annual and Sustainability

Report 2025

Verve Group SE

151

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Related parties (Trade Receivables)

Trade Receivables

in €k FY 2025 FY 2024

Verve Group Europe GmbH 2,173 862

Verve Corporate GmbH 150 150

Smaato Inc. 1,692 834

Kingsisle Entertainment Inc 356 163

Verve Group Inc 582 221

Verve Ad Solutions GmbH 832 464

Verve AR Services LLC 517 104

Vajrapani Limited 47 32

Dataseat Ltd. 253 0

Match2One AB 12 0

Jun Group Productions LLC 700 0

Total Current Receivables 7,315 2,830

Related parties (Interest Income)

Related Parties -

Interest income

in €k FY 2025 FY 2024

gamigo AG 15,728 14,635

gamigo Holding GmbH 9,675 6,868

Verve Holding GmbH 17,257 12,909

Samarion GmbH 114 107

Media and Games Services AG 56 50

Platform 161 Holding B.V. 815 755

Total Interest Income 43,645 35,323

The non-current loan receivables due from Verve Holding GmbH

amount to 177,880 €k (2024: 145,121 €k). The balance is included

in Other non-current financial assets from group companies.

Refer to the table above under Verve Holding GmbH for current

receivables and interest.

All current loans are unsecured and payable upon demand.

Interest income was recognized in the statement of compre-

hensive income.

The Company is required to measure the loss allowance for

its outstanding receivables at an amount equal to 12-months

Expected Credit Losses. The loans are expected to be settled

upon demand; therefore, the Company does not expect any

credit losses within the relevant period and no credit loss allow-

ance was recognized during the year.

10 Cash and cash equivalents

Cash and cash equivalents amounted to 8,824 €k as of December

31, 2025 (2024: 1,395 €k).

11 Shareholders’ equity

Please refer to Note 13 in the consolidated financial statements.

12 Financial liabilities

The financial liabilities are divided into the following classes:

in €k FY 2025 FY 2025

Bonds (non-current) 474,493 446,427

Interest on bonds (current) 7,602 1,431

Total 482,095 447,858

The weighted average effective interest rate is as follows:

in % FY 2025 FY 2024

Bonds 9.0 10.37

Please refer to Note 14 in the consolidated financial statements

for information on the issuance and early redemption of the

company’s bonds in 2025.

Annual and Sustainability

Report 2025

Verve Group SE

152

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

The development of financial liabilities as of December 31, 2025 is as follows:

in €k 01 Jan 25 Additions Payment Interest accretion 31 Dec 25

Bonds (non-current) 446,427 375,656 -352,598 5,009 474,494

Interest on bonds (current) 1,431 -27,972 34,142 7,602

Total 447,858 375,656 -380,570 34,142 482,095

The maturity analysis of the financial liabilities is as follows:

As of December 31, 2025

in €k up to 1 year 1 to 5 years

Bonds 0 474,493

Interest on bonds (current) 7,602 0

Total 7,602 474,493

As of December 31, 2024

in €k up to 1 year 1 to 5 years

Bonds 0 446,427

Interest on bonds (current) 1,431 0

Total 1,431 446,427

Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Company’s statement of cash flows as cash flows used in financing activities:

Liabilities Equity

Other loans and borrowings Bond Share capital/premium Total

Balance at January 1, 2025 1,431 446,427 143,605 591,463

Changes from financing cash flows

Proceeds from issuance of shares 31,452 31,452

Ordinary Capital Reduction 0

Proceeds from issuing bonds 375,656 375,656

Repayment of bonds -352,598 -352,598

Payments of other financial liabilities 0

Interest paid -27,711 -27,711

Total changes from financing cash flows -27,711 23,057 31,452 26,799

Other changes

Interest expense 33,811 0 33,811

Other changes 5,009 5,009

Total liability-related other changes 33,811 5,009 0 38,890

Balance at December 31, 2025 7,602 474,494 175,057 657,152

Annual and Sustainability

Report 2025

Verve Group SE

153

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

13 Bonds

Please refer to Note 14 of the consolidated financial statements.

14 Current provisions and accruals

Accruals recognized for the financial year 2025 amounted to

1,725 €k (2024: 393 €k).

15 Trade payables

Trade payables mainly comprise outstanding amounts for the

purchase of services as well as current costs and amounted to

341 €k (2024: 25 €k).

The Management Board is of the opinion that the carrying

amount of trade payables generally corresponds to their market

value.

16 Employees

The average number of employees in the parent company is

29 (2024: 7), of whom 10 (2024: 2) are women and 19 (2024: 5)

are men.

17 Proposed appropriation of profit

The Parent Company’s distributable funds are at the disposal of

the Board of Directors as follows:

€k

Share premium reserve 0

Retained earnings -76,267

Net earnings for the year -3,436

Total -79,702

The full amount of distributable funds will be carried forward as

the Board of Directors did not propose any dividend distribution

for the 2025 financial year.

€k

Dividend, nil 0

Balance carried forward -79,702

Total -79,702

Annual and Sustainability

Report 2025

Verve Group SE

154

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Guarantee of the board

Annual and Sustainability

Report 2025

Verve Group SE

155

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Guarantee of the board

The Board of Directors and CEO affirm that the consolidated accounts have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and provide a

true and fair view of the Group’s profit and financial position. The Annual Report has been prepared in accordance with the generally accepted accounting policies and provides a true and fair view of

the Parent Company’s profit and financial position. The statutory Board of Directors’ Report for the Group and the Parent Company provides a true and fair overview of the development of the Group’s

and Parent Company’s operations, profit and financial position and describes significant risks and uncertainty factors faced by the Parent Company and the companies included in the Group. The

Board of Directors and the CEO certify that the Sustainability Statement has been prepared in accordance with European Sustainability Reporting Standards (ESRS) and the specifications adopted

pursuant to the EU Taxonomy Regulation, as adopted by the EU.

Approved by the board of directors on April 30, 2026 and signed on its behalf by:

Tobias M. Weitzel

Chairman of the Board

Johan Roslund

Board member

Peter Huijboom

Board member

Alexander Doll

Board member

Greg Coleman

Board member

Franca Ruhwedel

Board member

Remco Westermann

CEO and Board member

Our audit report on the annual report and the consolidated accounts, and our limited assurance report on the sustainability statement have been submitted on April 30, 2026.

Deloitte AB

Christian Lundin

Authorized public accountant

Annual and Sustainability

Report 2025

Verve Group SE

156

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

$Graphics$

Auditor’s Report

Annual and Sustainability

Report 2025

Verve Group SE

157

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Auditor’s report

To the general meeting of the shareholders of Verve Group SE corporate identity number 517100-0143

Report on the annual accounts and consolidated

accounts

Opinions

We have audited the annual accounts and consolidated

accounts of Verve Group SE for the financial year 2025-01-01 -

2025-12-31, except for the corporate governance report on

page 23-31 and the sustainability report on pages 47-93. The

annual accounts and consolidated accounts of the company

are included on pages 16-154 in this document.

