20
2
4
«
ANNUAL
REPORT
CONTENT
01 Letter from the Board of Directors
7
02 Report of the Supervisory Board
11
03 Remuneration Report
17
04 Report of the Board of Directors
23
04.1 Governance
25
Our Governance Structure
27
Comply or Explain
32
Decree Article 10 Takeover Directive (Besluit Artikel 10 Overnamerichtlijn)
34
04.2 The ad pepper Share
37
04.3 Business Activity
41
Disclaimer regarding Forward-looking Statements
43
The ad pepper Group
43
Segments of the ad pepper Group
45
Employees and Values
48
04.4 Economic Development
49
Macroeconomic Framework
51
Presentation of Earnings Position
52
Presentation of Financial and Net Asset Position
53
04.5 Risk Report
55
Foreword
57
Risk Classification
57
Operational risk
57
Strategic risk
60
Financial risk
61
Compliance risk
64
Risk Appetite
65
Evaluation of Risk Management System Effectiveness
67
Opportunities and Outlook
68
04.6 Responsibility Statement
69
05 Consolidated Financial Statements
73
06 Notes to the Consolidated Financial Statements
85
07 Statutory Financial
129
08 Other Information
145
09 At a Glance
157
10 Glossary
163
KEY FIGURES AT A GLANCE
2024
2023
Gross sales¹ (kEUR)
89,656
85,988
Revenue
21,450
21,749
Gross profit (kEUR)
20,861
20,876
Gross margin (percent) in relation to gross sales
23.3
24.3
Gross margin (percent) in relation to revenue
97.3
96.0
EBITDA² (kEUR)
2,004
24
EBIT³ Operating profit/(loss) (kEUR)
1,160
-994
EBT4 (Profit/(loss) before taxes) (kEUR)
2,908
-631
Net profit/(loss) (kEUR)
2,419
-699
Earnings per share (basic, EUR)
0.09
-0.05
Total assets (kEUR)
48,370
42,941
Shareholders’ equity (kEUR)
20,603
18,881
Equity ratio5 (percent)
42.6
44.0
Liquid funds6 (kEUR)
24,155
23,365
Number of employees (as at 31 December)
205
217
2024
2023
2024
2023
2024
2023
Gross sales
EBITDA
Liquid funds
1
Gross sales represent the total amount billed and billable to clients by the Group, net
3
EBIT (earnings before interest and taxes) is an alternative performance measure and
of discounts, VAT and other sales-related taxes. Disclosure of gross sales information
serves to present a Company’s performance while eliminating the effects of differences
is not required under IFRS; however, it is voluntarily disclosed from 1 January 2018
among local taxation systems and different financing activities.
onwards in the Consolidated Income Statement since management has concluded that
the information is useful for users of the financial statements. Please refer to Note [6].
4
Earnings before Tax.
2
EBITDA is an alternative performance measure. It is defined as earnings before
5
Shareholders’ Equity/Total Assets.
interest, taxes, depreciation and impairment losses/loss reversals on property, plant
and equipment, impairment losses on goodwill, and amortisation and impairment
6
Liquid funds is an alternative performance measure and includes cash and cash
losses/loss reversals on other intangible assets. This performance measure neutralises
equivalents and listed debt and marketable securities and securities and deposits with
the effects of the financial result along with distortions of operational performance
maturity over three months.
that result from divergent depreciation and amortisation methods and the exercise of
measurement discretion. EBITDA is EBIT plus the amortisation of intangible assets and
the depreciation of property, plant and equipment, plus impairment losses and minus
impairment loss reversals, recognised in profit or loss during the reporting period.
2024
2023
Cash and cash equivalents
24,155
19,842
2024
2023
Listed debt and marketable securities
0
3,523
Liquid funds
24,155
23,365
EBIT
1.160
-994
Depreciation & Amortisation
844
1,018
EBITDA
2,004
24
01
«
LETTER FROM THE
BOARD OF DIRECTORS
01
01
LETTER FROM BOARD OF DIRECTORS
LETTER FROM BOARD OF DIRECTORS
DEAR STAKEHOLDERS,
Strong balance sheet and financial resources
Our balance sheet is strong, and our financial resources are substantial: our cash balances are at a comfortable level, as mentioned above. Our equity
ratio is at a solid 42.6 percent, and the Company continues to have no external loans. This sets us apart from many of our peers. We plan to continue
As we reflect on the financial year 2024, we find ourselves once again navigating through a volatile environment. Our Group, along with the broader
financing our growth from our cash reserves and operating cash flow in the next financial year. Based on the strong balance sheet and the financial
market, has faced the prolonged impact of macroeconomic shifts, persistent inflationary pressure, and geopolitical complexities. Elevated costs
expectations for 2025, we therefore believe it is justified to assume that the Company’s continued existence as a going concern is assured. We
in key areas such as energy and food, carried over from the previous year, and sustained high interest rates have continued to suppress consumer
carefully review acquisitions and are more inclined to pursue them if they offer potential synergies.
confidence and spending across Europe.
At the end of the financial year 2024, the Group’s headcount stood at 205 employees, which is 12 fewer than at the end of 2023, reflecting the
In addressing these challenges, our strategic focus was twofold: to invest in emerging opportunities while simultaneously keeping our cost structure
adjustments in our operating expenses which were necessary in order to present the turn-around in the business year under review.
as lean as possible. This balanced yet bold approach is central to our ambition of transforming the Group into a stronghold of innovation and
sustainability for the future.
The financial year behind us has again not been an easy one. We would therefore like to take this opportunity to thank you, our stakeholders and
shareholders, for your perseverance and patience. A very special thank you goes to our employees and their families who have actively supported us
One example of such strategic decisions was our 2023 investment in solute Holding GmbH & Co. KG. The ad pepper Group successfully acquired
and are highly motivated in their commitment to the future of the ad pepper Group. Our thanks also go to the Supervisory Board for its constant and
24.64 percent of the Germany-based solute GmbH, a pioneer in the e-commerce sector and operator of the renowned price comparison platform
constructive support. In the light of the progress presented in this report, we can be proud of what we have achieved, and this would not have been
“billiger.de”. Here, we are aiming to secure a majority stake and believe we are making progress in that respect, which would truly represent a
possible without our many long-standing and new clients, for whom we give our best every day. Thank you for the trust you have placed in us and for
“game-changer”, not only from a business but also from a capital market point of view. As far as the potential operational benefits of the envisaged
our excellent working relationships.
transaction are concerned, the benefits are pretty much straightforward: The synergies between our businesses include complementary business
models, technological capabilities, customer relationships, and geographic reach. The acquisition of solute GmbH represents a pivotal step in
establishing a dynamic, innovative, and financially robust publicly listed leader in performance marketing and digital marketplaces.
Yours faithfully,
Turning to our financial results for the past business year, gross sales amounted to EUR 89,656k (2023: EUR 85,988k), while Group revenues totalled
The Board of Directors
EUR 21,450k (2023: EUR 21,749k). EBITDA showed an impressive turn-around and improved significantly to EUR 2,004k, which compares with EUR
ad pepper media International N.V.
24k in the previous year. The EBITDA achieved in 2024 on a Group level was once again largely driven by outstanding results from the Webgains
segment. Here, the EBITDA increased significantly from EUR 2,060k in the previous year to EUR 2,808k. Thanks to an excellent year-end rally in Q4
2024, a large portion of the EBITDA was generated in the final quarter. Cash and cash equivalents stood at EUR 24,155k (31 December 2023: EUR
23,365k), and hence near historical peak levels.
Dr Jens Körner, CEO
The development of the three operating segments in detail
Nuremberg, 30 April 2025
If we look at the performance of all individual segments, as mentioned above, Webgains’ performance stands out due to strong EBITDA contributions
in all four quarters. All in all, this segment’s revenue increased by 3.2 percent to EUR 12,355k (2023: EUR 11,968k) and its EBITDA improved to EUR
2,808k (2023: EUR 2,060k). ad agents’ revenue decreased by 6.5 percent to EUR 7,000k (2023: EUR 7,486k), however, the EBITDA of this segment
significantly improved to EUR 722k (2023: EUR 208k). Finally, the ad pepper segment saw another transition year with revenue declining by 8.6
percent to EUR 2,094k (2023: EUR 2,292k) while the EBITDA improved to EUR -273k (2023: EUR -483k).
9
02
«
REPORT OF THE
SUPERVISORY BOARD
02
02
REPORT OF THE SUPERVISORY BOARD
REPORT OF THE SUPERVISORY BOARD
DEAR SHAREHOLDERS,
effect as of 1 January of the respective year. The variable compensation component is pegged to previously agreed, measurable and controllable
targets. The target is the consolidated EBITDA budgeted for the following year. Members of the Board of Directors do not receive any guaranteed
minimum bonus payments. Variable bonuses are usually paid during the first quarter following publication of the consolidated annual results.
In the 2024 financial year, the Supervisory Board performed its duties pursuant to the law and the Articles of Association. It advised the Board of
In 2000, the ad pepper Group introduced a long-term incentive model in the form of stock option plans for employees in key positions, including
Directors on a regular basis, monitored the Board of Directors in its management of the business, and was involved in decisions of key importance
members of the Board of Directors. Company stock options become exercisable once ad pepper’s share price exceeds a certain threshold, but only
for the Company and the Group.
vest one year after issue. Option plan tranches were issued to members of the Board of Directors in 2000, 2001, 2002, 2003, 2008, 2013, 2017, 2020
and 2023. The ad pepper Group has no pension obligations to members of the Board of Directors.
Meetings in 2024
The total sum and structure of the Board of Directors’ compensation are designed to enable the Company to attract and retain suitably qualified
executives. The compensation structure, pension scheme payments, and other financial obligations are designed to promote the Company’s medium
The Supervisory Board held four meetings in 2024. Moreover, we collectively and individually interacted with the CEO and with the senior
to long-term interests. The details of the compensation structure disclosed in this Annual Report reflect the size of the Company and take into
management outside the formal Supervisory Board meetings. The Chairman of the Supervisory Board and the CEO met regularly for bilateral
consideration the fact that the Board of Directors currently consists of only one member (see Note 39). Consequently, the Supervisory Board did not
discussions virtually and in person about the progress of the Company on a variety of matters. The Supervisory Board meetings were well
conduct a scenario analysis whereby different performance assumptions and corporate actions were examined. The compensation policy is expected
attended in 2024 with an attendance rate of 100 percent of each Supervisory Board member. On 26 November 2024 the audit committee reported
to remain largely unchanged in 2025.
to the Supervisory Board on the functioning, and the development of the relationship with the external auditor. The Board of Directors kept the
Supervisory Board informed about the status of discussions around the development and implementation of the strategy for 2024 and beyond.
The Supervisory Board discussed the status of the implementation with the Board of Directors in its meetings and also discussed it with the
Composition of the Supervisory Board
senior management on a regular basis, e.g. after a meeting of the Supervisory Board. The Supervisory Board discussed the manner in which the
Board of Directors implemented the long-term value creation strategy, i.e. improving our financial performance, and the principal risks associated
The profile and composition of the Supervisory Board as a whole must be aligned with the profile and strategy of the Company. The Supervisory
with it and hence complied with 1.1.3 of the Dutch Corporate Governance Code (“Code”). The Supervisory Board approved the financial planning
Board strives for a balanced distribution of specific expertise in relation to the business activities, strategy and long-term goals of the Company.
for 2024 and discussed (potential) acquisitions with the Board of Directors, e.g. further acquisitions of stakes in solute Holding GmbH & Co
Each member of the Supervisory Board must be capable of assessing the broad outline of the Supervisory Board’s overall policy objectives. Given the
KG. Topics discussed also included annual and interim results, technological developments, the organisation of sales and marketing activities,
size of the Company, the profile of the Supervisory Board provides, that the Supervisory Board, shall at least have three members. Since the General
Corporate Governance, investor relations, compensation and human resources. The Supervisory Board also met and engaged EY Accountants B.V.
Meeting of Shareholders held on 19 May 2020 the Supervisory Board has consisted of four members. One Supervisory Board member holds long-
appointed as independent auditor for the financial year 2024 by the Annual General Meeting of Shareholders (the “General Meeting”) held on 18
term share positions. The current composition of the Supervisory Board is as follows:
June 2024 and discussed the outcome of the 2023 audit procedures on 22 March 2024.
• Michael Oschmann (male, born 1969; German citizen)
In addition, the Supervisory Board discussed the general and financial risks of the business and the findings of an assessment of the internal risk
Supervisory Board Chairman throughout the entire financial year up to and including 31 December 2024
management and control systems. Consistent with the requirements of the Dutch Corporate Governance Code, the work of the Supervisory Board and
Graduate in Business Administration, Managing Director of Telefonbuchverlag Hans Müller GmbH & Co. KG, Nuremberg
of the Board of Directors, as well as the work of the individual members of both boards, was discussed in the absence of the members of the Board
Supervisory Board member since 10 January 2000; appointed until General Meeting 2025
of Directors.
• Thomas Bauer (male, born 1963; German citizen)
The evaluation of the Supervisory Board is carried out by following a detailed questionnaire. The review and discussion included reviews of the
Supervisory Board member throughout the entire financial year up to and including 31 December 2024
composition and expertise of the Supervisory Board, its time management, its effectiveness, its dynamics and succession planning, as well as its
CEO of Apotheker Walter Bouhon GmbH, Managing Director of Thomas Bauer GmbH, Nuremberg
organisation and meeting procedures, provision of information and performance of the Chairman and the individual members. The evaluation has
Supervisory Board member since 20 March 2013; appointed until General Meeting 2027
shown that the Supervisory Board is functioning well and will continue to also regularly discuss its own effectiveness and value for the Company. The
evaluation of the Board of Directors is based on an individual evaluation and discussion of its strength and weaknesses among the members of the
• Dr Stephan Roppel (male, born 1964; German citizen)
Supervisory Board, including core abilities, risk assessment, business culture and human resources management.
Supervisory Board member throughout the entire financial year up to and including 31 December 2024
Supervisory Board member since 20 March 2013; appointed until General Meeting 2028
As in previous years, the Supervisory Board decided to be informed in greater detail by the management of each business unit (who attended the
meetings of the Supervisory Board in rotating order) – among other things – about technical matters, clients, market trends and, once a year, by a
• Dagmar Bottenbruch (female, born 1960; German and US citizen)
Dutch law firm about the requirements of the Dutch Corporate Governance Code.
Supervisory Board member throughout the entire financial year up to and including 31 December 2024
General Partner of Segenia Capital Management GmbH, Frankfurt/Main
Supervisory Board member since 19 May 2020; appointed until General Meeting 2028
Remuneration of the Board of Directors (see also Remuneration Report)
The required Dutch gender diversity quota of 30 percent within the Supervisory Board is currently not met. In case of new appointments, the required
In accordance with the Company’s Articles of Association in their current version, the compensation paid to members of the Board of Directors is
quota will be taken into consideration.
determined by the General Meeting following submission of corresponding proposals by the Supervisory Board. The Board of Directors’ compensation
consists of fixed and variable components. Variable compensation consists of annual performance-based payments (bonus), as well as long-term
incentives such as stock options. The fixed compensation component is regularly determined in January/February of each year with retrospective
13
14
02
02
REPORT OF THE SUPERVISORY BOARD
REPORT OF THE SUPERVISORY BOARD
Corporate Governance
The Supervisory Board is a separate corporate body that is independent of the Board of Directors. Its independent character is also reflected in
the requirement that members of the Supervisory Board can be neither a member of the Board of Directors nor an employee of the Company. In
accordance with best practice provision 2.1.10 of the Dutch Corporate Governance Code, the Supervisory Board declares that the independence
ad pepper media International N.V. is a Company under Dutch law with subsidiaries in various countries. All business activities are performed
requirements in best practice provisions 2.1.7 to 2.1.9 have been fulfilled, except that one of its members, Michael Oschmann, is not independent
in accordance with Dutch company law and German capital market law, in particular the German Securities Trading Act (WpHG) as well as the
pursuant to best practice provision 2.1.8 vii. because he holds (indirectly) more than 50 percent in the Company. On 30 March 2018, the Supervisory
Market Abuse Regulation (MAR) according to (EU) No. 596/2014. Common shares are admitted to trading on the Prime Standard of Frankfurt Stock
Board formed an audit committee currently consisting of Michael Oschmann, Dr Stephan Roppel and Thomas Bauer (Chairman). The Supervisory
Exchange. The Supervisory Board is committed to increasing shareholder value in the interests of all shareholders and has always set the highest
Board is aware of the fact that the ad pepper Group does not have an internal audit function and has discussed this with the Board of Directors. The
standards for the Company’s Corporate Governance principles. Although, consistent with its proprietary guidelines, the Company generally applies
Supervisory Board came to the conclusion that due to the size of the Company and the size of the Supervisory Board, the Company currently does not
the requirements laid down in the Dutch Corporate Governance Code, deviations may nevertheless occur on account of the legal requirements
need an internal audit function, which may change in the future, however, depending on further Company growth. The Supervisory Board reviews
applicable to the ad pepper Group. In the Governance section of this Annual Report, the ad pepper Group reports in detail on compliance with the
annually the need to establish an internal audit function.
Dutch Corporate Governance Code.
The Supervisory Board has played a key role in supporting ad pepper Group’s growth strategy during the year, as defined by the Board of Directors.
Unqualified independent auditor’s report on the Financial Statements
We have assisted in evaluating acquisitions and refining the long-term value creation strategy. On behalf of the Supervisory Board, I would like to
express our appreciation to all ad pepper employees for their efforts and achievements throughout 2024.
The independent auditor EY Accountants B.V. audited the Consolidated Financial Statements of ad pepper media International N.V. for the 2024
financial year and issued an unqualified independent auditor’s report.
For the Supervisory Board
The Consolidated Financial Statements, the Report of the Board of Directors and the independent auditor’s report were made available to the
Michael Oschmann,
Supervisory Board for review. Meetings were held between the Company’s audit committee and the auditor, who presented their audit plan, key
Supervisory Board Chairman
findings of their audit and answered related questions. The Supervisory Board acknowledged and approved the findings of the audit. The Supervisory
Board acknowledged and approved the audit results.
Nuremberg, 30 April 2025
On 30 April 2025, the Supervisory Board discussed and approved the Consolidated Financial Statements prepared by the Board of Directors for the
2024 financial year.
15
03
«
REMUNERATION
REPORT
03
03
REMUNERATION REPORT
REMUNERATION REPORT
General
Severance payment
The remuneration system is based on three pillars: firstly, a periodically
The performance-based variable remuneration consists of two parts;
paid remuneration designed to attract, retain and motivate the members
a lump-sum part in the range of EUR 70k – EUR 110k based on the
The Supervisory Board carefully studied the Dutch Act aimed to
of the Board of Directors as top-tier managers of an international
Company reaching the pre-set EBITDA target and a variable part, which is
If the current CEO’s service agreement is terminated by the Company
implement the Shareholder Rights Directive, as adopted by the
company in a fast-moving commercial environment. Secondly, a clear
a percentage of EBITDA (starting from the first EUR). The pre-set Group-
without cause, the CEO is entitled to receive 75 percent of the base
Dutch Senate in November 2019, to identify any potential gap in
performance-based remuneration and a highly detailed assessment
EBITDA target for 2024 was partly reached and, as a result, based on the
salary (i.e. without any performance-related components to which
our remuneration policy. The current remuneration policy has been
based on ambitious internal financial targets ensure the focus is on
performance in 2024, a bonus amounting to EUR 142k was awarded.
he would be entitled for the remainder of the term of his service
accepted during the 2024 General Meeting.
the Company’s goal of profitable growth on a long-term basis. Thirdly,
agreement). No severance payment shall be made if the service
a stock option-based remuneration system that promotes a strong,
The remuneration of the Board of Directors complied with the
agreement is terminated early at the initiative of the CEO, or in the event
The Supervisory Board is also mindful of the recommended changes
long-term equity culture and, in this way, helps align the interests of
remuneration policy.
of seriously culpable or negligent behaviour on the part of the CEO.
to remuneration disclosure that form part of the Guidelines to the
shareholders, management and other stakeholders.
Shareholder Rights Directive. These changes are intended to drive
In line with the Dutch Corporate Governance Code, the members of the
Medium- and long-term performance-related
greater transparency and consistency of reporting regarding executive
The present remuneration policy also takes account of the identity,
Board of Directors are appointed for a period of four years. The CEO’s
variable remuneration (stock options)
remuneration and may result in further updates to our remuneration
mission and values of the Company and public support, by designing
current term ends on 31 December 2026.
disclosure in the Remuneration Report once the Guidelines are
the policy and its implementation in such a way that the members of
finalised. During the 2024 General Meeting, the Remuneration Report
the Board of Directors receive a remuneration that is in accordance with
The Company aims for a business policy which takes into account the
Change of control
received a positive advisory vote of 100 percent. No questions were
the identity of the Company, with the main focus being the creation of
interests of the shareholders and its other stakeholders. The Company
raised concerning its contents and none of our shareholders expressed
long-term value for all stakeholders involved in the Company. In doing
wishes to promote commitment of the members of the Board of
any concern about the clarity or transparency of the Remuneration
so, an explicit focus is placed on the social context and the society
Directors to build the shareholders’ value on a long-term basis. The
In the event of a change of control, the CEO has the option of
Report. Based on the positive advisory vote and the absence of any
of which the Company is a part, taking into account the required
Company may therefore introduce one or more stock option plans
extraordinary termination of his employment contract for a period of
shareholder feedback, we have not proposed any changes to the
competitiveness of the Company.
for the members of the Board of Directors, which may or may not be
12 months after the change of control takes effect. In the event of
structure and contents of the Remuneration Report this year.
linked to the performance of the Company. The exercise price of the
extraordinary termination of his contract, the CEO is entitled to receive
stock options, the number of stock options and the other terms and
payment of compensation amounting to his respective annual target
Periodically paid fixed remuneration (base salary)
The 2024 remuneration report will be submitted to the 2025 General
conditions shall be laid down in the stock option plans. Three new
income through to the end of the contractually agreed term, amounting
Meeting for their advisory vote.
stock option plans were granted in 2023 for Supervisory Board and key
to a minimum of 150 percent of his current annual target income. A
The members of the Board of Directors receive a fixed base salary,
staff members as well as the CEO. The number of options granted to
change of control in this respect arises when a shareholder gains
In the absence of a remuneration committee, the Supervisory Board
which is payable in twelve equal monthly instalments. The fixed
the CEO under the 2023 plan amounted to 187,500, of which 46,875
control over the Company as defined by Paragraph 29 of the German
in its entirety evaluates the remuneration policy on a routine basis to
remuneration is determined by the Supervisory Board, usually within
options have been exercised in 2024. No stock option plans were
Securities Acquisition and Takeover Act (WpÜG), i.e. acquisition of at
review its efficiency and effectiveness in supporting ad pepper’s long-
the first three months of each calendar year and with retrospective
granted in the year 2024.
least 30 percent of the voting rights in the Company.
term strategy compared to relevant market practices and adjusts if and
effect as of 1 January of that year. The fixed remuneration is typically
where appropriate. On an annual basis, the Supervisory Board sets the
increased in line with the inflation rate, but the Supervisory Board may
Other benefits
Loans
performance targets for the members of the Board of Directors, reviews
decide otherwise.
their performance against these predetermined targets and determines
the remuneration and benefits in line with contractual terms. The
According to the Company’s Articles of Association, the Company
Members of the Board of Directors and Supervisory Board have not
Performance-based variable remuneration (bonus)
structure of the remuneration package for the Board members is
shall indemnify each (former) member of the Board of Directors
been granted any loans.
designed to balance incentives for short-term operating performance
who was or is involved, or threatens to become involved, in his/her
with incentives for long-term sustainable value creation while taking
The bonus payment for the members of the Board of Directors is
capacity as (former) member of the Board of Directors, as a party to
Clawback Provisions
into account the interests of shareholders and other stakeholders.
determined by the Supervisory Board. Consistent with the Board of
any past, present or anticipated future actions or proceedings of any
The remuneration policy is clear and understandable, focuses on long-
Directors remuneration policy, the Supervisory Board can choose from a
nature whatsoever, against all conceivable financial loss or harm that
term value creation for the Group, and takes into account the internal
number of financial as well as non-financial targets to use as measure
he/she has in fact and in all reasonableness suffered in connection
Performance-based variable remuneration is subject to clawback
pay ratios within the Company. The full policy can be found on the
for performance-based variable remuneration. For 2024, in-line with
with the actions or proceedings. In addition, the Company has taken
provisions pursuant to Dutch law.
Company’s website.
the service agreement entered into with the Board of Directors, the
out insurance cover for them, such as personal accident insurance and
Supervisory Board decided to use earnings before interest, taxation,
directors and officers (D&O) insurance.
depreciation and amortisation (EBITDA) as sole measure. By using
EBITDA, the Supervisory Board has opted for a key performance indicator
Other benefits may include but are not limited to life insurance,
(KPI) that more closely reflects the Company’s ability to generate
disability insurance, long-term health care insurance, company vehicle
operating cash flows.
(with the tax on the pecuniary benefit from personal use being payable
by the member concerned), cell phone usage and contributions to
private pensions. The ad pepper Group has no pension obligations
towards members of the Board of Directors.
19
20
03
03
REMUNERATION REPORT
REMUNERATION REPORT
Total Director’s remuneration,
Five-Year Comparison
Remuneration in Share Options to Board of Directors and members of Supervisory Board
broken down into its various components
The main conditions of stock option plans
Information regarding the reported financial year
Annual change
2020
2021
2022
2023
2024 2024
Plan
Grant date
Share
Exercise
Number
Number
Number
Number
Number
J. Körner,
J. Körner,
vs
vs
vs
vs
vs
options
price (EUR)
of options of options of options of options
of options
CEO (2024)
CEO (2023)
2019
2020
2021
2022
2023 kEUR
granted
outstanding
awarded
forfeited
exercised outstanding
kEUR
kEUR
Director’s
01/01/2024
2024
2024
2024
31/12/2024
Fixed remuneration
remuner-
Board of
Base salary
299
299
ation
Directors
Other benefits¹
20
20
J. Körner,
J. Körner
BoD 2023
01/2023
187,500
1.86
187,500
0
0
46,875
140,625
CEO
+29%
-18%
-48%
32%
10%
425
Variable remuneration
Remuner-
On-year variable
142
0
Supervisory
ation of the
Board
Multi-year variable²
-36
68
Supervisory
S. Roppel
SB 2017
04/2017
10,000
1.9751
5,000
0
5,000
0
0
Extraordinary items
0
0
Board
-8.33% +9.10%
+0%
+0%
+0%
24
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
Pension expenses
0
0
Company's
performance
T. Bauer
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
Total remuneration
425
387
EBITDA
+87%
-33%
-71%
-98% >100% 2.003
D. Bottenbruch
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
Proportion of fixed and
variable remuneration3
75%/25%
82%/18%
Year
An employee equity-participation programme involving 30,000 options was granted for Supervisory Board members (“Executive SOP 2017 SB”). The
cost of the programme over the entire period was EUR 16k. The remaining 5,000 options have been forfeited with maturity of the plan on 11 April
1
Contributions to private pension plan and health insurance.
2019
2020
2021
2022
2023 2024
2
Board of Directors holds SOP which are measured at the end of each reporting period at
2024.The options granted under the SB 2017 plan expire 7 years after granting. The options grant the right to purchase shares at the exercise price
the fair value, see also Note [38].
(EUR 1.9751). These options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being granted.
3
Higher share of 2024 variable remuneration is driven by the significantly higher EBITDA
Average
The options forfeit, if the holder terminates his employment contract with the Company for whatever reason, or if the employment contract is expiring
achieved in 2024, see also table “Five-Year comparison”.
employee
and will not be prolonged by the parties. The options also forfeit, if the Company terminates the employment contract for an important reason or if a
remuneration
69
66
55
54
72
82
The amounts shown in the tables are those recognised in profit or loss
member of the Supervisory Board resigns. The options granted under the SB 2023 and BoD 2023 plan expire 7 years after granting. The options grant
during the reporting period. Income resulting from the share-based
Ratio CEO
the right to purchase shares at the exercise price (EUR 1.86). These options may be exercised over a period of four years at 25 percent each year, but
and average
payments is due to the decreased fair value of the cash-settled stock
at the earliest one year after being granted. The options forfeit, if the Company terminates the employment contract for an important reason.
employee
8.6
11.7
11.8
6.2
5.4
5.2
option plan and the corresponding adjustment of the liability through
*
profit or loss.
In the financial year 2024 0 shares (2023: 0 shares) have been issued in relation to exercise of the aforementioned rights.
Employees of
the company
11
13
12
15
14
12
**
Supervisory Board Compensation
2024
2023
*Pay ratios peaked during the pandemic (relatively high EBITDAs/pay-outs to CEO) and are
back to pre-pandemic levels since 2022.
EUR
EUR
**ad pepper media International N.V.
Michael Oschmann
6,000
6,000
Thomas Bauer
6,000
6,000
The average employee remuneration is obtained by dividing the total
personnel expenses as stated in the notes of the respective Company’s
Dr Stephan Roppel
6,000
6,000
Annual Report (after subtracting the CEO’s remuneration) by the
Dagmar Bottenbruch
6,000
6,000
reported average number of Full Time Equivalents (“FTE”) (minus one).
Total remuneration for members of the Supervisory Board amounted to EUR 24k in the past financial year (2023: EUR 24k). The annual amount paid to
Supervisory Board members is unchanged for at least five years.
21
22
04
«
REPORT OF THE
BOARD OF DIRECTORS
04.1
«
GOVERNANCE
04.1
04.1
GOVERNANCE
GOVERNANCE
OUR GOVERNANCE STRUCTURE
Members of the Board of Directors are appointed by the General
The Supervisory Board passes its resolutions, inside as well as outside
Furthermore, General Meetings shall be held in the event referred to in
Meeting, subject to the right of the Supervisory Board to make a binding
meetings, with an absolute majority of the votes of all the members
Article 2:108a of the Dutch Civil Code and as often as a member of the
nomination to appoint a Board of Directors member in accordance with
of the Supervisory Board in office. In the event of an equal division of
Board of Directors or a Supervisory Board member considers it necessary.
the relevant best practice provisions of the Dutch Civil Code and the
votes, the Chairman of the Supervisory Board has the casting vote.
Corporate information
articles of association (the “Articles of Association”). Since 28 February
The resolutions proposed in the agenda were adopted at the General
2017, the Company’s Board of Directors consists of one “Director”
The Chairman of the Supervisory Board determines the agenda and
Meeting of ad pepper media International N.V. held in Amsterdam on
ad pepper media International N.V. is a “naamloze vennootschap”
(Chairman of the Board of Directors and CEO). The CEO has powers to
chairs the meetings of the Supervisory Board, monitors the proper
18 June 2024. In all, 11,128,188 voting rights, or 50.70 percent of the
(N.V.), a Dutch limited liability Company, and is the parent Company
represent the Company. However, in addition to the cases that legally
functioning of the Supervisory Board, arranges for the adequate
issued share capital were represented at the General Meeting.
of the ad pepper Group (the “Group”). The Company’s registered
require the approval of the Supervisory Board, certain resolutions of
provision of information to the members of the Supervisory Board and
office address is Frankenstrasse 146, 90461 Nuremberg, Germany. Its
the Board of Directors as laid out in the rules governing the internal
acts on behalf of the Supervisory Board as the main contact for the
Alongside the presentation of the annual financial statements for the
registration number with the Dutch trade register is 27182121.
organisation of the Board of Directors also require approval of the
Board of Directors. Important topics and upcoming decisions are also
2023 financial year, key agenda items also included the discharge of the
Supervisory Board. Resolutions of the Board of Directors that require
dealt with in regular discussions and meetings between the Chairman
members of management and the Supervisory Board, the re-election
The Company’s Corporate Governance structure is based on the
the approval of the Supervisory Board are only adopted after the
of the Supervisory Board and the CEO. The Chairman of the Supervisory
of Dagmar Bottenbruch and Dr Stephan Roppel as members of the
requirements of Dutch corporate law, the Dutch Act on Financial
Supervisory Board has given its approval to such proposed resolution.
Board informs the other members of the Supervisory Board regularly
Supervisory Board, the adoption of the Supervisory and Management
Supervision and the Dutch Corporate Governance Code (the “Code”).
on the outcome of his discussions and meetings. He also initiates the
Board’s remuneration policy as well as the authorisation to buy back
Dutch law provides that a member of the Board of Directors of a Dutch
evaluation of the functioning of the Supervisory Board and the Board
treasury stock.