In our opinion, the annual accounts have been prepared in

accordance with the Annual Accounts Act and present fairly, in

all material respects, the financial position of the parent company

as of December 31, 2025 and its financial performance and

cash flow for the year then ended in accordance with the Annual

Accounts Act. The consolidated accounts have been prepared

in accordance with the Annual Accounts Act and present fairly,

in all material respects, the financial position of the group as of

December 31, 2025 and their financial performance and cash

flow for the year then ended in accordance with IFRS Accounting

Standards, as adopted by the EU, and the Annual Accounts Act.

Our opinions do not cover the corporate governance report

on pages 23-31 and the sustainability report on pages 47-93.

The statutory administration report is consistent with the other

parts of the annual accounts and consolidated accounts.

We therefore recommend that the general meeting of share-

holders adopts the income statement and balance sheet for the

parent company and the group.

Our opinions in this report on the annual accounts and consol-

idated accounts are consistent with the content of the additional

report that has been submitted to the parent company’s audit

committee in accordance with the Audit Regulation (537/2014)

Article 11.

Basis for Opinions

We conducted our audit in accordance with International

Standards on Auditing (ISA) and generally accepted auditing

standards in Sweden. Our responsibilities under those standards

are further described in the Auditor’s Responsibilities section.

We are independent of the parent company and the group in

accordance with professional ethics for accountants in Sweden

and have otherwise fulfilled our ethical responsibilities in

accordance with these requirements. This includes that, based

on the best of our knowledge and belief, no prohibited services

referred to in the Audit Regulation (537/2014) Article 5.1 have

been provided to the audited company or, where applicable, its

parent company or its controlled companies within the EU.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinions.

Key Audit Matters

Key audit matters of the audit are those matters that, in our

professional judgment, were of most significance in our audit of

the annual accounts and consolidated accounts of the current

period. These matters were addressed in the context of our audit

of, and in forming our opinion thereon, the annual accounts

and consolidated accounts as a whole, but we do not provide a

separate opinion on these matters.

Revenue recognition

Verve Group SE reports revenue of EUR 551 million for the

financial year 2025-01-01 - 2025-12-31. Verve Group SE

has multiple revenue streams from a large number of customers.

Revenues are characterized by a large volume of low value

transactions, but also instances of transactions requiring

management estimates and judgment such as determining

the period in which the revenue should be recognized.

In Note 2 the Group’s accounting principles for revenue

recognition are described and in Note 5 revenue by segment

are presented.

Our audit procedures included, but were not limited to:

• testing of relevant internal controls over revenue recognition

• testing relevant internal controls in IT systems critical for

revenue recognition,

• evaluating whether the accounting principles applied by

management for revenue are in accordance with IFRS,

• testing different revenue streams on a sample basis to ensure

appropriate revenue recognition,

• audit of expected credit losses including allowance for

expected credit losses, and

• evaluating the adequacy of disclosures related to the various

revenue streams and allowances for expected credit losses.

Valuation of goodwill and other intangible assets

Verve Group SE reports goodwill and other intangible assets of

973 €m as of December 31, 2025. On an annual basis manage-

ment impairment tests the carrying value of goodwill and other

intangible assets. The impairment assessments are complex

and require management’s estimates and judgement in deter-

mining the Group’s cash generating units, the method selected

for determining the recoverable amount as well as assumptions

used regarding future growth rates, profit margins, investment

levels and discount rates.

In Note 2 the Group’s accounting principles for impairment testing

of goodwill and intangible assets are described,and Note 6

describes the key assumptions used by management when

preparing the annual impairment assessments.

Annual and Sustainability

Report 2025

Verve Group SE

158

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Our audit procedures included, but were not limited to:

• testing relevant internal controls over key assumptions used

in the value-in-use calculation to support the carrying value

of goodwill and other intangible assets,

• assessing Verve Group SE’s principles and procedures when

preparing its impairment tests for compliance with IFRS,

• assessing the valuation methodology and valuation assump-

tions used by management with the support of our valuation

specialists,

• assessing the reasonableness of the business assumptions

used, such as management’s forecasts of future cash flows,

• testing the mathematical accuracy of the models used for

impairment testing, and

• evaluating the appropriateness of disclosures made in the

financial statements.

Other information than the annual accounts and consolidated

accounts

This document also contains other information than the annual

accounts and consolidated accounts and is found on pages

1-15, 23-31, 47-93 and 165-174. The Board of Directors and the

Managing Director are responsible for this other information.

Our opinion on the annual accounts and consolidated accounts

does not cover this other information and we do not express

any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consoli-

dated accounts, our responsibility is to read the information

identified above and consider whether the information is

materially inconsistent with the annual accounts and consoli-

dated accounts. In this procedure we also take into account our

knowledge otherwise obtained in the audit and assess whether

the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information,

conclude that there is a material misstatement of this other

information, we are required to report that fact. We have

nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing

Director

The Board of Directors and the Managing Director are responsible

for the preparation of the annual accounts and consolidated

accounts and that they give a fair presentation in accordance

with the Annual Accounts Act and, concerning the consolidated

accounts, in accordance with IFRS Accounting Standards as

adopted by the EU. The Board of Directors and the Managing

Director are also responsible for such internal control as they

determine is necessary to enable the preparation of annual

accounts and consolidated accounts that are free from material

misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated accounts,

The Board of Directors and the Managing Director are responsible

for the assessment of the company’s and the group’s ability

to continue as a going concern. They disclose, as applicable,

matters related to going concern and using the going concern

basis of accounting. The going concern basis of accounting is

however not applied if the Board of Directors and the Managing

Director intends to liquidate the company, to cease operations,

or has no realistic alternative but to do so.

The Audit Committee shall, without prejudice to the Board of

Director’s responsibilities and tasks in general, among other

things oversee the company’s financial reporting process.

Auditor’s responsibility

Our objectives are to obtain reasonable assurance about whether

the annual accounts and consolidated accounts as a whole

are free from material misstatement, whether due to fraud or

error, and to issue an auditor’s report that includes our opinions.

Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs and

generally accepted auditing standards in Sweden will always detect

a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these

annual accounts and consolidated accounts.

As part of an audit in accordance with ISAs, we exercise profes-

sional judgment and maintain professional scepticism through-

out the audit. We also:

• Identify and assess the risks of material misstatement of

the annual accounts and consolidated accounts, whether

due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinions.

The risk of not detecting a material misstatement resulting

from fraud is higher than for one resulting from error, as fraud

may involve collusion, forgery, intentional omissions, misrep-

resentations, or the override of internal control.