The Company has a two-tier board structure consisting of a Board of
public limited liability Company may not participate in the adoption
of Directors. All members have had sufficient time available for their
Directors and a Supervisory Board. It is in the interest of the Group and
of resolutions (including deliberations in respect hereof) if he or she
duties relating to their membership of the Supervisory Board. Their
all of its stakeholders that there is a clear division of responsibilities
Proposed appropriation of the
has a direct or indirect personal interest conflicting with the interests
availability for ad hoc calls, prompt response on emails and the fact
between the Board of Directors, the Supervisory Board and the General
result for the financial year 2024
of that Company or its enterprise. Pursuant to the Board of Directors
that the members prepared the meetings well, regardless of their
Meeting in a well-functioning system of checks and balances.
by-laws, each member of the Board of Directors must immediately
attendance at the meetings, and actively participated in the meeting
report any (potential) personal conflict of interest to the Supervisory
discussions, demonstrate that they were all able to devote adequate
The Board of Directors, with the approval of the Supervisory Board,
In this section, we address our overall Corporate Governance, and
Board and to the other members of the Board of Directors and must
attention to the Company.
proposes to allocate the result for the financial year 2024 amounting
provide information on our compliance with the best practice provisions
provide all information relevant to the conflict. The Board of Directors
to EUR 2,419k to the accumulated deficit without payment of dividend.
of the Code. Occasional deviations from the Code are explained and
by-laws provide detailed rules under which circumstances a conflict of
On 10 December 2019, the Supervisory Board formed an audit committee
The financial statements reflect this proposal.
information on the reasons for any such deviations are provided at
interest of a member of the Board of Directors exists and determines
currently consisting of Michael Oschmann, Dr Stephan Roppel and
the end of this section. In the event of any substantial changes to the
that the Board of Directors member may not be present at the meeting
Thomas Bauer (Chairman). No changes occurred in the year under review.
Corporate Governance structure of the Company and its compliance with
Long-term value creation and Sustainability
discussing such matters. During 2023, no conflicts of interest were
the Code, the shareholders shall be informed at the General Meeting.
reported. There were furthermore no transactions as referred to in the
General Meeting
best practice provisions 2.7.4 and 2.7.5.
By bringing together three individual, strong segments in the area of
performance marketing – each focused on advising, supporting and
Board of Directors
At least one General Meeting shall be held each year, at the latest
enabling its clients in their digital marketing strategy – and further
Supervisory Board
six months after the close of the financial year. The agenda and the
developing these assets into relevant players, the Company focuses
The Board of Directors is entrusted with the management of the
explanatory notes to the agenda are published in advance and posted
on above-market-average organic growth of these existing business
Company, which means that, among other responsibilities, it defines
The Supervisory Board should supervise the policies carried out by
on the Company’s corporate website. The explanatory notes to the
lines and expanding the footprint of new services and products offered
the strategic direction, establishes the policies, and manages the
the Board of Directors and the general affairs of the Company and its
agenda contain all relevant information with respect to the proposed
by those segments. Our long-term strategy is to maximise value for
Company’s day-to-day operations under the supervision of the
affiliated enterprise. In doing so, the Supervisory Board should also focus
resolutions. All resolutions are made on the basis of the “one share,
our shareholders and other stakeholders and create a strong cash
Supervisory Board. The members of the Board of Directors collectively
on the effectiveness of the Company’s internal risk management and
one vote” principle. The General Meeting reviews the Annual Report
flow generation by driving relative market share leadership with
manage the Company and are accountable to the Supervisory Board
control systems and the integrity and quality of the financial reporting.
and decides on adoption of the financial statements and the dividend
profitable growth and exceeding customer expectations. We are
and to the General Meeting. In performing its duties, the Board of
It offers advice to the Board of Directors. In discharging its duties, the
proposal, as well as on the discharge of the members of the Supervisory
committed to innovating for a better tomorrow for our customers,
Directors is guided by the interests of the Company and its enterprise.
Supervisory Board has regard for the interests of the Company and the
Board and the Board of Directors. The Board of Directors may add other
employees, communities, and society as a whole. As mentioned
The Board of Directors follows its own rules determined in the profile
business enterprise connected with it. The Supervisory Board meets at
items to the agenda of the General Meeting.
above, macroeconomic headwinds resulted in declining revenues and
of the Board of Directors, which defines responsibilities, competencies
least four times a year and whenever a majority of its board members
lower profitability in the past financial year. However, we successfully
and decision-making processes.
or its Chairman considers this to be necessary. Resolutions of the
The Board of Directors shall be obliged to convene a General Meeting
navigated our Company through another unprecedented financial year,
Supervisory Board may, instead of at a meeting, be passed in writing
if one or more of the persons with meeting rights who alone or jointly
and although we did not meet our financial targets, we successfully
The Board of Directors provides the Supervisory Board with information
– including by telegram, facsimile or telex transmission, or in the form
represent(s) at least 10 percent of the issued share capital request(s)
sharpened our profile as one of the leading performance marketing
in a timely manner and, if necessary, consults with the Supervisory
of a message transmitted by any accepted means of communication
this in writing, stating the issues to be discussed. An extraordinary
companies in Europe and therefore believe that 2024 has also
Board on important matters and submits certain important decisions to
and received or capable of being produced in writing – provided that all
General Meeting may be convened by the Supervisory Board or the
contributed to the Company´s long-term value target.
the Supervisory Board for approval.
Supervisory Board members are familiar with the resolution to be passed
Board of Directors if deemed necessary.
and none of them objects to this decision-making process.
27
28
04.1
04.1
GOVERNANCE
GOVERNANCE
Internal audit function
During 2024, we continued to increase our focus on environmental,
and believes it contributes positively to the way we evaluate situations
the Supervisory Board of ad pepper concerning the acquisition by ad
social and governance topics. A key milestone in this context is
and make decisions. The more we utilise the differences between us
pepper of the interest in solute. This has been discussed and disclosed
the EU Corporate Sustainability Reporting Directive (CSRD), which
and the more we can cooperate and learn from each other, the stronger
during Supervisory Board meetings accordingly.
The Supervisory Board annually reviews the need to establish an
requires large companies to disclose more extensive information on
we will be as a company that serves a highly diverse society and
internal audit function and following these discussions makes a
environmental, social, and governance aspects. However, according
stakeholders. The Supervisory Board and the Board of Directors are
No other conflicts of interest were reported in the 2024 financial year.
recommendation to the Board of Directors. Considering the current
to the latest proposals by the European Commission, the current
fully aware that both boards currently lack gender diversity; we do not
size of the operations of the Company and taking into account its risk
legislation does not impose a sustainability reporting obligation on
have an even distribution of seats between men and women and we do
profile, the Supervisory Board advised to the Board of Directors that it
Insider trading policy
our company. We are closely monitoring these developments and will
not have a formalized diversity policy. We will take greater board-level
does not deem it necessary to create an internal audit function.
continue to engage in voluntary sustainability initiatives.
gender diversity into account for future appointments, as required by
law, without compromising our commitment to hiring the best qualified
The ad pepper Group has a strict Code of Conduct on insider trading. The
Auditor
Given that we are not subject to CSRD reporting requirements, we have
individuals for positions. In any future vacancies that arise, however,
insider trading policy with regard to inside information and securities
not established a dedicated ESG reporting team. However, we remain
gender diversity will subsist to be one of the criteria in the selection
trading was first adopted by the Board of Directors in 2016. This
committed to responsible business practices and continue to integrate
process, and the Company shall continue to strive towards achieving a
policy is publicly available on the Company’s website. In accordance
The independent auditor is appointed by the General Meeting. The
relevant ESG considerations into our operations where applicable.
diverse composition of its boards within the coming years.
with applicable law and regulations (including the EU Market Abuse
Supervisory Board can nominate a candidate for this appointment, for
Regulation), the Company maintains insider lists and exercises controls
which purpose the Board of Directors advises the Supervisory Board.
EU Taxonomy is a cornerstone of the EU’s sustainable finance
In the Netherlands, an important milestone was reached on 1 January
around the dissemination and disclosure of potentially price-sensitive
The compensation of the independent auditor and any commissioning
framework and an important market transparency tool. It helps direct
2022. With effect from this date, new legislation became effective
information. Transactions in the Company’s shares carried out by the
of the external auditor must be approved by the Supervisory Board
investments to the economic activities most needed for the transition
to achieve a more balanced ratio of seats between men and women
Board of Directors and the Supervisory Board members (including their
following consultation with the Board of Directors. The independent
to a low-carbon economy, in line with the European Green Deal
on the supervisory boards of publicly traded companies and large
closely associated persons) are as and when required notified to the
auditor is required to attend the General Meeting and the Supervisory
objectives. The Taxonomy is a classification system that defines criteria
companies. While the obligations arising from the legislation applies
Dutch Authority for the Financial Markets (AFM), in accordance with
Board meeting at which the independent auditor’s report on its audit of
for economic activities that are aligned with a net zero trajectory by
to large companies only (and the Company did not fall under the
the applicable provisions of the EU Market Abuse Regulation.
the financial statements is discussed.
2050 and the broader environmental goals other than climate. It is a
respective criteria in the past financial year) and the Supervisory Board
key part of the EU Corporate Sustainable Reporting Directive (CSRD).
had only one female member in the financial year under review, we
Substantial shareholdings
Statement by the Board of Directors
take good note of the recent changes to the Code and aim for a higher
(Dutch Corporate Governance Code)
Under the Taxonomy, economic activities that qualify as environmentally
share of female members in the Company’s key roles. For instance,
sustainable are those that: (i) contribute substantially to any one of six
the Company’s so-called Executive team, which consists of employees
Shareholders owning 3 percent or more of the issued share capital of
environmental objectives using science-based criteria; (ii) cause no
in key positions across all segments, already consists in 2024 of 45
a listed company (a substantial shareholding or short position) must
For the purpose of complying with best practice provision 1.4.3 of the
significant harm to any of the other environmental objectives; (iii) ensure
percent female members, representing a 5 percent increase compared
report this to the AFM as soon as this threshold is reached or exceeded.
Code the Board of Directors believes that, to the best of its knowledge:
compliance with minimum social safeguards and (iv) meet the technical
to 2023. We aim to maintain this level and strive to further increase it
Subsequently, notifications to the AFM must be made as soon as a
eligibility screening criteria that have been set by the Commission.
(e.g., to 50 percent) in the long term.
substantial shareholding or short position reaches, exceeds or falls
• the Company’s internal risk management and control organisation
Companies must disclose specific KPIs – revenue, capital expenditure
below set thresholds. The thresholds are 3 percent, 5 percent, 10
provides reasonable assurance that its financial reporting does not
(capex) and operating expenditure (opex) – which indicate the portion of
percent, 15 percent, 20 percent, 25 percent, 30 percent, 40 percent, 50
contain any errors of material importance;
Conflicts of interest
their economic activities which are environmentally sustainable.
percent, 60 percent, 75 percent and 95 percent of the company’s issued
• the internal risk management and control processes in relation to
share capital. Shareholder’s disclosures can be inspected in the register
financial reporting functioned properly in 2024;
We believe our commitment to conducting business in an
Under the criteria set out in the Dutch Corporate Governance Code,
kept by the AFM, and for the ad pepper Group the shareholdings as at
• the report provides sufficient insights into failings, if any (no failings
environmentally sustainable way, as described in this section, enables
three of the four current members of the Company’s Supervisory Board
31 December 2024 are also disclosed on page 34 of this Annual Report.
in 2024), in the effectiveness of the internal risk management and
the Group to make a broader contribution to the EU’s environmentally
count as independent. Michael Oschmann, Supervisory Board Chairman
control systems;
sustainable objectives. It should be noted that the Taxonomy is subject
of the Group, is not counted as independent in this respect as he is
• the aforementioned systems provide reasonable assurance that the
Publication requirements under German law
to periodic revisions, which in the future may define a separate
Managing Director of EMA Electronic Media Advertising International
financial reporting does not contain any material inaccuracies;
category and specific technical qualification criteria for performance-
B.V., which holds more than 10 percent of the Company’s share capital.
• based on the strong balance sheet it is justified that the financial
marketing activities.
In accordance with Section 26 (1) WpHG, the Company, in its capacity
reporting is prepared on a going concern basis; and
During financial year 2024, ad pepper negotiated with additional
as a so-called domestic issuer (“Inlandsemittent”) under the German
• the report states those material risks and uncertainties that are
shareholders of solute Holding GmbH & Co. KG (“solute”), with one
Securities Trading Act, must publish any shareholding notifications
relevant to the expectation of the Company’s continuity for the
Diversity
representing a so-called related party according to Dutch corporate
under Dutch law immediately, but no later than three trading days
period of twelve months after the preparation of the report.
law. Michael Oschmann, the Chairman of the Supervisory Board of
after receiving them, via qualified media outlets. The Company
We aim for diversity at every level. We do not see diversity as
ad pepper, holds (i) an indirect interest of 50.53 percent in the share
must also transmit the notice to the German Federal Financial
The Board of Directors is responsible for the establishment and
merely a matter of gender or ethnicity but also of personality, skills
capital of ad pepper and (ii) participating interests in excess of 20
Supervisory Authority (BaFin) and to the German Company Register
adequate functioning of a system of governance, risk management and
and knowledge. We need men and women, people from different
percent in one of the potential selling entities. Therefore, Michael
(“Unternehmensregister”).
internal controls in the Company. It reports on and is accountable for
backgrounds and cultures. The ad pepper Group values this diversity
Oschmann did not and will not participate in the decision-making in
internal risk management and control systems to the Supervisory Board
and its Audit Committee.
29
30
04.1
04.1
GOVERNANCE
GOVERNANCE
The Company has implemented a risk management and internal controls
Periodically paid fixed remuneration (base salary)
his/her capacity as (former) member of the Board of Directors, as a
Principle 1.3 Internal audit function
designed to ensure that strategic objectives are met by creating focus,
party to any past, present or anticipated future actions or proceedings
integrating management control over the Company’s operations,
The base salary of the members of the Board of Directors is determined
of any nature whatsoever, against all conceivable financial loss or harm
Given the size of the Company and its risk profile, the Company does
ensuring compliance with applicable laws and regulations and by
on an annual basis by the Supervisory Board. The fixed remuneration
that he/she has in fact and in all reasonableness suffered in connection
not have an internal audit function of its own. Nevertheless, the Board
safeguarding its assets and the reliability of its financial reporting and
is determined by the Supervisory Board, usually within the first three
with the actions or proceedings.
of Directors and the Supervisory Board may implement internal audits
its disclosures. The Company’s risk management approach is embedded
months of each calendar year and with retrospective effect as of 1
on a case-by-case decision using internal and external resources. As
in its periodic business planning and review cycle and forms an integral
January of that year. The fixed remuneration is typically increased in line
Other benefits may include but are not limited to life insurance,
in 2023, this has not occurred during 2024. The Company thus does
part of business management.
with the inflation rate, but the Supervisory Board may decide otherwise.
disability insurance, long-term health care insurance, Company vehicle
not fully comply with best practice provisions 1.3.1, 1.3.2, 1.3.3, 1.3.4,
and cell phone usage.
1.3.5, 1.3.6 and 2.6.4 of the Code.
With respect to financial reporting a structured self-assessment and
Short-term performance-related variable remuneration (bonus)
monitoring process is used Company-wide to assess, document, review
In general, the Company, its subsidiaries and the companies whose
Principle 2.1 Composition and size
and monitor compliance with internal control over financial reporting.
Due to the business environment of the Company, it is difficult to link the
financial details are consolidated by the Company shall not grant
variable remuneration to previously determined and influenceable long-
loans, advances or guarantees to members of the Board of Directors,
It should be noted that the above does not imply that these systems and
term targets. The short-term variable remuneration for members of the
but the Supervisory Board may resolve that the Company shall do so
Provision 2.1.1. states that the Supervisory Board should strive for a
procedures provide certainty as to the realisation of operational and
Board of Directors should in principle consist of an annual performance-
if the Supervisory Board deems that the granting of loans, advances or
diverse composition with respect to nationality, age, gender, and
financial business objectives, nor can they prevent all misstatements,
related bonus. The bonus is determined by the Supervisory Board on the
guarantees is in the interest of the Company.
educational and work background and should define specific targets
inaccuracies, errors, fraud and non-compliance with rules and regulations.
basis of measurable and controllable targets such as the Company’s
to achieve this. The Supervisory Board believes that both the Board
income before taxation (i.e. EBITDA to be more precise) or other financial
During 2024, the Company was in compliance with the remuneration
of Directors and the Supervisory Board are and will be composed in
or operational targets, as determined by the Supervisory Board.
policy.
such a manner that the combination of experience, expertise and
Remuneration Policy
independence of its members satisfies the requirements set out in its
(see also chapter Remuneration Report)
profile. We believe that the composition of our boards allows them to
Medium- and long-term performance-related
properly and effectively carry out their duties. Our focus for new board
General
variable remuneration (stock options)
members is on experience and education instead of explicit gender,
COMPLY OR EXPLAIN
age or nationality diversity targets. We therefore do not comply with
The remuneration and the contracts between the Company and the
The Company aims for a business policy which takes into account the
best practice provision 2.1.1 of the Code. Finally, Michael Oschmann,
members of its Board of Directors are determined by the Supervisory
interests of the shareholders and its other stakeholders. The Company
Chairman of the Supervisory Board of the Group, cannot be regarded as
Board within the scope of the remuneration policy that has been
wishes to promote commitment of the members of the Board of
independent as he (indirectly) holds more than 50 percent in the capital
Introduction
adopted by the General Meeting.
Directors to build the shareholders’ value on a long-term basis. The
of the Company.
Company may therefore introduce one or more stock option plans
The Corporate Governance structure and compliance with the Code is
The objective of the remuneration policy is to attract, retain and
for the members of the Board of Directors, which may or may not be
According to provision 2.1.5 and 2.1.6 the Company should have a
the joint responsibility of the Board of Directors and the Supervisory
motivate the members of the Board of Directors as top-tier managers
linked to the performance of the Company. The exercise price of the
Diversity and Inclusion (D&I) policy for the enterprise and should
Board. They are accountable for this responsibility to the General
of an international Company in a fast-moving commercial environment,
stock options, the number of stock options and the other terms and
explain the D&I policy and the way in which it is implemented in
Meeting. We continue to seek ways to improve our Corporate
while protecting and promoting the objectives of the Company and
conditions shall be laid down in the stock option plans.
Practice. ad pepper had 205 employees at the end of the business
Governance by measuring it against international best practice. The
shareholders’ value.
year under review and may introduce such policies at a later stage, i.e.
Code was last amended on 20 December 2022. The new Code took
when the Group has grown big enough.
effect on 1 January 2023 and can be found at www.mccg.nl.
Remuneration payable in instalments
The remuneration for the members of the Board of Directors may
consist of the following items:
Non-application of specific best practice provisions is not per se
The members of the Board of Directors have entered into part-time
Principle 2.2 Appointment, succession and evaluation
considered objectionable by the Code and may well be justified because
• Periodically paid remuneration (fixed base salary)
employment contracts with the Company. Upon dismissal of a member
of particular circumstances relevant to a company. In accordance with
• Short-term performance-related variable remuneration (bonus)
of the Board of Directors, the Company is in principle obliged to pay
Members of the Supervisory Board are appointed for a term of four
Dutch law, we disclose in our Report of the Board of Directors the
• Medium- and long-term performance-related
his/her fixed and variable salary and other benefits for the remaining
years and can be reappointed. The Company has adopted a policy of
application of the Code’s best practice provisions. To the extent that we
variable remuneration (stock options)
term of the contract, but the Supervisory Board is authorised to deviate
remaining open to the possibility that a Supervisory Board member will
do not apply certain best practice provisions, we state the reasons. We
• Other benefits
from this principle.
be reappointed after the maximum term contained in provision 2.2.2
take a positive view of the Code and apply most of the best practice
due to his or her great knowledge of the Company and high level of
provisions.
involvement. In addition, the Supervisory Board will retire by rotation
Other benefits
and may be reappointed in order to ensure that the lowest possible
The following provides an overview of exceptions that we have identified:
number of Supervisory Board members retire from the Board at the
The Company shall indemnify each (former) member of the Board of
same time. The latter is not posted on the Company’s website. The
Directors who was or is involved, or threatens to become involved, in
Company therefore does not comply with best practice provisions 2.2.2
31
32
04.1
04.1
GOVERNANCE
GOVERNANCE
and 2.2.4. The Company does not have a selection and appointment
Principle 3.1 Remuneration policy – Management Board
Principle 3.4 Accountability for implementation
amounts to EUR 1,159,662 (31 December 2023: EUR 1,159,662) and
committee and does not comply with provision 2.2.5. As the Supervisory
of remuneration policy
is divided into 23,193,244 (31 December 2023: 23,193,244) common
Board currently has just four members, the number of committees must
In deviation of best practice provision 3.1.2 of the Code, options
bearer shares with a nominal value of EUR 0.05 (31 December 2023:
be reduced to the minimum required.
granted to members of the Board of Directors under stock option plan
The existing contract with the Board of Directors does not contain any
EUR 0.05) each.
do not contain performance conditions and can be partly exercised after
extraordinary elements; the remuneration essentially consists of fixed
a period of one year. Although deviating from the Code, the Company
and variable remuneration. In the event of more complex contracts
Obligation of shareholders to
Principle 2.3 Organisation of the Supervisory Board and reports
believes that the structure of the stock option plans serves its purpose
being concluded in the future, the Company will consider publishing a
disclose share ownership
to retain members of the Board of Directors and to align the interests of
disclosure on its website.
If the Supervisory Board considers it necessary, it can, according to
shareholders, management, Board of Directors and other stakeholders.
the Company’s Articles of Association, install committees from among
In addition, the Supervisory Board did not conduct scenario analyses
The AFM has to be notified of major shareholdings in respect of the
its members, such as an audit committee, remuneration committee,
whereby the impact of different performance assumptions and
Principle 4.2 Provision of information
Company in accordance with the Financial Market Supervision Act
and a selection and appointment committee and shall draw up a set
corporate actions on variable remuneration of the Board of Directors
(Wet op het financieel toezicht) and the Ordinance to Disclose Major
of regulations for each committee. The Supervisory Board consists
was examined. The Supervisory Board concluded this is not necessary
While the Company focusses on the corporate calendar that covers
Shareholdings and Capital Investments in Institutions Issuing Securities
of four members. The Company decided to not form a remuneration
due to the simple structure of variable compensation.
all publication dates and planned conferences and will update
(Besluit melding zeggenschap en kapitaalbelang in uitgevende
committee and a selection and appointment committee, and it is instead
investor presentations posted on the Company’s website whenever
instellingen).
the collegiate responsibility of the Supervisory Board to prepare the
new information is available so that no single investor can gain an
decision-making of the Supervisory Board and perform the tasks of these
Principle 3.2.1 Remuneration committee proposal
information advantage, due to the size of the Company and owing
Due to the listing of the shares on the German Frankfurt Stock Exchange,
committees as set out in the Code, unless stated otherwise herein.
to the large number of meetings not every single meeting with or
the Company must also in its capacity as a so-called domestic issuer
A remuneration policy has been implemented and approved by the
presentation to analysts, investors and institutional investors can be
(“Inlandsemittent”) under the German Securities Trading Act publish
The Company does therefore not fully comply with best practice
General Meeting. However, given the size of the Company and the
made available to follow in real time. The Company also does not post
any shareholding notifications under Dutch law immediately, but no
provisions 2.3.2, 2.3.3, 2.3.4 and 2.3.5. The Supervisory Board, due to
Supervisory Board, a remuneration committee has not been and is not
a policy on bilateral contacts with the shareholders on its website. This
later than three trading days after receiving them, via qualified media
its size, did not nominate a vice-chairman and does therefore not fully
intended to be established.
is in deviation from best practice provisions 4.2.2 and 4.2.3.
outlets in accordance with Section 26 (1) WpHG and article 17 MAR
comply with best practice provisions 2.3.6 and 2.3.7.
respectively. The Company must also transmit the notice to the German
Federal Financial Supervisory Authority (BaFin) and to the German
Principle 3.2.3 Severance payments
Company Register (“Unternehmensregister”).
Principle 2.4 Decision-making and functioning
DECREE ARTICLE 10 TAKEOVER
The compensation paid in the event of dismissal of Mr Körner may
Share ownership as at 31 December 2024*:
Due to its size, the Supervisory Board did not nominate a vice-chairman
exceed one year’s salary, however, severance pay will not be awarded if
DIRECTIVE (BESLUIT ARTIKEL 10
and does therefore not fully comply with best practice provision 2.4.3.
the agreement is terminated early at the initiative of the Board member,
OVERNAMERICHTLIJN)
Shares
Shares
or in the event of seriously culpable or negligent behaviour on the part
of the member of the Board of Directors. In the event of his contract
Number
Percentage
Principle 2.6 Misconduct and irregularities
being terminated without cause as defined by the applicable law, the
EMA Electronic Media
Company would remain obliged to compensate such member for the
Introduction
Advertising International B.V.
9,486,402
40.90
The Company has no plans to establish “whistleblower” guidelines
remaining term of his employment agreement. The Company believes
Treasury stock
1,242,128
5.36
governing the reporting of misconduct by Company employees. Given
that the contractual arrangement is well justified due to the long tenure
In accordance with Article 10 of the Takeover Directive (Dertiende
the Company’s small size, there are short lines of communication and
of this board member. The Company does therefore not comply with
Euro Serve Media GmbH
1,641,786
7.08
Richtlijn), companies with securities that are admitted to trading on
the Board of Directors is highly involved in the day-to-day business
best practice provision 3.2.3. See also page 35 “Payments to employees
a regulated market are obliged to disclose certain information in their
Free float
10,822,928
46.66
and employees already have the possibility of reporting suspected
on termination of employment in connection with a public takeover bid”.
board reports. This obligation has been implemented in Dutch law
Total
23,193,244
100
irregularities at the Company on a general, operational and informal
through Decree Article 10 Takeover Directive. The Group must disclose
level without jeopardising their legal position. The Company
certain information that might be relevant for companies considering
therefore does not fully comply with best practice provision 2.6.1.
Principle 3.3 Remuneration Supervisory Board
*Table shows shareholders holding >3 percent in the Company’s share capital.
making a public offer with respect to the Group. The information that
However, a Code of Conduct, setting out business principles for our
the Group is required to disclose, including a corresponding explanatory
employees and rules of conduct, was adopted in 2007 which allows
Supervisory Board members have been granted stock options, e.g.
section, is presented below.
for the possibility of anonymously reporting concerns about actual or
under the newly issued 2023 plan. The Company does not comply with
Appointment and dismissal of
suspected non-compliance with the Company’s standards stipulated
best practice provision 3.3.2 of the Code and deems this appropriate
members of the Board of Directors
in its Code of Conduct.
given the size of the Group and long-term involvement of the members
Capital structure
of the Supervisory Board. Furthermore, the grant of 18,000 options for
The members of the Board of Directors are appointed on the basis
three Supervisory Board members (i.e. excluding the Chairman of the
The Company has only one class of shares (ordinary shares) which
of a binding nomination by the Supervisory Board. Where no binding
Supervisory Board) in connection with the 2023 plan is regarded to be
carry equal rights. As at 31 December 2024, the issued share capital
nominations have been made, the General Meeting is free to select.
more symbolic rather than part of a regular remuneration.
33
34
04.1
04.1
GOVERNANCE
GOVERNANCE
Amendments to Articles of Association
The General Meeting may at any time resolve that the list of candidates
is not binding by adopting a resolution passed with an absolute
majority of the votes cast, representing more than one-third of the
The Articles of Association may only be amended by a resolution of the
issued capital. If at least an absolute majority of the valid votes cast
General Meeting in response to a proposal submitted by the Board of
supports the resolution to render the nomination non-binding, but the
Directors with the approval of the Supervisory Board. Where the Board
required quorum of one-third of the issued capital is not represented,
of Directors has not submitted any such proposal, any resolution to
then this resolution may nevertheless be adopted at a second meeting
amend the Articles of Association may only be adopted with a majority
to be convened. At such meeting, the resolution may then be adopted
of at least two-thirds of the votes validly cast in a meeting in which at
with at least an absolute majority of the valid votes cast, but without
least three quarters of the issued share capital is represented.
any quorum requirement.
Buyback of treasury stock by the Company
The General Meeting may at any time suspend or dismiss any member
of the Board of Directors. The Supervisory Board is entitled to suspend
any member of the Board of Directors and is obliged to notify the
On 18 June 2024, the General Meeting authorised the Board of
member of the Board of Directors in writing and without delay of
Directors for a period of 18 months to buy back stock shares up to a
this suspension, stating the reasons for such move. Furthermore, the
maximum amount of 50 percent of the share capital outstanding at that
Supervisory Board is then obliged to convene a General Meeting to
time. The purchase price per share must amount to no less than 80
pass a resolution either on lifting the suspension of the member of the
percent and no more than 120 percent of the opening share price on the
Board of Directors or on the member’s dismissal.
date of the respective buyback.
No shares have been bought back in the financial year 2024 (2023: nil
Shareholders’ agreement on limitations
shares).
on exercise of voting rights
Payments to employees on termination
Each share issued by the Company entitles its bearer to one vote. There
of employment in connection with
are no special statutory rights attached to the shares of the Company
a public takeover bid
and no restrictions on the voting rights of the Company’s shares exist.
There is also no employee participation in capital that does not allow
employees to directly exercise their controlling rights. As far as is
In the event of a change of control, there is the option of extraordinary
known to the Group, there is no agreement involving a shareholder of
termination for Mr Körner 12 months after the change of control
the Group that could lead to any restriction on the transferability of
takes effect. In the event of extraordinary termination of his contract,
shares or of voting rights on shares.
Mr Körner is entitled to receive payment of compensation amounting
to his respective annual target income through to the end of the
contractually agreed term, amounting to a minimum of 150 percent of
Appointment and suspension of
his current annual target income. A change of control in this respect
Supervisory Board members
arises when a shareholder gains control over the Company as defined
by Paragraph 29 WpÜG, i.e. acquisition of at least 30 percent of the
The General Meeting appoints Supervisory Board members and
voting rights in the Company.
is entitled at any time to suspend or dismiss any Supervisory Board
member. The appointment, dismissal, or suspension of a Supervisory
Board member is decided by the General Meeting by way of an absolute
majority of votes cast. The Supervisory Board consists of no fewer than
three members, including a Chairman, who will retire by rotation as
defined in writing by the Supervisory Board and may be reappointed
in line with the respective legal requirements. In principle, the lowest
possible number of Supervisory Board members should retire from the
Board at the same time.
35
36
04.2
«
THE AD PEPPER SHARE
04.2
04.2
THE AD PEPPER SHARE
THE AD PEPPER SHARE
THE AD PEPPER SHARE
Furthermore, article 28(2) of the Articles of Association provides that
The ad pepper share started the year with a share price of EUR 2.44
the Board of Directors, after approval from the Supervisory Board, is
which also represented the annual high. The ad pepper share for a
authorised to exclude or restrict pre-emption rights with regard to the
better part of the past year oscillated around the EUR 2.0 mark and
issue of shares in the Company.
finally closed at EUR 1.98 as per end of 2024.
Capital structure
As of 31 December 2024, the Company held 1,242,128 own shares
The Company’s shares are traded on the Prime Standard of the
Shareholder Engagement
(2023: 1,242,128).
Frankfurt Stock Exchange under the symbol “APM” and the ISIN code
NL0000238145.
The Board of Directors values the insight gained from shareholder
Key share figures
engagement and places significant importance on maintaining close
2024
2023
The authorised share capital of the Company amounts to EUR
relationships with shareholders, taking account of and responding to
4,000,000, divided into 80,000,000 shares, with a par value of EUR
Outstanding shares*
23,193,244
23,193,244
their views. The Group’s CEO and investor relations team communicate
0.05 each. Article 28(1) of the Company’s articles of association
on a regular basis with shareholders and analysts and endeavour to
Market capitalisation (in EUR)
45.92m
56.59m
(the “Articles of Association”) provides that the Board of Directors,
facilitate open engagement. In 2024, frequent investor meetings
after approval from the Company’s Supervisory Board, is authorised
Year end (in EUR)
1.98
2.44
were held. The Group has an investor relations website at www.
to issue ordinary shares in the Company up to the point that the
adpeppergroup.com where all regulatory news as well as other
Year high (in EUR)
2.44
2.62
issued share capital of the Company reaches EUR 2,000,000. As per
information on the ad pepper Group is available. We aim to maintain
Year low (in EUR)
1.66
1.84
end of 2024 the Board of directors is still authorised to issue up to
strong dialogue with our shareholders and regularly collect feedback.
16,806,756 new ordinary shares with a nominal value of EUR 0.05
Please contact ir@adpepper.com.
each (2023: 16,806,756).
*Total number of issued shares less own shares.
Share price performance in past 12 months (Xetra)
3.00
3.00
2.75
2.75
2.44
2.50
2.50
2.25
2.25
2.00
2.00
1.75
1 . 7 5
1.66
1.50
1.50
1.25
1.25
1.00
1.00
January
February
March
April
May
June
July
August
September
October
November
December
January
39
40
04.3
«
BUSINESS ACTIVITY
04.3
04.3
BUSINESS ACTIVITY
BUSINESS ACTIVITY
DISCLAIMER REGARDING
The ad pepper Group focuses on long-term value creation through
organic growth in its existing businesses, while also evaluating
FORWARD-LOOKING
inorganic growth opportunities through value-accretive acquisitions.