• Obtain an understanding of the company’s internal control

relevant to our audit in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the company’s

internal control.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by the Board of Directors and the Managing

Director.

• Conclude on the appropriateness of the Board of Directors’

and the Managing Director’s use of the going concern

basis of accounting in preparing the annual accounts and

consolidated accounts. We also draw a conclusion, based

on the audit evidence obtained, as to whether any material

uncertainty exists related to events or conditions that may

cast significant doubt on the company’s and the group’s

ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the annual

accounts and consolidated accounts or, if such disclosures

are inadequate, to modify our opinion about the annual

accounts and consolidated accounts. Our conclusions are

based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may

cause a company and a group to cease to continue as a

going concern.

Annual and Sustainability

Report 2025

Verve Group SE

159

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

• Evaluate the overall presentation, structure and content of

the annual accounts and consolidated accounts, including

the disclosures, and whether the annual accounts and con-

solidated accounts represent the underlying transactions

and events in a manner that achieves fair presentation.

• Plan and perform the group audit to obtain sufficient and

appropriate audit evidence regarding the financial information

of the entities or business units within the group as a basis

for forming an opinion on the consolidated accounts. We are

responsible for the direction, supervision and review of the

audit work performed for purposes of the group audit We

remain solely responsible for our opinions.

We must inform the Board of Directors of, among other matters,

the planned scope and timing of the audit. We must also inform

of significant audit findings during our audit, including any sig-

nificant deficiencies in internal control that we identified.

We must also provide the Board of Directors with a statement

that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought

to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with the Board of Directors,

we determine those matters that were of most significance in

the audit of the annual accounts and consolidated accounts,

including the most important assessed risks for material mis-

statement, and are therefore the key audit matters. We describe

these matters in the auditor’s report unless law or regulation

precludes disclosure about the matter.

Report on other legal and regulatory requirements

Opinions

In addition to our audit of the annual accounts and consolidated

accounts, we have also audited the administration of the Board

of Directors and the Managing Director of Verve Group SE for

the financial year January 1, 2025 – December 31, 2025 and the

proposed appropriations of the company’s profit or loss.

We recommend to the general meeting of shareholders that

the profit to be appropriated in accordance with the proposal in

the statutory administration report and that the members of the

Board of Directors and the Managing Director be discharged

from liability for the financial year.

Basis for Opinions

We conducted the audit in accordance with generally accepted

auditing standards in Sweden. Our responsibilities under those

standards are further described in the Auditor’s Responsibilities

section. We are independent of the parent company and the

group in accordance with professional ethics for accountants in

Sweden and have otherwise fulfilled our ethical responsibilities

in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinions.

Responsibilities of the Board of Directors and the Managing

Director

The Board of Directors is responsible for the proposal for

appropriations of the company’s profit or loss. At the proposal of

a dividend, this includes an assessment of whether the dividend

is justifiable considering the requirements which the company’s

and the group’s type of operations, size and risks place on the

size of the parent company’s and the group’s equity, consolidation

requirements, liquidity and position in general.

The Board of Directors is responsible for the company’s organ-

ization and the administration of the company’s affairs. This

includes among other things continuous assessment of the

company’s and the group’s financial situation and ensuring that

the company’s organization is designed so that the accounting,

management of assets and the company’s financial affairs

otherwise are controlled in a reassuring manner. The Managing

Director shall manage the ongoing administration according to

the Board of Directors’ guidelines and instructions and among

other matters take measures that are necessary to fulfill the

company’s accounting in accordance with law and handle the

management of assets in a reassuring manner.

Auditor’s responsibility

Our objective concerning the audit of the administration, and

thereby our opinion about discharge from liability, is to obtain

audit evidence to assess with a reasonable degree of assurance

whether any member of the Board of Directors or the Managing

Director in any material respect:

• has undertaken any action or been guilty of any omission

which can give rise to liability to the company, or

• in any other way has acted in contravention of the Companies

Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appropriations

of the company’s profit or loss, and thereby our opinion about this,

is to assess with reasonable degree of assurance whether the

proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with generally

accepted auditing standards in Sweden will always detect actions

or omissions that can give rise to liability to the company, or that

the proposed appropriations of the company’s profit or loss are

not in accordance with the Companies Act.

As part of an audit in accordance with generally accepted

auditing standards in Sweden, we exercise professional judgment

and maintain professional scepticism throughout the audit. The

examination of the administration and the proposed appropri-

ations of the company’s profit or loss is based primarily on the

audit of the accounts. Additional audit procedures performed

are based on our professional judgment with starting point in

risk and materiality. This means that we focus the examination

on such actions, areas and relationships that are material for

the operations and where deviations and violations would have

particular importance for the company’s situation. We examine

Annual and Sustainability

Report 2025

Verve Group SE

160

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

and test decisions undertaken, support for decisions, actions

taken and other circumstances that are relevant to our opinion

concerning discharge from liability. As a basis for our opinion on

the Board of Directors’ proposed appropriations of the company’s

profit or loss we examined the Board of Directors’ reasoned

statement and a selection of supporting evidence in order to be

able to assess whether the proposal is in accordance with the

Companies Act.

The auditor’s examination of the Esef report

Opinion

In addition to our audit of the annual accounts and consolidated

accounts, we have also examined that the Board of Directors

and the Managing Director have prepared the annual accounts

and consolidated accounts in a format that enables uniform

electronic reporting (the Esef report) pursuant to Chapter 16,

Section 4 a of the Swedish Securities Market Act (2007:528) for

Verve Group SE for the financial year January 1 – December 31,

2025.

Our examination and our opinion relate only to the statutory

requirements.

In our opinion, the Esef report has been prepared in a format that,

in all material respects, enables uniform electronic reporting.

Basis for opinion

We have performed the examination in accordance with FAR’s

recommendation RevR 18 Examination of the Esef report. Our

responsibility under this recommendation is described in more

detail in the Auditors’ responsibility section. We are independent

of Verve Group SE in accordance with professional ethics for

accountants in Sweden and have otherwise fulfilled our ethical

responsibilities in accordance with these requirements.

We believe that the evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Responsibilities of The Board of Directors and the Managing

Director

The Board of Directors and the Managing Director are responsible

for the preparation of the Esef report in accordance with the

Chapter 16, Section 4 a of the Swedish Securities Market Act

(2007:528), and for such internal control that the Board of

Directors and the Managing Director determine is necessary to

prepare the Esef report without material misstatements, whether

due to fraud or error.

Auditor’s responsibility

Our responsibility is to obtain reasonable assurance whether

the Esef report is in all material respects prepared in a format

that meets the requirements of Chapter 16, Section 4(a) of

the Swedish Securities Market Act (2007:528), based on the

procedures performed.