STATEMENTS
The Group is divided into three reporting segments, which work in close
cooperation with the holding company and operate independently in the
marketplace: ad pepper (performance marketing company), ad agents
(digital marketing agency) and Webgains (affiliate marketing network).
This report of the Board of Directors includes forward-looking
The holding company assumes responsibility for the transfer of know-
statements that are based on management estimations, which are
how between the segments, the strategic focus, as well as financing
valid at the time when this management report was prepared. Such
and liquidity as part of the overall governance and administration of
statements relate to future periods, or are characterised by terms
the Group. The ad pepper Group’s overall strategy is to support and
such as “expect”, “forecast”, “predict”, “intend”, “plan”, “estimate”
strengthen each segment individually, as each business has its own
and “anticipate”. Forward-looking statements can entail risks and
distinctive culture, clients, product range and regional focus. All three
uncertainties. Many such risks and uncertainties are determined
business segments offer their clients performance-based solutions.
by factors that cannot be influenced by the ad pepper Group. As
This means that the advertiser only pays if there are measurable
a consequence, actual results may differ significantly from those
results (completion of specific actions). The most common models in
described below.
performance-based marketing are: CPM (cost-per-mile), CPC (cost-per-
click), CPL (cost-per-lead) and CPA (cost-per-acquisition).
The ad pepper Group also offers a broad range of services, such as
consulting and the development of strategies for the use of digital
THE AD PEPPER GROUP
Digital performance
technologies, the design, implementation and execution of digital
marketing
marketing and communication solutions as well as consulting on digital
media strategies and digital media technologies and tools. The ever-
ad pepper media International N.V. is the holding company of one of
increasing importance of digital processes for businesses leads to an
Europe’s leading international performance marketing groups. Founded
increase in the corresponding budgets, and the vast amounts of data
in 1999, the ad pepper Group is one of the pioneers in the online
thus generated require thorough analysis (preferably in real time). To be
marketing business. With eleven offices in Germany, Italy, France,
successful in the field of digital marketing, companies therefore need to
Spain, Switzerland, Poland, the United Kingdom and the Netherlands,
develop competencies that go beyond an effective allocation of digital
Lead generation
Digital marketing agency
the ad pepper Group develops performance marketing solutions for its
media spend across multiple channels and managing the respective
Audience targeting
customers around the world.
campaigns. And they need help to achieve this. It is therefore not
Germany / Switzerland
surprising that – in some areas of our business – the ad pepper Group is
Germany / Spain
The ad pepper Group operates in the highly dynamic digital commerce
competing more and more with well-known strategy and IT consultancies
Affiliate network
market, which is characterised by dynamic growth in both consumer
that offer consulting services in the digital marketing space.
and advertising expenditure. Channels such as social media, search,
UK / Germany / France / Spain / Italy / Netherlands / Poland
video and mobile – to name just a few – continue to expand their
market share.
The ad pepper Group provides services for large corporations and major
SMEs based in Europe and abroad. Our clients operate primarily in the
“Trade & Consumer Goods“, “Financial Services“, “Telecommunications
& Technology“ and “Transport and Tourism“ sectors. The ad pepper
Group strives for long-term client relationships and has been working
with some of its clients for more than a decade.
43
44
04.3
04.3
BUSINESS ACTIVITY
BUSINESS ACTIVITY
SEGMENTS OF THE
Webgains
Taking local conditions into account, ad pepper is able to optimise
Furthermore, Webgains has recently launched the Affiliate Discovery
campaigns for the target markets. Whether working with an agency
product to create smarter connections, as well as The Tag for
AD PEPPER GROUP
or a direct client, the aim is always to deliver the best possible
Webgains has been part of the ad pepper Group since 2006. Today,
seamless integration of technology partners.
result. What sets ad pepper apart from its competitors? Many years
the registered and approved affiliate network serves over 1,800
of experience – and iLead. This unique platform enables the agency
clients worldwide, from start-ups to global brands, in more than 170
The current strategy focuses on a service-oriented and performance-
to generate customised campaigns that are adapted to the specific
global markets. When it comes to designing local and international
differentiated approach. By investing in talent and technology,
ad pepper
markets of their clients in next to no time. And the iLead platform was
campaigns, Webgains not only benefits from its strong publisher
Webgains has created the optimum blend of human and artificial
developed in-house. With the help of iLead, over 30,000 campaigns
network, but also from the extensive experience of over 100 highly
intelligence. High-tech advances make it easy to quickly roll out
The Group’s success story began with ad pepper in 1999. As a
have been successfully launched and managed worldwide and millions
motivated experts with excellent market knowledge, which they
scalable, international campaigns. Meanwhile, customers can count
leading performance marketing company, ad pepper specialises in
of qualified leads have been generated.
continuously develop. Webgains became the world’s first certified
on outstanding data security at all times and benefit from near real-
lead generation and targeting specific audiences. ad pepper works
B-corp affiliate Network in 2023, balancing globally aligned standards
time performance reporting.
with its clients to develop online marketing strategies for over 50
Offices: Nuremberg / Madrid
with hi-performance and profits.
countries worldwide and uses the latest technologies for each project.
Offices: Nuremberg / Madrid / Bristol /
Whether at the local, national or international level, ad pepper helps
Thanks to partnerships with over 250,000 publishers, Webgains’
London / Paris / Milan / Amsterdam / Warsaw
its customers meet their goals by developing the most efficient online
clients have access to one of the world’s leading, performance
marketing strategies for their budget.
affiliate marketing networks, offering the widest possible reach.
Iñigo Abrisqueta
Susanne Pilz
Iñigo Abrisqueta
Ami Spencer
Samuel Rodman
Chief Executive Officer
Managing Director
Chief Executive Officer
Chief Operating Officer
Chief Technology Officer
ad pepper Spain
ad pepper Germany
Webgains
Webgains
Webgains
45
46
04.3
04.3
BUSINESS ACTIVITY
BUSINESS ACTIVITY
ad agents
EMPLOYEES AND VALUES
As a full-service performance marketing agency, ad agents has a sixth
• Respect for people. We respect people, honour diversity, and treat
sense for trends, extensive experience and transparent reporting
each other fairly. These are the cornerstones of our culture and key
ad agents joined the ad pepper Group in 2007. Today, it is one of
structures. They advise and support national and international
to our ability to work successfully as a global team.
Germany’s most successful online and performance marketing
companies from virtually every industry who partner with ad agents to
• Integrity. We operate with the highest standards of honesty and
A total of 205 employees work in the three business segments at
agencies – and for a good reason. Their strategies are as unique
create exceptional and successful performance marketing campaigns.
responsibility – as individuals and as a corporation – to be a role
December 2024 which is 12 less compared to the figure at the end
as their personalised consulting and support services, which are
model through our business practices, community involvement and
of December 2023 (217). While headcount in the Webgains segment
always optimised to suit the situation and the specific requirements
Exceptional quality always pays off: ad agents is a certified Google
environmental stewardship.
has been slightly increased, we had to adjust our workforce in all
of ad agents’ clients. ad agents maintains an overview of the entire
Premier Partner, Microsoft Advertising Elite Agency as well as a
• Our customers’ success. We ensure our customers’ continuous
remaining segments in order to present a turn- around in the business
digital advertising market and adapts its comprehensive service
Meta (Platform) Business Partner and maintains strong partnerships
success by forging deep relationships founded on our commitment
year under review.
portfolio accordingly, thus supporting its clients with planning
with leading-edge technology providers.
to meeting their diverse technology needs and a shared passion
and implementing efficient and effective online and performance
for excellence.
Offices: Herrenberg / Zurich
marketing strategies. ad agents’ digital marketing experts always
• Initiative and accountability. We deliver on our promises to our
Number of employees
31/12/24
31/12/23
find the perfect strategy to increase our clients’ brand awareness and
customers, stakeholders, and to each other by taking risks, seeking
sales – across all digital channels and on all devices.
proactive solutions, and assuming ownership of the results.
Number
Number
ad pepper
16
23
The Board of Directors promotes and applies these values thoroughly
Webgains
93
91
in all personnel related processes such as hiring, promotions and the
ad agents
82
87
review of employee performance.
Administration
14
16
To the best of our knowledge, we have not identified any incidences of
non-compliance to local law.
ad pepper Group’s employees are the key to the Company’s success. ad
pepper strives to attract, develop and retain qualified and motivated
people in a professional, safe and healthy work environment. ad pepper
complies with all local laws relating to working hours, vacation laws
and occupational health laws, also taking into account the psychosocial
work environment. Regular team activities as well as physical activity
are encouraged.
In our Code of Conduct, ad pepper defined a set of joined, equally
important values that best express our focus on service/product
leadership through innovation, long-term value creation and the
creation of a fair, inspiring work environment for all our employees:
Dirk Lajosbanyai
Wolfgang Schilling
Managing Director
Managing Director
ad agents
ad agents
47
48
04.4
«
ECONOMIC
DEVELOPMENT
04.4
04.4
ECONOMIC DEVELOPMENT
ECONOMIC DEVELOPMENT
MACROECONOMIC
Continuously increasing investments in online marketing. In
• Data privacy and transparency: As data privacy concerns grow,
Revenue in the ad agents segment decreased by EUR 488k or 6.5
2024, the German online display advertising market reached a volume
consumers expect companies to be transparent about their data
percent to EUR 7,000k (2023: EUR 7,489k). In terms of gross profit EUR
FRAMEWORK
of over EUR 6 billion for the first time, an increase of 11.7 percent
practices and to protect their personal information (source: El País);
6,791k for the 2024 financial year is posted in the ad agents segment.
compared to the previous year. Further growth is forecast for 2025,
• Search engine advertising and Google: Search engine
This corresponds to a decrease of 6.5 percent compared with the
mainly driven by programmatic advertising, online video advertising
advertising is a vital component of online marketing, with Google
previous year (2023: EUR 7,157k).
According to IfW Kiel Institute for the World Economy (IfW) the German
and affiliate marketing via high-quality sources (sources: BVDW,
maintaining a dominant position in both search and search
economy – still the most important market for the company – is stuck
OnlineMarketing.de).
advertising (source: Think with Google);
Development in operating expenses
in stagnation. There are no signs of a significant economic recovery.
• Social media: Platforms such as TikTok and Instagram continue to
Instead, there are increasing signs that the economic weakness
Globally, advertising spending is expected to have exceeded USD
grow in importance, particularly through the integration of shopping
is primarily structural rather than cyclical, which means there is
1 trillion in 2024, a year earlier than previously forecast. This increase
features that enable direct purchases via social media (source: Wall
Operating expenses at the ad pepper Group decreased by 10 percent to
little room for improvement in economic activity in the short term.
is driven largely by digital advertising formats such as programmatic
Street Journal).
EUR 19,701k (2023: EUR 21,870k). Operating cost at ad pepper Group
There is also a risk of additional headwinds in 2025. If the new US
advertising, affiliate marketing, Google search engine marketing and
largely consist of employment cost typically amounting to around 75
administration follows through on its protectionist announcements,
price comparison sites, which have a particularly significant impact due
In conclusion, both the e-commerce market and online marketing
percent of total cost. Consequently, the costs decreased – in all three
this will be a further drag on exports. Against this backdrop, IfW has
to their targeted approach and high reach (source: Wall Street Journal).
spending are projected to keep growing in the coming years, driven
operating segments – mainly due to reduced numbers of employees
lowered its forecast and expect GDP to stagnate in 2025. In 2026,
by technological advancements, evolving consumer behaviour and the
during 2024.
economic output is expected to grow by 0.9 percent, whereby almost
In the year 2024, the world of online marketing was
rising significance of affiliate marketing, search engine advertising and
0.3 percentage points are attributed to the additional number of
characterised by several trends. The integration of artificial
price comparison platforms.
EBIT, EBITDA, and EBT
working days. The economic weakness is leaving its mark on the labor
intelligence (AI) has enabled personalised customer experiences
(for definitions please see page 165)
market. The unemployment rate is expected to rise from 5.7percent in
and more efficient data analysis. In addition, the use of short videos
2023 to 6 percent in 2024 and 6.3 percent in 2025. After a noticeable
on platforms such as TikTok and Instagram has become even more
increase this year, real disposable household income will barely grow
widespread. Social commerce, i.e. direct sales via social media,
EBT, EBIT and especially EBITDA are widely used in our industry and are
PRESENTATION OF
in the next two years. As a result, private consumption will not gain
established itself as an important sales channel, while affiliate
the most common financial metric to measure financial performance
much momentum either, according to IfW.
marketing and search engine advertising also gained further traction
within our peer group. The Group’s earnings before interest and taxes
EARNINGS POSITION
(sources: businessinsider.com, OnlineMarketing.de).
(EBIT) amounted to EUR 1,160k in the past financial year (2023: EUR
As far as the global economy is concerned, IfW is forecasting an
-994k). Earnings before taxes (EBT) amounted to EUR 2,908k (2023: EUR
expansion of 3.1 percent in 2025. The outlook for 2026 has deteriorated
The following developments are expected for 2025:
-631k). Earnings before interest, taxes, depreciation and amortisation
Development in gross sales, revenue and gross profit
and IfW recently reduced its forecast by 0.2 percentage points to 3.1
• e-commerce: Global e-commerce revenue is forecast to reach
(EBITDA) at the Group came to EUR 2,004k in the past financial year
percent. The decline in inflation has slowed down of late, and the lack
around EUR 4,366 billion in 2025 (source: Digital Commerce 360);
(2023: EUR 24k).
of a year-on-year fall in energy prices and the expected further decline
• Expanded use of AI: AI is increasingly being used to provide
The ad pepper Group achieved gross sales of EUR 89,656k in the 2024
in inflation towards the target of 2 percent is likely to be sluggish
personalised content and optimise marketing strategies (source:
financial year (2023: EUR 85,988k), equivalent to year-on-year increase
Looking at the individual segment, ad agent’s EBITDA increased by 247
mainly due to the persistent rise in services prices. There is a risk
eMarketer);
of 4 percent. Revenue amounted to EUR 21,450k in 2024 (2023: EUR
percent to EUR 722k (2023: EUR 209k), largely due to significantly lower
that monetary policy will remain restrictive for longer than currently
• Price comparison engines: The use of price comparison sites is
21,749). Gross profit – alongside revenue our second most important
operating expenses with EUR 6,268k (2023: EUR 7,184k).
expected. In addition, there are still major risks for the global economy
growing in importance as consumers increasingly look for the best
key figure – remained with EUR 20,861k stable compared to prior year
from a possible escalation of geopolitical conflicts. Trade conflicts could
deals, and companies use these platforms to attract new customers
(2023: EUR 20,876k).
Moving on to the next segment, Webgains achieved an EBITDA of EUR
also escalate further, but they could also turn out to be less severe than
(source: Digital Commerce 360);
2,808k and thus significantly higher than the previous year (2023: EUR
• Sustainability and value-centric marketing: Consumers
assumed, according to IfW.
Webgains saw a revenue increase of 3.2 percent to EUR 12,355k (2023:
2,060k). Slightly higher revenue and continuous strict cost discipline
are increasingly prioritising sustainability and ethical business
EUR 11,968k) while this segments’ gross profit came to EUR 12,052k in
helped achieving this result.
practices, which prompts companies to adapt their marketing
the past financial year (2023: EUR 11,477k), equivalent to an increase
Online advertising market
messages accordingly (source: Digital Commerce 360);
of 5.0 percent.
The third operating segment, ad pepper, achieved an EBITDA of EUR
• Affiliate marketing: On Cyber Monday, the online sales day of the
-273k (2023: EUR -483k). The EBITDA achieved in 2024 is a reflection of
The e-commerce market continues to show significant growth.
year 2024, social media influencers and other affiliate marketers
The ad pepper segment reported a decline in revenue to EUR 2,094k
a business year which saw budget cuts and cautious booking behaviour
Global e-commerce revenue is forecast to reach around EUR 4,355
contributed to around 20 percent of e-commerce sales, an increase
(2023: EUR 2,292k). Gross profit was lower too compared to last year
mainly in the last quarter of 2024 especially in the Spanish market.
billion in 2025, an increase of 10 percent compared to 2024 (source:
of 7 percent compared to the previous year. Products promoted via
with EUR 1,846k (2023: EUR 2,056k). The reduced booking volume from
Statista). In Germany, e-commerce revenue is expected to reach around
affiliate links were six times more likely to result in a purchase than
a number of clients and subdued booking behaviour in general during
EUR 91 billion in 2025, representing an expected year-on-year growth
content without such links, underlining the importance of affiliate
2024 is the main reason for this development.
of 7 percent (source: Einzelhandel.de).
marketing as an effective channel for acquiring new customers
(source: businessinsider.com);
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04.4
ECONOMIC DEVELOPMENT
ECONOMIC DEVELOPMENT
PRESENTATION OF FINANCIAL
AND NET ASSET POSITION
Cash flow
The gross cash flow amounted to EUR 970k (2023: EUR -790k) while
a figure of EUR 2,341k (2023: EUR 1,239k) was reported for cash flow
from operations. The gross inflow of funds is particularly due to the
increase in net income for the period. The net cash flow from investing
activities came to EUR 3,389k in the past financial year (2023: EUR
2,456k), mainly from maturing fixed deposits. The cash flow used for
financing activities amounted to EUR -1,321k in 2024, as against EUR
-893k in the 2023 financial year. It included outgoing cash of EUR
-669k (2023: EUR -286k) occurred for dividends paid to non-controlling
interests and lease payments of EUR -628k (2023: EUR -595k).