RevR 18 requires us to plan and execute procedures to achieve

reasonable assurance that the Esef report is prepared in a format

that meets these requirements.

Reasonable assurance is a high level of assurance, but it is not

a guarantee that an engagement carried out according to RevR

18 and generally accepted auditing standards in Sweden will

always detect a material misstatement when it exists. Misstate-

ments can arise from fraud or error and are considered material

if, individually or in aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis

of the Esef report.

The firm applies International Standard on Quality Management

1, which requires the firm to design, implement and operate a

system of quality management including policies or procedures

regarding compliance with ethical requirements, professional

standards and applicable legal and regulatory requirements.

The examination involves obtaining evidence, through various

procedures, that the Esef report has been prepared in a format

that enables uniform electronic reporting of the annual accounts

and consolidated accounts. The procedures selected depend

on the auditor’s judgment, including the assessment of the risks

of material misstatement in the report, whether due to fraud or

error. In carrying out this risk assessment, and in order to design

audit procedures that are appropriate in the circumstances,

the auditor considers those elements of internal control that

are relevant to the preparation of the Esef report by the Board

of Directors and the Managing Director, but not for the purpose

of expressing an opinion on the effectiveness of those internal

controls. The examination also includes an evaluation of the

appropriateness and reasonableness of assumptions made by

the Board of Directors and the Managing Director.

The procedures mainly include a validation that the Esef report

has been prepared in a valid XHMTL format and a reconciliation

of the Esef report with the audited annual accounts and consol-

idated accounts.

Furthermore, the procedures also include an assessment of

whether the consolidated statement of financial performance,

financial position, changes in equity, cash flow and disclosures

in the Esef report have been marked with iXBRL in accordance

with what follows from the Esef regulation.

Deloitte AB, was appointed auditor of Verve Group SE by the

general meeting of the shareholders on June 11, 2025 and has

been the company’s auditor since January 2, 2023.

Stockholm April 30, 2026

Deloitte AB

Christian Lundin

Authorized Public Accountant

Annual and Sustainability

Report 2025

Verve Group SE

161

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Auditor’s Report on The Corporate

Governance Statement

To the general meeting of the shareholders in Verve Group SE corporate identity number 517100-0143

Engagement and responsibility

It is the board of directors who is responsible for the corporate

governance statement for the financial year January 1 –

December 31, 2025 on pages 23-31 and that it has been

prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination has been conducted in accordance with FAR’s

standard RevR 16 The auditor’s examination of the corporate

governance statement. This means that our examination of the

corporate governance statement is different and substantially

less in scope than an audit conducted in accordance with

International Standards on Auditing and generally accepted

auditing standards in Sweden. We believe that the examination

has provided us with sufficient basis for our opinions.

Opinions

A corporate governance statement has been prepared.

Disclosures in accordance with chapter 6 section 6 the second

paragraph points 2-6 the Annual Accounts Act and chapter 7

section 31 the second paragraph the same law are consistent

with the annual accounts and the consolidated accounts and

are in accordance with the Annual Accounts Act.

Stockholm 30 April, 2026

Deloitte AB

Christian Lundin

Authorized Public Accountant

Annual and Sustainability

Report 2025

Verve Group SE

162

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Auditor’s limited assurance report of Verve

Group SE’s statutory sustainability statement

To the general meeting of the shareholders of Verve Group SE corporate identity number 517100-0143

Conclusion

We have conducted a limited assurance engagement of the

sustainability statement for Verve Group SE for the financial year

2025-01-01 - 2025-12-31. The sustainability statement is included

on pages 47-93 in this document.

Based on our limited assurance engagement as described in the

section Auditor's responsibility, nothing has come to our atten-

tion that causes us to believe that the sustainability statement

does not, in all material respects, meet the requirements of the

Swedish Annual Accounts Act which includes,

• whether the sustainability statement meets the require-

ments of the European Sustainability Reporting Standards

(ESRS),

• whether the process the company has carried out to identify

reported sustainability information has been conducted as

described in the sustainability statement,

• compliance with the reporting requirements of the EU's

Green Taxonomy Regulation Article 8 (EU Taxonomy).

Basis for conclusion

We have conducted the limited assurance engagement in

accordance with FAR's recommendation RevR 19 Revisorns

översiktliga granskning av den lagstadgade hållbarhetsrapporten.

Our responsibility according to this recommendation is further

described in the section Auditor's responsibility.

We believe that the evidence we have obtained is sufficient and

appropriate to provide a basis for our conclusion.

Other information than the sustainability statement

This document also contains other information than the

sustainability statement and is found on pages 1-46, 95-157 and

165-174. The Board of Directors and the Chief Executive Officer

are responsible for this other information.

Our conclusion on the sustainability statement does not

cover this other information and we do not express any form

of assurance conclusion regarding this other information.

In connection with our limited assurance engagement on

the sustainability statement, our responsibility is to read the

information identified above and consider whether the information

is materially inconsistent with the sustainability statement. In

this procedure we also take into account our knowledge other-

wise obtained in the limited assurance engagement and assess

whether the information otherwise appears to be materially

misstated.

If we, based on the work performed concerning this information,

conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing

to report in this regard.

Responsibilities of the Board of Directors and the

Chief Executive Officer

The Board of Directors and the Chief Executive Officer are

responsible for the preparation of sustainability statement in

accordance with Chapter 6, paragraphs 12-12f of the Swedish

Annual Accounts Act, and for such internal control as they

determines is necessary to enable the preparation of the

sustainability statement that is free from material misstate-

ments, whether due to fraud or error.

Other matters

Prior year’s sustainability statement has not been subject

to limited assurance procedures in accordance with FAR's

recommendation RevR 19 and consequently prior year’s

information in the sustainability statement for 2025 has not

been subject to limited assurance procedures in accordance

with that recommendation.

Auditor's responsibility

Our responsibility is to express a conclusion on whether the

sustainability statement has been prepared in accordance with

Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act

based on our review. The limited assurance engagement has

been conducted in accordance with FAR's recommendation

RevR 19 Revisorns översiktliga granskning av den lagstadgade

hållbarhetsrapporten. This recommendation requires that we

plan and perform our procedures to obtain limited assurance

that the sustainability statement is prepared in accordance with

these requirements.

The procedures in a limited assurance engagement vary

in nature and timing from, and are less in extent than for, a

reasonable assurance engagement. Consequently, the level

of assurance obtained in a limited assurance engagement is

substantially lower than the assurance that would have been

obtained had a reasonable assurance engagement been

performed. This means that it is not possible for us to obtain

such assurance that we become aware of all significant

matters that could have been identified if a reasonable assurance

engagement had been performed.