Balance sheet structure
Total assets increased by EUR 5,429k to EUR 48,370k (31 December
2023: EUR 42,941k). Current assets increased by EUR 3,960k to EUR
41,257k (31 December 2023: EUR 37,297k) and non-current assets
increased by EUR 1,469k to EUR 7,113k (31 December 2023: EUR
5,644k). Right-of-use assets for capitalised leasing contracts for offices
and vehicles amount to EUR 1,197k (31 December 2023: EUR 1,184k).
Cash and cash equivalents amount to EUR 24,155k (31 December
2023: EUR 19,842k) and securities and deposits amount to EUR 0k
(31 December 2023: EUR 3,523k). Trade receivables increased by EUR
2,894k to EUR 16,018k (31 December 2023: EUR 13,124k).
On the equity and liabilities side, the Company’s equity showed an
increase of EUR 1,722k to EUR 20,603k (31 December 2023 EUR
18,881k) which corresponds to an equity ratio of 43 percent (2023:
44 percent). Trade payables increased by EUR 2,953k to EUR 20,610k
(31 December 2023: EUR 17,657k). Long-term liabilities amount to
EUR 853k (31 December 2023: EUR 822k) and consists mainly of lease
liabilities for capitalised right-of-use asset. Current liabilities amount
to EUR 26,914k (31 December 2023: EUR 23,238k). Of these, EUR
1,996k (2023: EUR 1,996k) relate to the written put option over the non-
controlling interest in ad pepper media Spain S.A. and Webgains S.A.
Further EUR 476k (31 December 2023: EUR 536k) relate to the lease
liability for capitalised right-of-use assets.
The ad pepper Group was internally financed as of the balance sheet
date. Its liquid funds (including current securities and deposits) totalled
EUR 24,155k at the end of December 2024 (31 December 2023: EUR
23,365k). The Company still has no external loans.
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RISK REPORT
04.5
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RISK REPORT
FOREWORD
implement mitigation actions. The results of the risk assessment and
This could lead to a loss of members in our advertising network as
Finally, our systems are extremely dependent upon power supply. In the
any updates are reported to the Supervisory Board on a regular basis.
well as advertising customers, and ultimately to increasing costs. This
case of major power outage (which cannot be excluded also in the light
A detailed review of all underlying business risks is completed every
could impair our ability to win new users and advertising customers and
of the current energy crisis), we would have to resort to emergency
year. At least once a year, the Supervisory Board discusses the corporate
thereby adversely affect our revenues and our growth. The availability of
power units. It may happen that such emergency power units do not
The German Corporate Sector Supervision and Transparency Act and
strategy and business risks as well as the results of an assessment by
our products and services is dependent on the uninterrupted operation
work correctly and that they are insufficient in the case of a major
the Dutch Corporate Governance Code lay down key requirements and
the Board of Directors of the structure and operations of the internal risk
of our IT and communication systems. Any damage to or failure in our
power outage.
obligations regarding risk management and control systems. In line
management and control systems, including any significant changes.
systems could interrupt our services, which could reduce our revenues
with these requirements applicable in Germany and the Netherlands,
and profits, and damage our brand. Our systems could be damaged by
the ad pepper Group operates a comprehensive and adequate risk
Technology risk
In addition to the dedicated risk management system outlined above, the
flood, fire, power outage, telecommunication failure, computer viruses,
management system. The regulations require the Board of Directors
following elements also serve to identify risks within the Group:
terrorist attacks, attacks from cybercriminals, attacks preventing
to ensure that the Company complies with all applicable laws and
computers from accessing services, and other forms of attack on our
It is conceivable that technologies will be developed that block or
requirements, and to report to the Supervisory Board regularly on the
• Operational planning, including updated intra-year forecasts
systems. Our data centres could become the target of intrusion, sabotage
suppress the display of our advertising on the internet. Most of our
internal risk management and control systems. The risk management
• Quarterly financial statements
or wilful vandalism, or they could be affected by faults occurring as a
revenues are generated in such a manner that advertising customers
system at the ad pepper Group identifies significant risks which could
• Monthly and quarterly reporting by subsidiaries
result of financial difficulties on the part of operators of data centres.
pay for their advertising to appear on websites. Technologies designed
have adverse implications for the Company. These risks are quantified
(comparing target and actual results) to the Group
Not all our systems are fully redundant and our natural disaster recovery
to block or suppress internet advertising could thus have an adverse
and evaluated in terms of their potential implications. Finally, suitable
plans cannot account for all eventualities. Natural disasters of this kind
effect on our operating results. For instance, major players in the market
measures are identified in order to counteract the identified risks.
or operators of facilities we use deciding to shut down for financial
such as the mobile operators or the providers of application ecosystems
reasons without reasonable notice and/or other unexpected problems
such as Apple and Google may decide to introduce ad blockers to their
at our data centres could lead to prolonged interruptions to our services.
systems or to the mostly used internet surfing browsers. These could
Internal risk management and control system
RISK CLASSIFICATION
seriously obstruct the delivery of advertisements to users and thus
In order to be successful, our network infrastructure must be efficient
harm the business of the ad pepper Group.
The ad pepper Group is managed by a Board of Directors and Supervisory
and reliable. The higher the user frequency and the complexity of our
Board appointed by the General Meeting. The Supervisory Board
products and services, the more CPU performance we will need. We
In general, the market for internet advertising is characterised by
responsibility is the oversight of the risk management system. Consistent
Risks are classified as operational, strategic, financial risks, compliance
have invested heavily in acquiring and leasing data centres as well
rapid technological change, developing industry standards, frequent
with the requirements of the Dutch Corporate Governance Code, the
and assessed according to their probability of occurrence and their
as cloud services and updating our technology and the infrastructure
introduction of new products and services, and changing customer
Company has established a procedure for reporting actual or suspected
potential financial impact. The major risks for each classification are
of our network in order to cope with growing traffic and the launch of
behaviour. The introduction of new products and services, and the
irregularities within the Company and its affiliated enterprises. In addition,
described below:
new products and services, and we expect to continue doing so. These
emergence of new industry standards can render existing products
the Board of Directors has developed and implemented strategies,
investments are costly and complex and can lead to efficiency losses
and services obsolete and impossible to sell or require unexpected
controls and mitigation measures to identify current and developing risks
or downtime. If we fail to expand successfully or if efficiency losses
investment in new technology. Our success will depend on our ability
as part of the risk management system. Risk management policies and
or downtime occur, the quality of our products and services as well as
to adapt to rapid technological changes, to improve existing solutions,
procedures are embodied in our Corporate Governance, Code of Conduct,
customer satisfaction could suffer. This could damage our reputation
and to develop and launch a host of new solutions in order to meet our
OPERATIONAL RISK
and financial reporting controls and procedures. A variety of functional
and result in a loss of existing and potential customers, advertising
customers’ and partners’ continuously changing demands. Advertising
experts evaluate these business risks and aim to mitigate and manage
clients, and members of our network. Cost increases, a lower frequency
customers, for instance, are increasingly demanding online advertising
these risks on an ongoing basis.
of use on the part of our partners in the advertising network, failure
networks and advertising that go beyond pure stills, integrating “rich
Infrastructure risk
to adapt to new technologies, or changed business requirements could
media”, such as audio and video, interactivity and methods for more
Identified risks are divided into four types:
adversely affect our revenue and financial strength.
accurately targeted consumer contacts and behaviours.
Our products and services are dependent on users having access to the
• Catastrophic (loss of ability to achieve business objectives,
internet and in some cases also require substantial bandwidth. This
We also use other IT suppliers, including data centres, cloud services
Our systems do not support all types of advertising formats. Equally,
e.g. worst-case scenario)
access is at present made available by companies that have significant
and broadband providers. Any disturbance in network access or
certain website operators within our network do not accept all of
• Major (reduced ability to achieve business objectives)
and growing influence on the market for broadband and internet
colocation services by these providers, or their inability to process
the advertising formats offered by us. Moreover, a further increase in
• Moderate (disruption to normal planning with a limited effect
access, such as telephone companies, cable companies, and mobile
current or larger data volumes could seriously damage our business.
fast and powerful internet access could generate new products and
on achievement of business strategy and objectives)
communication providers. Some of these providers could start adopting
services which are only possible with increasing bandwidth. If we fail
• Low (no material impact on the achievement of business
measures to interrupt or impair user access to certain products, or they
Furthermore, financial or other difficulties on the part of our providers
to successfully adapt to such developments, there is a risk that we
strategy and objectives)
could increase the costs of user access to such products by limiting or
could have an adverse impact on our business. We have witnessed
could lose customers and/or parts of the advertising space marketed
forbidding the use of their infrastructure for our products and services,
interruptions and delays in these services and in these the availability
by us. We procure most of the software used at our Company externally
All identified risks are evaluated based on their likelihood of occurring
or they could charge us or our users higher fees. In addition, it cannot be
of IT infrastructure and expect these in future, too. Faults, interruptions
and we plan to continue buying technologies from third-party suppliers
and their potential impact (estimated in monetary terms) in disrupting
excluded that the side effects of the war in Ukraine could impair a proper
or delays in conjunction with these technologies and information
in future as well. We cannot definitively say whether such technologies
our progress toward achieving our business objectives. The overall risk
functioning of the internet infrastructure in the European continent.
services could harm our relations with users, adversely affect our
will continue to be available in future either at all or on commercially
management goal is to identify risks that could significantly threaten our
brand, and expose us to liability risks.
reasonable terms.
success and to allow management sufficient opportunity to successfully
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Sustainability
It is also possible that the trend towards marketing online advertising
do not own content, we rely in part on publishers for controls with
A lack of qualified and motivated personnel could negatively impact our
space via automated so-called ad exchanges will intensify further.
respect to such activities. If fraudulent or other malicious activity is
development and growth, increase our costs and harm our reputation.
By establishing and optimising artificial intelligence (AI) solution in
perpetrated by others, and the Group fails to detect or prevent it, the
There is a risk of failure to address the growing needs and
We face competition for qualified personnel, for example those in IT and
combination with demand- side platforms (DSPs) and/or supply-side
affected advertisers may experience or perceive a reduced return on
expectations from society if the Group does not meet its ESG goals,
marketing positions. In addition, to attract or retain qualified personnel,
platforms (SSPs), online networks such as the ad pepper Group may
their investment resulting in dissatisfaction with the Group’s solution,
resulting in reputational damage and potentially reduced customer
we might have to offer more competitive compensation packages and
in future lose further relevance or even lose the basis of their business
refusal to pay, refund demands or loss of confidence of advertisers or
demand for our services.
other benefits, which could lead to higher personnel costs.
operations. We may also encounter problems which delay or prevent
publishers and ultimately withdrawal of future business.
the successful design, development, introduction, or marketing of
We take ESG matters seriously with a commitment to high standards.
We try to mitigate this risk through personnel development programs
new solutions. Any solutions or improvements newly developed by
For instance, we achieved a group-wide so-called “b corp certificate”
in the respective segments as well as incentive systems. Supporting
Intellectual property rights risk
us will have to fulfil the requirements of our present customers and
for the Webgains segment. B Corp Certification is a designation
this is an established, thorough annual review process from which we
prospective clients, and there is a risk that these will not meet with
that a business is meeting high standards of verified performance,
derive individually tailored and future-variable qualification programs
the desired acceptance on the market. If we fail to keep pace with
Our patents, trademarks, business secrets, copyrights, and other
accountability, and transparency on factors from employee benefits
as well as performance-related remuneration systems.
technological developments and the launch of new industry standards
intellectual property rights constitute important assets for us. Various
and charitable giving to supply chain practices and input materials. In
at a reasonable cost, there is a risk that our expenditure will increase
events beyond our control constitute a potential risk for our intellectual
order to achieve certification, a company must demonstrate high social
Market risk
and that we will lose customers and advertising space.
property rights. The same applies to our products and services.
and environmental performance by achieving a B Impact Assessment
score of 80 or above and passing our risk review. Multinational
The number of people accessing the internet using devices other
Effective protection of intellectual property may not be available in
corporations must also meet baseline requirement standards, make a
Our offering for advertisers and web publishers on the internet covers
than PCs, including mobile phones, PDAs and e-mail assistants, as
every country where our products and services are distributed or
legal commitment by changing their Corporate Governance structure
products and services where pricing is largely based on cost per
well as TV receivers, has grown dramatically in recent years. If we do
offered via the internet. Furthermore, the efforts which we have made
to be accountable to all stakeholders, not just shareholders, and
action (CPA), cost per lead (CPL), cost per download (CPD), cost per
not succeed in future in securing an appropriate number of users of
to protect our property rights may be insufficient or ineffective. Any
achieve benefit corporation status if available in their jurisdiction, and
thousand impressions (CPM), or cost per click (CPC). Every field of our
alternative devices and gaining the loyalty of these users through our
significant impairment of our intellectual property rights can adversely
exhibit transparency by allowing information about their performance
business is exposed to strong competition, mainly from large media
products and services, or if we are too slow in developing products and
affect our business or our competitiveness. Moreover, the protection
measured against B Lab’s standards to be publicly available on their B
and/or performance (digital) agencies or other advertising and affiliate
technologies compatible with communication devices other than PCs,
of our intellectual property rights is costly and time-consuming. Any
Corp profile on B Lab’s website.
networks offering similar online services and products. Beside this
we will miss out on an increasingly important share of the market for
increase in the unauthorised use of our intellectual property could
group of companies, we also compete with search engine providers,
online services.
lead to increased administrative costs and work, and adversely affect
social media channels and marketplaces, such as Google, Facebook
our results. Although we aim to obtain protection for our intellectual
and Amazon, as well as large ad exchanges, i.e. marketplaces in
property, it is conceivable that we may not be able to adequately
which advertising space is auctioned in real time, similar to other
Cybercrime, hacking, identity theft and risk of fraud
STRATEGIC RISK
protect some of our innovations. In view of the often-considerable
market exchanges. Apart from this, we also compete with traditional
costs of patent and/or intellectual property protection, we may refrain
advertising channels, such as direct marketing, TV, radio, cable, and
Increasing international networking and the related possibility of
from protecting certain innovations and/or intellectual property which
print media, which are all striving to win a share of the total advertising
IT system abuse are resulting in cybercrime risks for the ad pepper
could prove to be important at a later date.
budget for themselves.
Personnel risk
Group, such as the failure of central IT systems, the disclosure or loss
of the data integrity of confidential data from business activities, the
It is also possible that the scope of patent and/or intellectual property
Many existing and potential advertisers have competitive advantages
Our future success is to a significant degree dependent on the
manipulation of IT systems in process control, or an increased burden
protection could turn out to be insufficient or that a previously
over our Company due to such factors as longer company histories,
continued service of the (single) member of our Board of Directors
or adverse impact on IT systems as a result of virus attacks. In addition,
granted patent is deemed to be invalid or non-enforceable. As our
higher public awareness levels, larger customer bases, better access
and of the directors of our major segments. If we lose the service
complications with the changeover of IT systems could negatively
Company grows, there is a growing probability that lawsuits related to
to popular websites and significantly larger resources in terms of staff,
of such persons, we may not be able to recruit suitable or qualified
impact the earnings situation.
intellectual property issues will be filed against us.
finance, equipment, sales and marketing. These companies use their
replacements and may incur additional expenses to recruit and train
experience and resources in competition with us in different ways, such
new staff, which could severely disrupt our business and growth.