Our firm applies ISQM 1 (International Standard on Quality

Management), which requires the firm to design, implement

and operate a system of quality management, including policies

and procedures regarding compliance with ethical requirements,

professional standards, and applicable legal and regulatory

requirements.

We are independent of Verve Group SE in accordance with

professional ethics for auditors in Sweden and have otherwise

fulfilled our ethical responsibilities in accordance with these

requirements.

Annual and Sustainability

Report 2025

Verve Group SE

163

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

A limited assurance engagement involves performing

procedures to obtain evidence to support the sustainability

statement. The auditor selects the procedures to be performed,

including assessing the risks of material misstatements in the

sustainability statement, whether due to fraud or error. In this

risk assessment, the auditor considers the parts of the internal

control that are relevant to how the Board of Directors and the

Chief Executive Officer prepare the sustainability statement,

in order to design procedures that are appropriate under the

circumstances, but not for the purpose of providing a conclusion

on the effectiveness of the entity's internal control. The review

consists of making inquiries, primarily of persons responsible

for the preparation of the sustainability statement, performing

analytical review, and conducting other limited review procedures.

Our review procedures concerning the entity’s process for

identifying sustainability information to be reported included,

but were not limited to:

• Obtain an understanding of the process by:

• Performing inquiries to understand the sources of the

information used by entity, and

• Reviewing the entity's internal documentation of the process

• Evaluate whether the evidence obtained from our procedures

about the process implemented by the entity is consistent

with the description of the process set out on page 52-53 in

the sustainability statement.

The review procedures with respect to the sustainability state-

ment included but were not limited to the following:

• By inquiries obtain an understanding of the entity's control

environment, reporting processes, and information systems

relevant to the preparation of its sustainability statement,

• Evaluate whether the information identified to be material

by the entity’s the process for identifying sustainability

information to be reported, is included in the sustainability

statement,

• Evaluate whether the structure and the presentation of the

sustainability statement is in accordance with the require-

ments in ESRS,

• Perform inquiries of relevant personnel and analytical proce-

dures on selected disclosures in the sustainability statement,

• Perform substantive assurance procedures on a sample basis

on selected disclosures in the sustainability statement, and

• Perform inquiries and analytical procedures to evaluate

whether the methods, data and significant assumptions

used to make estimates in the sustainability statement are

appropriate and applied consistently.

The review procedures with respect to the EU Taxonomy included

but were not limited to the following:

• Obtain an understanding of the process to identify taxonomy-

eligible and taxonomy-aligned economic activities and the

corresponding disclosures in the sustainability statement,

• Evaluate whether the activities within the EU Taxonomy are

consistent to the financial statements and related notes,

• Evaluate processes, documentation and assessment of

eligibility and alignment with the economic activities and

technical screening criteria within the EU Taxonomy, and

• Evaluate whether the reporting is in accordance with the

requirements in EU Taxonomy.

Inherent limitations

In reporting forward-looking information in accordance with

ESRS, the Board of Directors and the Managing Director for

Verve Group SE are required to prepare the forward-looking

information on the basis of disclosed assumptions about events

that may occur in the future and possible future actions by the

entity. The actual outcome is likely to be different since antici-

pated events frequently do not occur as expected.

Stockholm, April 30, 2026

Deloitte AB

Christian Lundin

Authorized Public Accountant

Annual and Sustainability

Report 2025

Verve Group SE

164

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Reconciliation of alternative performance measures

In addition to the metrics defined under International Financial Reporting Standards (IFRS), Verve

Group uses a number of Alternative Performance Measures (APMs) to provide a more transparent

and meaningful view of the Group’s operating performance and to enhance comparability with

industry peers. These measures are not defined or specified under IFRS; instead, they reflect

management’s internal view of the underlying performance of the business by excluding items

that could distort period-over-period comparisons.

APMs are intended to supplement—rather than replace—IFRS measures and should be read

together with the Group’s IFRS-based financial statements. The presentation of APMs follows the

requirements set out in the ESMA Guidelines on Alternative Performance Measures, ensuring

consistency, clarity, and high-quality financial communication.

Purpose and Usefulness of APMs

Management believes that APMs provide stakeholders with an enhanced understanding of the

underlying operational performance of the Group; trends and developments not immediately

visible from IFRS figures; the effects of one-off items that may impact core profitability; as well as

better comparability of results across reporting periods and with peer companies

These measures also serve as key indicators for internal performance management and decision-

making.

Key Alternative Performance Measures used at Verve Group are as follows:

Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income/Loss (collectively referred as Adjusted

Net Result) are Alternative Performance Measures that exclude items management considers

non-recurring, unusual or not indicative of underlying performance. Adjusted EBITDA represents

earnings before interest, taxes, depreciation and amortization, adjusted for irregular or one-off

items. Adjusted EBIT reflects earnings before interest and taxes, similarly, adjusted for exceptional

or infrequent items. Adjusted Net Result corresponds to net income/loss after removing exceptional or

non-operational effects to present a normalized view of profitability.

During fiscal years 2025 and 2024, operational performance measures, such as EBITDA, EBIT

and net Income/loss, have been impacted by some items of non-recurring nature and/or those

that are not part of normal operating activities of Verve Group. Most of such items have been

recognized in other operating income and expenses. These adjustments include releases of earn-out

reserves, asset impairments, and other significant items disclosed in the reconciliation below.

The measure is based exclusively on amounts recognized in the IFRS financial statements, and its

calculation methodology is applied consistently across periods.

Annual and Sustainability

Report 2025

Verve Group SE

165

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

The following table represents reconciliation of measures presented in Consolidated Income Statement with adjusted results.

FY 2025, in €k Reported

• PPA

Amortisation

• Personnel

Expenses

• Legal and

Advisory costs

• Other

Expenses

• Other operating

income Adjusted

Earnings before interest, taxes, depreciation, and amortization (EBITDA) 122,122 4,857 5,273 2,110 0 134,362

% of revenue 22.2% 24.4%

Depreciation and amortization [Note 30] -53,053 17,729 -35,324

Earnings before interest and taxes (EBIT) 69,069 99,038

% of revenue 12.5% 18.0%

Financial expense [Note 31] -68,233 -68,233

Financial income [Note 31] 6,360 6,360

Earnings before taxes (EBT) 7,197 37,166

% of revenue 1.3% 6.7%

Income taxes [Note 33] -6,508 -6,508

Net result Consolidated net profit/(loss) 689 30,658

% of revenue 0.1% 5.6%

FY 2024, in €k Reported

• PPA

Amortisation

• Personnel

Expenses

• Legal and

Advisory costs

• Other

Expenses

• Other operating

income Adjusted

Earnings before interest, taxes, depreciation, and amortization (EBITDA) 128,521 3,491 10,909 6,134 -15,806 133,249

% of revenue 29.4% 30.5%

Depreciation and amortization [Note 30] -38,239 12,093 -26,146

Earnings before interest and taxes (EBIT) 90,281 107,102

% of revenue 20.7% 24.5%

Financial expense [Note 31] -64,892 -64,892

Financial income [Note 31] 6,413 6,413

Earnings before taxes (EBT) 31,802 48,624

% of revenue 7.3% 11.1%

Income taxes [Note 33] -2,998 -2,998

Net result Consolidated net profit/(loss) 28,805 45,626

% of revenue 6.6% 10.4%

The adjustments made in both fiscal years mainly arise from acquisitions (PPA amortization), restructuring measures (Personnel Expenses) as well as M&A expenses (Legal and Advisory costs) and

other non-recurring items.

Annual and Sustainability

Report 2025

Verve Group SE

166

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Definitions

Annual and Sustainability

Report 2025

Verve Group SE

167

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Definitions

Non-IFRS Measures

Key figure Definition

Net Result Total income minus operating expenses, depreciation and amortization, financial result, and taxes

EBIT Earnings before interest and taxes

EBIT Margin EBIT as a percentage of revenues

EBITDA Earnings before interest, taxes, depreciation, and amortization

Adjusted EBITDA EBITDA excluding items affecting comparability

Adjusted EBITDA Margin Adjusted EBITDA as a percentage of revenues

Equity ratio Equity as a percentage of total assets

Growth in Revenues Revenues for the current period divided by revenues for the corresponding period of the previous year

Leverage Ratio Net Interest-Bearing Debt excluding shareholder and related party loans divided by adj. EBITDA for the past 12 months

Adjusted Leverage Ratio Net Interest-Bearing Debt excluding shareholder and related party loans divided by adj. EBITDA of the group plus adjusted EBITDA from M&A for the

past 12 months

Cash Interest Coverage Ratio Adj. EBITDA divided by net cash interest expenses for the past 12 months

Net Debt Total of Interest-Bearing Debt less liquid assets

Organic Revenue Growth Organic Revenue Growth does include growth calculated on a year-over-year basis from companies being within the Company for twelve months or

more. Excluded is the revenue growth from acquisitions that have not been part of the Company in the last twelve month, and the decline from sales

stemming from closures/divestment of businesses.

Net $ Expansion Rate Gross revenue growth of existing customers in last year's current quarter compared to this year's corresponding quarter taking into account the effects

of expansion (upsell) and contraction (paused and churned customers). This analysis excludes revenue from new customers.

Annual and Sustainability

Report 2025

Verve Group SE

168

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Ad-Tech Glossary

Key figure Definition

Ad Agencies Ad agencies, also known as advertising agencies, are strategic media buying or full-service creative companies that partner with brand advertisers and

marketers to develop, plan, design, produce, and supervise ad campaigns across all platforms.

Ad Exchange Ad exchanges are real-time online marketplaces that allow participants to buy and sell ad spaces and ad impressions in the digital advertisement

space. An ad exchange is central to the advertising transaction exchange between publishers and advertisers. Using a financial analogy, ad exchanges

are to advertisements what stock exchanges are to stocks.

Ad Format The type and size of the ad that is being displayed to the user. The type can include video, banner, native ad and many more.

Ad Fraud Ad fraud is an activity that involves deceiving advertisers on the real traffic level of a website and the real interaction level with the displayed ad. There

are many ways in which this type of deception can be implemented (e.g. bots could be used to fictitiously elevate website traffic while the bots could

also be instructed to interact with the ad by way of a click).

Down the line, a cost is collected against the fictitious impression and/or interaction with the ad.

Ad Impression An ad impression occurs each time an ad is displayed to a user.

Ad Network An ad network is a third-party service that connects advertisers with websites and apps (publishers) that agree to host ads. Ad networks use real-time

bidding to buy and place ads on behalf of their clients, which can include major brands, small businesses, and everyone in between. An ad network

gives advertisers access to a wide range of potential placements for their ads. Using a financial analogy, ad networks are to ads what stockbrokers are

to stocks.

Ad Request An ad request is a request to a system for displaying an ad. More specifically, an ad request would occur when a browser or application requests an ad

from the ad server. An ad request is counted every time a mobile site or app calls the Verve Group’s platform to display an ad.

Ad Server Ad servers host a range of ads that can be displayed on a website or an application. Ad servers analyze the data provided by applications and browsers

(e.g. browser cookies, location, publisher ID, etc.) and display the appropriate ad based on the data. In addition to managing ad inventory, ad servers

provide valuable information for effective ad targeting, as well as tracking the effectiveness of an ad campaign.

Ad Space An ad space is an area on a web page or in a mobile app that is available for displaying an advertisement.

Ad Targeting Ad targeting, also known as targeted advertising, refers to the practice of reaching a particular group of consumers or audience, with specific ad

content. It is the process of matching ads with the correct end user, based on the end user’s traits, interests, and preferences. These users are typically

segmented into audience categories that display similar characteristics and who are likely to be converted when the appropriate ad is displayed to

them. Ad targeting’s ultimate goal is to increase the likelihood of the consumer interacting with the advertisement. Ad targeting plays a central role in

advertising, as it can lead to higher returns on investments for advertisers and higher revenues for publishers.

Ad-tech Advertising technology, or ad-tech, is an umbrella term that describes the tools and software advertisers use to create, manage, target and analyze

digital ad campaigns. An ad-tech company can be any company that operates in the ad-tech value chain, most relevant ones include demand-side

platforms (DSPs), data management platforms (DMPs), supply-side platforms (SSPs) and ad exchanges, amongst others.

Advertiser An individual or company promoting their product or services through a public medium. Advertisers are interested in getting the best returns on

investments on every ad dollar spend. In the ad-tech ecosystem, they sit at the opposite end of the publisher.

Application A piece of software that is downloaded to run on a mobile phone or a tablet computer, typically from an app store or from an internet site.

Auction An auction in advertising allows an ad space to be bought and sold in real-time. Consequently, advertisers can bid on ad space in a competitive

auction, providing both publishers and advertisers with an efficient way to leverage opportunities.

Annual and Sustainability

Report 2025

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169

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Ad-Tech Glossary (cont.)

Key figure Definition

Audience The audience in advertising refers to the group of people who will be exposed to the ad. Advertisers want to target their ads to users who are likely to be

interested in their product or services by understanding their audience. The audience can refer to a specific demographic, such as women aged 18-24.

Advertisers use different types of datasets to target their ads to specific audiences, e.g., they may use demographics, interests or location data,

amongst many others.

Banner Also known as “display ads,” banner advertisements are a form of graphical ads, typically including a combination of static / animated images, text, and /

or video designed to convey a marketing message or to cause the user to take an action. Banner dimensions are typically defined by width and height,

represented in pixels.