Cyber incidents, in general, may cause disruption and impact business
Our products, services, and technologies may fail to fulfil the demands
as pursuing more active M&A strategies, investing more in research
operations, potentially resulting in financial losses, impediments of
of third parties, and irrespective of their validity, defending such claims
and development, or competing more aggressively for advertising
In general, highly qualified employees and management staff form the
trading, violations of applicable privacy and other laws, regulatory
can be time-consuming and costly, whether in or out of court. In the
customers and websites. If our competitors succeed in offering similar
basis of any company’s long-term economic success. Retaining key-
fines, penalties, reputational damage, reimbursement of other
event that claims against us are successfully upheld, we may have to
or better services or more relevant advertising, this could lead to a
employees at the Company on a long-term basis is a factor of the utmost
compensation costs, or additional compliance cost.
pay significant damages, or discontinue services or practices, which
significant loss of advertisers and web publishers and hence adversely
importance for the ad pepper Group, as is attracting new, highly qualified
may result in be violations of third-party rights. We may also need to
affect our revenues.
employees. Any departure of large numbers of these employees over a
The Group may be subject to fraudulent and malicious activities
obtain licenses to continue our existing business operations; this may
short period and subsequent inability to find adequate replacements may
undertaken by persons seeking to use its platforms to divert or
also involve considerable additional costs.
Likewise, there is a risk to the Group’s business (or parts thereof) if any
inhibit the Company’s business performance. Specifically, the Company
artificially inflate the buyer purchases through its platform, mainly
or all of Google, Amazon, Facebook, Apple and other relevant players
cannot guarantee that it will be able to retain key top performers in the
through fraudulently generated advertising impressions, leads, and
(i) cease to be a market leader in the online advertising industry, (ii)
event of any further intensification in the competition for highly qualified
other user behaviours overstating the actual performance. As we
were subject to adverse publicity or action impeding its provision of
employees, especially in the IT and internet sectors.
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advertising services and infrastructure, (iii) were to cease to regard the
ad pepper Group to a material adverse effect if one or more of our large
• adapt to legal or regulatory changes with a view to the internet
companies with different cultures and languages, exchange rate risks,
Group as a preferred partner, (iv) were to expand their operations such
customers were to significantly reduce their business with us for any
as far as these concern data privacy, use, advertising, and trade
and other country-specific economic, political and legal risks. In view of
that it competed directly with the Group, or (v) otherwise cease to be
reason, or to favour competitors or new entrants. Customers do not
• achieve sales targets for partners with whom we have agreed
the number of acquisitions which we have completed in past years, the
available as a technology provider to the Group.
make binding long-term commitments to the ad pepper Group regarding
minimum guarantees
different customers and technological functionalities of the products
booking volumes and could seek to materially change the terms of their
• generate revenue from services in which we have invested
and services acquired, future acquisitions may pose significantly
Moreover, since 2022 Google has blocked third party cookies in
business relationship at any time. Any such change could significantly
significant time and resources
bigger challenges with respect to products, sales, marketing, customer
Chrome. As a result, third-party cookies became sometimes unusable
harm the ad pepper Group’s business and operating results.
• give priority to long-term goals over short-term
support, research and development, buildings, information systems,
for advertising measurement and many forms of third-party data
results when necessary
accounting, human resources and other integration aspects, and may
already challenged by GDPR since May 2018, will cease to exist.
• adapt to technological changes designed to obfuscate or
delay or threaten the complete integration of the businesses acquired.
Platform technology risk
While we expect the vast majority of our services and products to be
block online advertising on desktop PCs or mobile devices
unaffected, it can therefore not be excluded, that some of our business
• adapt to changes in the competitive environment
Likewise, divestment of companies and/or businesses can lead
activities will not work beyond the coming years. Unless we adapt to
The Group’s revenue growth depends partly on the ability to develop a
• achieve sufficient profitability and reputation in the market on
to liability vis-à-vis the buyer, or additional expenses, for instance
these changes, these businesses will be negatively affected.
reliable, scalable, secure, high-performance technology infrastructure
the basis of our investments in new technologies and related
through indemnity clauses and guarantee commitments or long-term
that can efficiently handle increased usage globally. The platforms
products/services.
supply contracts.
The possibility of in-house handling of advertising network functions can
are scalable in principle. However, only the actual future expansion
represent a possible risk for the ad pepper Group both at the level of
of the business will prove whether there is enough business available
Should we fail to successfully handle these risks and uncertainties, this
Currency risk
the attractiveness of its offering vis-à-vis advertisers as well as to its
and the platforms scales well enough to cover the fixed cost base
could have significantly adverse consequences for our revenue as well
negotiating power vis-à-vis the providers of online advertising inventory.
that has been built. Inability to develop a scalable platform may have
as our asset and finance position, see also Note [40].
significantly adverse consequences for our revenue as well as our
Since the ad pepper Group conducts a significant share of its business
Online advertising markets are characterised by rapid technological
asset and finance position.
outside the euro area, exchange rate fluctuations can have a significant
Risks of our M&A strategy
change, the establishment of new industry standards, regular launches of
impact on results. Currency risks from financial instruments can impact
new products and services, and rapidly changing customer requirements.
accounts receivable, accounts payable, as well as cash and cash
The introduction of new products and services based on innovative
Historically, part of our Company’s growth has resulted from mergers
equivalents in a currency other than a Company’s functional currency.
technologies and the resultant establishment of new industry standards
and acquisitions, and we will continue to consider acquisitions in
For the ad pepper Group, the currency risk from financial instruments is
FINANCIAL RISK
could mean that our existing products and services become obsolete
future as well. Furthermore, we will continually review our portfolio
particularly relevant for GBP and, to a lesser extent, USD. No financial
and unsellable, thus forcing us to make unforeseen and unplanned
of shareholdings to assess whether Company acquisitions might be
instruments are used to hedge currency risks.
investments. Insufficient flexibility in adapting to these changes can have
appropriate. Every acquisition or sale can have material consequences
adverse effects on our revenue, finance and asset position.
for our revenue and financial position. Furthermore, the integration of
All of the risks below are assessed as insignificant and therefore are
Tax risk
an acquired business or technology can cause unforeseen operational
not quantified. Their impact on the financial information of ad pepper is
In general, we expect our sales growth to decline over the course of
problems, expenditure, and risks. Areas in which we may face risks in
considered immaterial.
time as a result of base effects and increasingly tough competition. We
this context include:
Our future income tax payments may be adversely affected by lower-
also expect growing pressure on our operating margins as a result of
than-expected profits in jurisdictions with lower tax rates and higher
increasingly tough competition and a general increase in expenditure
• implementation or modification of controls, processes,
profits in jurisdictions with higher tax rates. If the valuation of our
Low profitability
in other areas of our business. Furthermore, the margin could fall as a
and strategies of acquired businesses
deferred tax receivables and payables changes this could also mean
result of our Company having to pay a higher share of our advertising
• diversion of management attention away from
additional tax expenditure.
We are exposed to risks that could prevent us from generating net
revenue to our website partners within our website portfolio and/or
other business matters
profits in the future. These risks depend on several factors, including
affiliate network.
• overvaluation of businesses acquired, acceptance of the
The determination our tax provisions and other tax liabilities worldwide
our ability to:
acquired business’ products and services by our customers
is a complex process, and in many instances the final amount of tax
• cultural problems associated with the integration of the staff
to be paid is uncertain. Although we consider our estimates to be
• maintain and expand our existing advertising space on
Dependency risk
of acquired businesses into our Group
realistic, the actual tax result can differ from the amounts shown in our
websites of publishers and affiliates, owners of e-mail lists
• continued employment of staff companies which we acquire
financial statements and significantly influence our financial results in
and newsletter publishers
The ad pepper Group and its segments have significant customer
• integration of the accounting, management, and information
the period or periods to which such tax assessment applies. Our tax
• maintain and increase the number of advertising customers
concentration, in terms of both advertisers and publishers (website
systems as well as of the human resources administration and
liability forecast can be examined by the responsible tax authorities at
who use our products and services
owners), so economic difficulties or changes in the purchasing policies
other administration systems of acquired businesses.
any time. Any negative outcome of such an examination can have an
• increase the number of products and services we offer
or patterns of its key customers could have a significant impact on
adverse effect on our financial, revenue, and asset situation. All of our
• adjust to changes in needs and habits of online advertising
the ad pepper Group’s business and operating results. While the
The integration of companies, products and personnel can constitute
tax positions are subject to changes in tax laws, regulations, jurisdiction
customers, also with a view to the technologies in demand
concentration of our business on a relatively small number of customers
a considerable burden to our management and our internal resources.
as well as tax-related accounting standards and their interpretations.
on the market
may provide certain benefits to us, such as potentially more efficient
Acquisitions of foreign companies, in particular, are subject to
• respond to challenges resulting from the large and growing
handling/decreased cost of sales, this concentration may expose the
additional risks. These include risks associated with integrating
number of competitors in the industry
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New accounting standards
Group’s revenue. Similarly, if faced with spikes in advertising spend
a whole or in part. This concentration of control limits our shareholders’
user’s data. Therefore, the effectiveness of our technology may be
and traffic, the Group’s platforms must be able to support increased
ability to influence Company matters and affects the liquidity of the ad
impaired by regulations limiting or prohibiting the use of cookies and
The International Accounting Standards Board (IASB) or other
traffic volumes and variety of advertising formats whilst maintaining
pepper share traded on the stock exchange. In view of this, we may
cookie consent of data subjects. On the basis of the requirements set
organisations may publish new or revised directives, interpretations, or
a stable and effective infrastructure and reliable service to customers.
implement measures that our shareholders do not deem expedient.
up by data privacy regulators, software manufacturers may provide
other guidelines which could influence International Financial Reporting
This flexibility and stability require significant investments in both the
This in turn may have a lasting negative impact on our share price.
new internet browsers bearing default settings where cookies are not
Standards (IFRS). As a result, it may happen that an accounting rule is
Company’s organisation and technology, which increase the cost base.
accepted and the user has to actively change such settings to accept
adopted for which no rules previously existed, or that an accounting
cookies (“privacy by default“). If the use or effect of cookies were
rule previously open for interpretation is declared to be generally
restricted, we would have to switch to other technologies in order to
Capital risk
valid or is applied in a specific manner. It is also conceivable that valid
collect geographic or behaviour-related information.
COMPLIANCE RISK
methods may be replaced entirely. Such IFRS-related changes can
have a significant impact on our finance, revenue and asset positions.
The price of our share at times experienced considerable fluctuation
Although such technologies exist, they are far less effective than
Moreover, inability to adopt new accounting standards in time may
since its initial listing and will continue to remain volatile in the future.
cookies. We would have to develop or buy new technologies in order
severely damage our reputation.
The share price may move rapidly in response to factors beyond our
to prevent fraud in our networks. Replacing cookies could become time-
Governance risk
control, including:
consuming and requires considerable investment. Their development
could turn out to be economically pointless or it may not be possible to
Besides operational and fiscal risks, our business activity harbours a wide
Liquidity and cash flow risk
• fluctuations in our quarterly results or in the results of our
implement them early enough in order to prevent the loss of customers
range of legal risks. Legal disputes, authority fines and other proceedings
competitors
or advertising space. The use of cookie technology or a comparable
may cause considerable damage to our business, our reputation or our
All of the Company’s liquid funds and short-term marketable
• announcements of Company sales and takeovers, new products,
technology to collect information about internet usage patterns may
brands, and entail high costs. We are subject to a variety of laws and
securities are essentially managed by financial institutions. Based
major contracts, business relationships or provision of capital
lead to lawsuits or investigations in future. Many jurisdictions have
regulations, many of which are not yet firmly established or are still
on the development of our business, the liquidity of ad pepper media
• recommendations by equity analysts or changed profit expectations
detailed provisions concerning both the collection of personal data and
developing. This includes wide-reaching legislation covering consumer
International N.V. can at present be regarded as secure and, despite
• publication of profits inconsistent with analysts’ expectations
the use of such data for direct marketing campaigns.
protection, data protection, e-commerce and competition. Antitrust
future investment in new companies, sufficient to meet all future
• number of shares outstanding
and competition claims or investigations may also require changes to
payment obligations. A decline in liquid funds may arise if further
• share sales by us or our shareholders
Since 13 May 2024 the Telecommunications Digital Services Data
our business operations. Any such risks are counteracted by internal
investments are required in the future. The Company is dependent
• short-selling, hedging or other derivative transactions with shares
Protection Act (Telekommunikation-Digitale Dienste Gesetz, TTDDG)
and external law experts who thoroughly examine all contractual and
upon its customers’ payment discipline. Our receivables are typically
is applicable replacing the data protection requirements in the former
regulatory matters. We endeavour to fulfil our obligations through
unsecured and result from sales which are predominantly generated
The stock market in general and the market for technology companies
Telemedia Act, now Digital Services Act. The TDDDG introduces a strict
constant monitoring and by avoiding conflicts arising from the violation
with customers based in Europe. The Company checks its customers’
in particular have witnessed extreme share price and trading volume
cookie opt-in requirement very much in line with the preconditions in
of third-party rights or breach of regulatory provisions. No substantial
creditworthiness on an ongoing basis and has made provisions for
fluctuations often unrelated or disproportionate to the operational
the EU Privacy and Electronic Communications Directive. Prior to this
litigation risks currently exist within the ad pepper Group.
potential cases of default. Negative developments on the capital
performance of these companies. These general market and industry
the German High Court has outlined in 2020 consent requirements for
markets can restrict our ability to obtain financing. Past economic and
factors can seriously damage the price of our share irrespective of our
storing cookies on devices following a decision of the European Court
financial crisis led to certain restrictions on the availability of corporate
actual performance.
of Justice on this issue.
Data risk
finance and created a scenario such as that outlined above. Looking
ahead, it is not possible to completely exclude future restrictions on
Lower (or volatile) share prices may lead to an inability to attract strong
According to these decisions, companies need consent for storing
Websites usually install small files with an ID to identify a user, generally
our liquidity situation, especially in the case of a return to a scenario
long-term investors and limit our ability to raise new equity and attract
cookies on user devices irrespective whether this Cookie-ID is personal
called “cookies”, on a device. Cookies usually collect information about
described above. Should one or more financial institution go bankrupt in
key personnel.
data or not. These verdicts are the main reason why the German
users so that websites can adapt their contents to user needs.
such a scenario, this may have severe consequences for the Company’s
legislator has introduced a strict consent requirement for storing data
assets and financial position.
In the past, lawsuits have been filed against such companies after
in an end-user’s device. All in all, this leads to stricter data protection
The internet user’s browser software forwards the cookie information
times of high price fluctuations on the overall market or in individual
requirements that may have a negative impact on our business model.
to the website. Our business depends on the use of cookies to track the
shares. In the event that such lawsuits are filed against us, this could
Namely, the upcoming European ePrivacy-Regulation may introduce
traffic of internet users on the websites of our advertising customers,
Working capital risk
lead to significant costs and distract management time and resources.
stricter requirements. If adopted, such regulations would have a
and to monitor and prevent fraud in our networks. Most of the latest
thorough impact on our business model.
internet browsers enable internet users to change their browser
The Group’s operating results and cash flow vary from quarter to
As of 31 December 2024, Michael Oschmann, Chairman of the
settings to prevent the storage of cookies on their hard disks. internet
quarter due to the seasonal nature of advertising spending. In contrast
Supervisory Board, directly or indirectly owns shares representing
In addition to this, the European Data Protection Board (EDPB) issued
users can also remove cookies from their hard disks at any time.
to the higher advertising budgets spent during the fourth quarter, the
50.53 percent of the share capital and typically more than 80 percent
guidance regarding the scope of the consent requirements in Art. 5
third quarter of the calendar year is typically the slowest in terms
of the voting rights at the General Meeting. For the foreseeable
ePrivacy Directive due to the development of new technologies used for
According to the General Data Protection Regulation (“GDPR”), which
of advertising spend (summer quarter). This affects the Group’s
future, Michael Oschmann will therefore continue to have significant
tracking end-user. This broad interpretation of the consent requirement
came into effect in May 2018 in Europe, and to the EU Privacy and
operating results, cash flow and cash requirements. In addition, digital
influence on the management and on all matters requiring approval by
principle may have a negative impact on the way we can process data
Electronic Communications Directive, consent of data subjects is
advertising spend is volatile and unpredictable. In periods of lower
the shareholders, including the election of board members, important
required for our business.
required for storing information like cookies for tracking or targeting
advertising spending this may have a material adverse effect on the
Company transactions, such as mergers or the sale of the Company as
purposes on an end-user’s device and for further processing of end
63
64
04.5
04.5
RISK REPORT
RISK REPORT
It might be more difficult to get consent of a data subject for storing
or otherwise mismanages or misappropriates that data, we could
Operational risks are managed through the ongoing budgeting,
reach help to mitigate our exposure to any particular localised risk. We
cookies or other identifier due to this interpretation.
be subject to significant litigation, monetary damages, regulatory
forecasting and reporting process as well as training activities to
monitor proposed changes in taxation legislation and new accounting
enforcement proceedings, fines and/or criminal prosecution in one or
constantly improve and update employees’ skills. Infrastructure risks
standards to ensure these are taken into account when we consider
We depend on an easy way to transfer personal data from the EU to
more jurisdictions. These monetary damages may not be subject to
are mitigated by regular backups, redundant server structures and
our future business plans. We try to manage the working capital risk
UK. At the end of June 2021, the European Commissions adopted an
contractual limit of liability or exclusion of consequential or indirect
moving to the cloud. To reduce fraud risk, anti-fraud teams are tasked
by increasing and diversifying our client base in a way, which allows
adequacy decision for the United Kingdom under GDPR. This decision
damages and could be substantial. Our liability insurance may not
with identifying unusual patterns, ideally in the design phase of
us to become less dependent on fourth quarter gross sales. While the
facilitates a data transfer between EU and UK. Otherwise, our clients
cover us against claims related to security breaches, cyber-attacks or
advertising campaigns.