Behavioral advertising Behavioral advertising is the process of creating audience segments, by assigning each segment users who display similar browsing behavior and

activity. Each segment contains users who are likely to exhibit similar purchasing preferences and thus, the ultimate purpose of behavioral advertising

is to show a given ad to the correct end user.

Although behavioral advertising is an effective method, it generally requires (but not always) the tracking of cookies and identifiers to establish an

understanding of how users behave. Keeping track of consumer behavior is becoming increasingly challenging as data privacy concerns grow. A

recent example of the changes occurring in the privacy landscape is the update Apple brought to IDFA (identifier for advertisers), which gives Apple

users the possibility to choose whether applications can track their behavior in third-party applications. In the same update, applications must also

prompt users to opt-in (that is, authorize cross-app tracking).

IDFA is used for segmenting users and allows advertisers to perform effective ad targeting. Apple’s update has thus decreased the accuracy of ad

targeting but has, importantly, improved the privacy of its end users.

Buyer A company that contracts with a demand partner to buy ad space (inventory), such as a trading desk or ad agency.

Click Through Rate (CTR) Click Through Rate (CTR), is the percentage of ad impressions to the recorded clicks. CTR is a way of measuring the success of an online advertising

campaign. For example, if a banner ad was delivered 100 times and one person clicked on it, then the resulting CTR would be 1%. CTR typically ranges

from 0.8 – 1%.

CPC A cost per click (CPC), also known as pay per click (PPC), is a pricing model that determines the cost of an ad campaign based on the number of clicks

an advertisement receives. The click will typically direct the consumer to the advertiser’s website. CPC is calculated as CPC = Advertising cost / Number of

clicks.

CPI CPI or cost per installation is a pricing model in digital advertisement, by which the cost of an ad campaign is based on the number of installations an

advertisement generates. CPI is calculated as CPI = Ad campaign cost / Number of installations.

CPM CPM or cost per mille is the cost of reaching 1,000 ad impressions. CPM is a pricing model where you pay a certain price for 1,000 impressions your ad

receives. Advertisers often use this pricing model to create brand awareness or to promote a specific message because it is more exposure-focused

than cost-per-click. This key metric is used to compare the cost of digital advertising cross-platform and cross-format. CPM is calculated as CPM = (Ad

campaign cost / Total ad impressions) * 1,000.

Annual and Sustainability

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170

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Ad-Tech Glossary (cont.)

Key figure Definition

Conversion rate (CVR) Conversion rate or CVR is the rate of users who took a predefined action after having clicked on an ad (, the predefined action could have been defined

as ‘app-install’, in which case, the CVR would be the percentage of users who installed an application after having clicked on it). CVR is calculated as

CVR = (Number of users who took action / Number of clicks on an ad) * 100

CTV A Connected TV, or CTV, is an umbrella term that refers to any TV set that is connected to the internet and allows the user to stream video content.

A common example of a CTV device is a smart TV, but the term also encompasses any TV set that is indirectly connected to the internet, via set-top

boxes, TV sticks, or gaming consoles.

The rise of CTV has caused a massive shift in consumer trends, whereby consumers increasingly consume video programs on demand rather than

according to a predefined schedule, as it is done with cable subscriptions. This has caused many consumers to cancel their cable subscriptions for the

benefit of streaming services such as Netflix, Hulu, or Amazon Prime.

Contextual advertising Contextual advertising’s purpose is to place an advertisement in the right context, thereby increasing the chances that the ad will be displayed to the

correct user or audience. An example of contextual advertising could be audiobook services being advertised on the website of an online bookstore.

Contextual advertising is typically run from the DSP (demand-side platform), which, for example, could analyze the imagery and keywords of the

displayed content, allowing it to serve an advertisement with a similar or complementary thematic.

Contextual advertising has the same purpose as behavioral advertising, which is to improve the efficiency of ad targeting, only differing in the method-

ology to achieve this objective. The advantage of contextual advertising is that it does not rely on identifiers and cookies for ad targeting while remaining

efficient in that mission. It is therefore well suited in an industry increasingly self-conscious of data privacy issues.

Creative A creative is a digital ad that will be displayed to consumers on websites, apps, or any other digital platform. It is created by an ad designer, in accord-

ance with publisher specifications and guidelines, for the purpose of communicating a marketing message to the publisher’s audience.

A creative may consist of multiple files in various formats, such as standard images, animations, videos, etc., for the purpose of capturing the consumer’s

attention and inducing the consumer to an action or a reaction.

Data Management Data management helps marketing professionals identify, understand, and engage with high-value consumers in a more relevant and authentic way.

Demand Partner A company that purchases the ad inventory (e.g. the demand-side platform, agencies, or advertisers).

Digital Advertising The practice of using digital technologies to deliver advertisements to consumers is called digital advertising. It allows advertisers and marketers to

reach specific target audiences efficiently and rapidly.

Digital Media Digital media in the advertising industry typically refers to digital advertising assets, such as the ad or creative element. Digital media includes digital

video, banner ads, search, social media promotion, mobile banners, mobile video, digital audio, and more. It can be created, viewed, distributed, modified,

and preserved on digital devices.

Digital out-of-home (DOOH) Digital out-of-home, or DOOH, is defined as an advertisement that is displayed in public spaces. As DOOH is displayed dynamically and digitally, it

differs from classic out-of-home (OOH) advertisements such as posters.

DMP A DMP, or a data management platform, is software that collects large amounts of ad-related data from multiple sources (amongst others, the ad

server), to provide publishers and marketers with analytics. These data and analytics facilitate the segmentation of audiences into sub-groups that

display similar consumer characteristics, traits, and preferences. This allows marketers to target their ads efficiently, while publishers can maximize the

monetization of their ad space (inventory).

Annual and Sustainability

Report 2025

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171

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Ad-Tech Glossary (cont.)

Key figure Definition

DSP A DSP, or demand-side platform, is software that allows advertisers and agencies to bid on thousands of digital advertising spaces, in real-time and in

an automated fashion. The DSP is a buy-side software and is an essential part of the advertisement technology (Ad-tech) ecosystem thanks to the rise

of real-time buying (RTB) technology, which is the technology behind live auctions of ad inventory.

First-Party Data First-party data can be defined as primary data regarding a company’s audience, which was collected by and is owned by the Company. In the context

of advertising, first-party data is valuable data that is used for the purpose of displaying a certain advertisement to the correct consumer. The data can

be collected from many sources, such as CRMs, cookies, subscription emails, feedback forms, etc.

First-party data can be categorized as a direct source of data, by which the company directly gets audience data from its customers or users, as

opposed to second- and third-party data, which use indirect ways of obtaining audience data. Second-party data is typically obtained through partner-

ships that benefit both partner companies, while third-party data is bought from specialized data providers.

IAB The Interactive Advertising Bureau is an advertising business organization that develops industry standards, such as ad formats and app categories, in

addition to conducting research.

Impression The single appearance of an advertisement on a web page or a mobile app. Each time an ad loads onto a user’s screen, the ad server counts that loading as

one impression or view.

Insertion Order (IO) The insertion order is an agreement between an advertiser and a publisher, and the last step of a so-called direct deal. Once the insertion order is

signed, the publisher must display the advertiser’s ads according to certain features and specifications laid out in the insertion order. These features

are (but are not limited to), ad format, ad unit dimension, and placement, the number of impressions, starting and ending date of the agreement, etc.

Landing Page The first page an end user sees after clicking on an ad.

Media Buying Media buying is the process of purchasing advertising space. Today, media buying is typically completed digitally, which allows agencies or advertisers

to make algorithmic purchases of advertising space in real-time using computers. This is the basis of programmatic advertising.

Mobile In the marketing and advertising industry, “mobile” generally refers to the use of techniques and campaigns that specifically target audiences on

their mobile devices. Mobile is often viewed as a market sector that allows for greater engagement and connections, forming a bridge connecting the

consumer with the advertiser. In 2024, mobile represented roughly half of total media ad spend, worldwide.

Native Advertising / Native Ads Native Advertising refers to the advertising technique which blurs the lines between organic content and paid content, creating a more pleasant

experience for the targeted user. In other words, native ads blend in with the content displayed on the website or application, making it seem like part

of the main content.

Omnichannel In the context of ad-tech, an omnichannel company is one that serves ads on all digital platforms; mobile, desktop, CTV and DOOH.

Optimization In digital advertising, optimization refers to the process of changing the current inventory mix to improve a certain metric. Such metrics could be CTR,

CPC, CPA, VfM, Page Load Speed, Conversion Rate (CRO), etc.

The objective of the optimization is to increase a campaign’s potential to meet its desired object

Programmatic Buying Programmatic buying is the process of executing transparent media planning and buying using automation. In most cases, programmatic buying is

fueled by the use of advanced audience data through digital platforms such as exchanges, trading desks, and demand-side platforms (DSPs), which

helps create operational efficiency for both the buy and sell sides.

Agencies use programmatic advertising on behalf of their advertiser clients to increase marketing efficiency, helping them get more out of media budgets.

Content publishers will use programmatic advertising to get the maximum number of bids on their inventory, with the ultimate benefit of maximizing

revenue on their ad inventory.

Annual and Sustainability

Report 2025

Verve Group SE

172

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Ad-Tech Glossary (cont.)

Key figure Definition

Publisher A publisher is a company or person that owns a website, an application, or a game. Publishers represent the ‘sell-side’ in the advertisement as they own

ad space and sell this inventory to the ultimate benefit of advertisers, or any company that wants to advertise.

Real-Time Bidding (RTB) Auction of ad requests in real time, where buyers bid on available ad spaces and the highest-paying bidder wins the auction.

Rich Media Rich media is a term for interactive ads that use HTML and JavaScript. It includes advanced features like video, audio, or other elements that encourage

viewers to interact and engage with the content. Rich media ads offer an engaging way to increase the interaction of an audience with an ad.

SDK A software development kit, or SDK, is a piece of code that permits third parties to embed their technologies and services in mobile applications. In the

context of programmatic, SDK integrations allow app developers to connect their inventories with ad networks and ad exchanges around the world,

in addition to giving developers better tools to manage and monetize their inventories. While APIs work as a one-to-one communication link between

an ad platform and its specific ads, SDK offers a full package of tools. Apart from serving ads through the SDK, developers have access to advanced

features such as analytics, customization options and remote configuration.

Verve Group is working with all leading mediation and bidding platforms giving publishers various and flexible options. Thus, integration with Verve

Hybid SDK allows publishers to access a whole range of global premium demand.

Second-Party Data Second-party data is another company’s first-party data that was sold without any middlemen. In the context of advertising, this is insightful data

regarding the seller’s audience, which can thus enhance the efficiency of ad targeting.

Served (Ad) A served ad is an ad request that results in a positive response from the advertising platform (e.g. ad exchange or network), leading to the delivery of

the ad.

Smart TV A smart TV, sometimes referred to as a connected TV or hybrid TV, is a television set or set-top box with integrated internet connectivity and features

that can receive video programs through an open IP method outside of the traditional cable QAM transport. Connected TV is an example of innovative

technological convergence between computers, televisions, and set-top boxes. Well-known examples include Roku, Apple TV, Chromecast and

Samsung SmartTV.

Supply Side Platform / Sell-side

Platform (SSP)

A supply side platform, or SSP, is a technology platform with the single mission of enabling publishers to manage their ad impression inventory and to

maximize revenue from digital media.

Third-Party Data Third-party data is proprietary data collected and/or generated by data brokers who license this data to agencies, advertisers, or publishers. In the

context of advertising, this is data regarding the seller’s audience, which is useful to increase the efficiency of ad targeting.

User Acquisition User acquisition means gaining new customers for a product or a service. For example, a user interacts with an ad, which leads to an action (conversion),

signing up for a membership, downloading a game, or purchasing a product. User acquisition costs are an essential business metric for advertisers as

they seek to minimize this cost while maximizing their return on investment (ROI).

Walled Gardens Walled gardens refer to corporations that have control over their ecosystem, including applications, content, organic media, paid media and any gathered

data. Examples of walled gardens include Google, Meta, Apple and Amazon.

The complete list with all definitions can be found on our website: https://investors.verve.com/learn/adtech-glossary/

Annual and Sustainability

Report 2025

Verve Group SE

173

Introduction 3

2025 in Brief 4

Letter of the CEO 5

Letter of the Chairman 7

Business Overview 9

Board of directors report 16

Overview by Segment 21

Shareholder Information 22

Corporate governance report 23

Board of Directors 32

Leadership Team 35

Internal Control and Risk Management 36

Sustainability report 47

Financial statements 95

Financial Statements – Group 96

Notes – Group 100

Financial Statements – Parent Company 146

Notes - Parent Company 150

Guarantee of the board 156

Auditor’s report 158

Auditor’s Report on The Corporate

Governance Statement 162

Auditor’s limited assurance report

of Verve Group SE’s statutory

sustainability statement 163

Definitions 168

Non-IFRS Measures 168

Ad-Tech Glossary 169

Contact 174

Contact

Verve Group SE

Humlegårdsgatan 19 A

114 46 Stockholm

Investors@verve.com

Registration No. SE 517100-0143

Sören Barz

VP, Corporate Communications &

Strategic Initiatives

soeren.barz@verve.com

Ingo Middelmenne

Head of Investor Relations

ingo.middelmenne@verve.com

Visit our website: investors.verve.com

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