Group continues to be independent on external funding, the risk of not
will have to agree on Standard Contractual Clauses to legalise a data
other breaches.
finding these funds is not regarded as imminent. Matters of substantial
transfer to UK. The duration of this decision is limited to four years. As
The cost of these measures and control systems must be commensurate
significance are also reviewed with the Supervisory Board through the
the UK-Government has already announced to review the UK-GDRP and
with the benefits achieved. Management generally considers the
two-tier board structure. Management realises that the expansion
Violations of other legal requirements
to lower burdens for companies it is yet unclear whether this adequacy
likelihood of risks in the operational and technology area as moderate
of the business does require some risk taking and evaluates its risk
decision has a bright future. In 2024 the European Commission started
while evaluating the financial impact of each event depending on
appetite as medium. Management therefore estimates this overall
reviewing UK’s laws and systems for protecting personal data and
The aim of compliance is to ensure irreproachable business conduct
the specific risk field. Management’s risk appetite in this field is
financial risk to be low.
decide whether to extend the adequacy decision for another four years
at all times and in all respects. Any failure to fulfil legal requirements
moderate and we seek to mitigate risks through contracts, service level
by the end of June 2025.
and report obligations, any violation of the Corporate Governance
agreements, insurance and cooperation with established partners.
As far as compliance risks are concerned as the Group is growing in a
Code or insufficient management transparency may pose a risk to the
complex and rapidly changing environment and is in an ongoing process
Although we abide by the applicable laws in the different jurisdictions,
required compliance. For this reason, the ad pepper Group established
As far as strategic risks are concerned, we try to mitigate the personnel
of establishing and improving its processes, regulatory violations may
we cannot rule out the possibility that changes in legislation may have
a Group-wide Code of Conduct as well as an insider trading policy,
risk by providing attractive remuneration package, creation of a positive
occur. Management’s risk appetite is generally low and matters of
significant repercussions for our business models and revenues. Any
which provides for the safety and support of employees in various
working environment and structured individual development plan. We
substantial significance are also reviewed with the Supervisory Board
litigation or governmental action against us could become costly and
professional situations. Despite comprehensive measures taken within
try to manage the dependency risks and platform risks by building and
through the two-tier board structure. The ad pepper Group is committed
time-consuming, or compel us to change our business practice and
the realignment of the compliance programme and our compliance
maintaining customer relationships. We develop online advertising
to complying with the laws and regulations of the countries in which
divert management attention away from other business fields.
organisation, it is impossible for us to protect us against all risks.
strategies and regularly monitor progress for existing clients and
we operate. However, with the General Data Protection Regulation and
identify and build relationships with new customers.
ePrivacy Regulation, compliance obligations and financial penalties for
The regulatory environment in Europe is ever changing. With the
More generally, from time to time we are or may become involved in
noncompliance are increasing significantly. Should the risk materialise,
GDPR, which came into effect in May 2018 in Europe, as well as the
private actions, investigations and various other legal proceedings by
In general, management addresses market risks by actively monitoring
it would have a very high, potentially critical impact. We mitigate the
EU Regulation for the digital era like Digital Services Act or Data Act
employees, suppliers, competitors, government agencies or others.
the developments and evaluating the actual exposure to these risks.
risk by working with well-established external partners such as tax,
and Artificial Intelligence Act, compliance obligations and financial
Failure to comply with laws and regulations can damage our reputation
This includes participation in industry events, gaining information from
legal and audit advisors in all countries we are operating, as well
penalties for non-compliance are increasing significantly and could
and have negative financial and operational consequences.
analysts and research firms as well as creating business cases for new
as building in-house capabilities through training and qualification
potentially harm our business. The ad pepper Group has set up working
product developments.
measures for existing staff.
groups in close cooperation with its external data protection officer
to continuously identify adjustment needs to ensure compliance with
The ad pepper Group has a track record of identifying market changes
GDPR and complementary requirements. Nevertheless, the security
early and investing into winning products and services ahead of time.
RISK APPETITE
measures which have been or will be implemented may not be
We will, however, not pursue growth at all costs and expect sufficient
effective, and ad pepper’s systems may be vulnerable to theft, loss,
margins. We will primarily pursue organic growth strategies to meet
damage or interruption from a number of potential sources or events,
our growth objectives. We aim for sufficient operating margins
including unauthorised access or security breaches, cyber-attacks,
whilst protecting the long-term viability of the Group. In general,
This section highlights those risks that the Group is willing to take, as
computer viruses, power loss, or other disruptive events. The ad
management’s risk appetite in this field is moderate.
well as those that are unacceptable. It includes a series of risk assertions
pepper Group may not have the resources or technical sophistication to
which are aligned to our strategy, together with the risk parameters
anticipate or prevent rapidly evolving forms of cyber-attacks.
In the field of financial risks, management addresses the low
within which we expect to work. The Group operates in markets with high
profitability risk mainly through transparency and the permanent
growth potential that are subject to volatility and intense competition.
Moreover, GDPR not only imposes new compliance obligations
review process in connection with monthly results, forecasting and
We will pursue ambitious growth targets and we are willing to accept
regarding the handling of personal data, it has also significantly
budgeting. In the event of M&A, a dedicated program management
certain levels of risk to increase the likelihood of achieving or exceeding
increased financial penalties for non-compliance. Failure to comply
team will be established for the accelerating shareholder value
our strategic objectives, subject to the parameters below.
with GDPR may lead to regulatory enforcement proceedings, which
creation transformation. Through strong due diligence processes
can result in monetary penalties of up to 20 percent of worldwide
and closely managed integration processes, we seek to reduce the
The Board’s appetite for risk varies depending on the risk type. The
revenue, orders to discontinue certain data processing operations,
probability of M&A-related risk. Currency risks, on the other hand,
Group measures risk by estimating the potential for loss of profit, staff
private lawsuits, or reputational damage. If any person, including any
are sought to be minimised through natural hedging by increasing the
turnover and reputational damage. The Board has a low tolerance
of our employees, negligently disregards or intentionally breaches
Company’s cost base in EUR. As far as political instability, in general,
for finance- and compliance-related risk. Conversely, it has a higher
our established controls with respect to client or ad pepper data,
is concerned, the breadth of our service portfolio and our geographic
tolerance for operational and strategic risk.
65
66
04.5
04.5
RISK REPORT
RISK REPORT
EVALUATION OF RISK
The following overview table shows a summary of risk type and
In the past financial year, the ad pepper Group and its external data
respective risk appetite:
privacy officer worked closely to ensure fulfilment of the obligations
MANAGEMENT SYSTEM
imposed by the European legislator through the GDPR. Regular
EFFECTIVENESS
meetings were held and results presented to the Board of Directors as
Risk category
Risk
Appetite
well as the Supervisory Board.
The ad pepper Group operates an information protection management
Operational risk Infrastructure risk
Moderate
The ad pepper Group’s long-term strategy is focused on creating value
system based on ISO 27001 comprising security guidelines as well
for our shareholders and stakeholders through profitable growth. In
Technology risk
Moderate
as organisational and technical measures to prevent and address IT
implementing this strategy, the Company has evaluated the relevant
security incidents. Also in 2024, ad pepper Group offers regular cyber
Cybercrime, hacking, identity
Low
operational, strategic, financial and compliance risks as well as the
security awareness trainings for all Group staff due to higher frequency
theft and risk of fraud
risks and opportunities of future market trends for e-commerce in
of so-called fake-president-fraud attempts. The Group repeatedly
Intellectual property rights risk Low
general and for digital advertising providers in particular. The Board
pointed out that no employees, including Board of Directors members,
of Directors is responsible for identifying and managing risks with
Sustainability
Moderate
are allowed to ask for payments/money transfers via email and nobody
appropriate measures. Significant issues are also reviewed with
in the Group is allowed to circumvent the four-eyes-principle. As
Strategic risk
Personnel risk
Low
the Supervisory Board through the two-tier board structure. Internal
mistakes are always possible, the Company is aware that there is a
Market risk
Low
controls have a high priority and are continuously assessed and further
risk that an employee might execute a payment within the maximum
improved. Separation between executive and controlling functions and
Dependency risk
Moderate
available overdraft limit.
compliance with directives and operating instructions are an integral
Platform risk
Moderate
part of the internal control system and no risk with a significant impact
Financial risk
Low profitability
Low
were identified. The risk management and internal control systems,
however, do not provide absolute assurance that errors, fraud losses,
Risks of our M&A strategy
Low
or unlawful acts will not occur. During the 2023 financial year, no
OPPORTUNITIES AND OUTLOOK
Energy supply risk
Low
significant shortcomings were found in the internal risk management
Currency risk
Moderate
and control system, and no risk with a significant impact were
identified. From a current perspective, we foresee no risks that, even in
Tax risk
Low
conjunction with other risks, could threaten the continued existence of
2024 was a difficult year impacted by volatile macro conditions and,
New accounting standards
Low
the ad pepper Group. Please also refer to the disclosure on page 120 in
consequently, cautious spending from clients, particularly those in the
Liquidity and cash flow risks
Low
the Consolidated Financial Statements.
ad agents and ad pepper business. While it is early in the year, we are
not expecting 2025 to show significant macro-economic improvement,
Working capital risk
Moderate
We are convinced that risk management has to be part of the mindset
as also shown in chapter “macroeconomic outlook”. Client caution on
Capital risk
Low
and working methods of our staff, and retaining control is of prime
marketing spend will likely persist, despite the expected lower interest
Compliance risk Governance risk
Low
importance to us. The Company continued to work on optimising its risk
rate environment which represents a tailwind for consumer sentiment
management and internal control systems in 2024 while acknowledging
and activity. At the same time, we believe performance marketing is the
Data risk
Low
that such systems cannot offer absolute assurance against errors
right choice for any client especially in this market environment and are
Violations of other legal
Low
of material importance. The Board of Directors is conscious that
therefore optimistic that our client’s appetite for booking campaigns with
requirements
the Company does not yet have an internal audit function and has
us will further improve. We therefore continue to focus on positioning
discussed this with the Supervisory Board. After an in-depth discussion
the Company for sustainable medium term growth, keeping our cost
the Board of Directors and the Supervisory Board concluded that
structure lean and further improving our profitability as well as fostering
the Company does not currently require an internal audit function,
our relationships with our clients.
although this may change in future depending on further Company
growth. From its evaluations, the Board of Directors concludes that
the risk management system as well as the control of the business
processes and the internal control within the Company are sufficient,
professional, appropriate and effective. The Board of Directors is of
the opinion that the risk management system with its controls and
processes provides an adequate level of assurance on the reliability
of financial information and control information in accordance with
relevant laws and regulations.
67
68
04.6
«
RESPONSIBILITY
STATEMENT
04.6
04.6
RESPONSIBILITY STATEMENT
RESPONSIBILITY STATEMENT
RESPONSIBILITY STATEMENT
In accordance with the EU Transparency Directive, as incorporated
in Chapter 5.1A of the Dutch Financial Supervision Act (Wet op het
financieel toezicht), the Board of Directors declares that, to the best of
its knowledge:
• The Consolidated Financial Statements for the year ended 31
December 2024 give a true and fair view of the assets, liabilities,
financial position and profit or loss of ad pepper media International
N.V. and its consolidated Companies.
• The report of the Board of Directors gives a true and fair view of the
position as of the balance sheet date and the state of affairs during
the 2024 financial year of ad pepper media International N.V. and
its affiliated companies, of which the data has been included in the
Consolidated Financial Statements.
• The report of the Board of Directors describes the principal risks
that ad pepper media International N.V. faces.
Board of Directors
ad pepper media International N.V.
Dr Jens Körner, CEO
Nuremberg, 30 April 2025
71
72
05
«
CONSOLIDATED FINANCIAL
STATEMENTS
05 CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
1/1 - 31/12/2024 1/1 - 31/12/2023
Note
kEUR
kEUR
Gross sales¹
[6]
Media cost²
[8]
-68,206
-64,239
Revenue
[5]
Cost of sales
[8]
-590
-873
Gross profit
Selling and marketing expenses
[9]
-13,363
-14,867
General and administrative expenses
[10]
-7,235
-7,785
Other operating income
[11]
Other operating expenses
[12]
-214
-184
Operating profit / (loss)
-994
Financial income
[13]
Financial expenses
[13]
-69
-46
Share of profit of an associate
[4]
Profit / (loss) before taxes
-631
Income taxes
[14]
-489
-68
Net profit / (loss)
-699
1/1 - 31/12/2024 1/1 - 31/12/2023
Note
kEUR
kEUR
attributable to shareholders of the parent company
-944
attributable to non-controlling interests
[28]
Basic earnings per share on net profit / (loss) for the year
attributable to shareholders of the parent company
[15]
-0.05
Diluted earnings per share on net profit / (loss) for the year
attributable to shareholders of the parent company
[15]
-0.05
Weighted average number of shares outstanding (basic)
[15]
21,951,116
20,676,531
Weighted average number of shares outstanding (diluted) [15]
21,987,446
20,676,531
1 Gross sales represent the total amount billed and billable to clients by the Group, net of discounts, VAT and other sales-related taxes. Disclosure of gross revenue information is not
required under IFRS; however, it is voluntarily disclosed from 1 January 2018 onwards in the Consolidated Income Statement as management has concluded that the information is useful for users
of the financial statements. Please refer to Note [6].
2 Media cost relates to payments made to suppliers of ad inventory (commonly referred to as media buys and publishers). Disclosure of media cost information is not required under IFRS; however,
it is voluntarily disclosed from 1 January 2018 onwards in the Consolidated Income Statement as management has concluded that the information is useful for users of the
financial statements. Please refer to Note [8].
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1/1 - 31/12/2024 1/1 - 31/12/2023
kEUR
kEUR
Net profit / (loss)
-699
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Currency translation differences
Currency translation differences reclassified to profit or loss
-146
Revaluation of listed debt securities
-2
Other comprehensive income/(loss), net of tax
-98
Total comprehensive income/(loss)
-640
Attributable to non-controlling interests
Attributable to shareholders of the parent company
-906
CONSOLIDATED STATEMENT OF FINANCIAL POSITION – ASSETS
31/12/2024 31/12/2023
Note
kEUR
kEUR
Non-current assets
Intangible assets
[16], [17]
Property, plant and equipment
[17]
Right-of-use assets
[41]
Investment in associate
[4]
Other financial assets
[18]
Deferred tax assets
[14]
Total non-current assets
Current assets
Securities and deposits with maturity over three months
[19]
Trade receivables
[20]
Other receivables
[21]
Income tax receivables
[22]
Other financial assets
[23]
Cash and cash equivalents
[24]
Total current assets
Total assets
CONSOLIDATED STATEMENT OF FINANCIAL POSITION – EQUITY AND LIABILITIES
31/12/2024 31/12/2023
Note
kEUR
kEUR
Equity attributable to shareholders of the parent company
Issued capital
[25]
Share premium
[26]
Reserves
[27]
-48,600
-50,669
Total
Non-controlling interests
[28]
Total equity
Non-current liabilities
Other liabilities
[29], [41]
Total non-current liabilities
Current liabilities
Trade payables
[30]
Contract liabilities
[31]
Other liabilities
[32]
Other financial liabilities
[33]
Income tax liabilities
[14]
Total current liabilities
Total liabilities
31/12/2024 31/12/2023
Note
kEUR
kEUR
Total equity and liabilities
CONSOLIDATED STATEMENT OF CASH FLOWS
1/1 - 31/12/2024 1/1 - 31/12/2023
Note
kEUR
kEUR
Net profit / (loss)
-699
Adjustments for:
Depreciation and amortisation
[16], [17], [41]
Gain on sale of fixed assets
[11]
-21
-6
Share-based compensation
[38]
Gain on sale of securities and other investments (after bank charges)
[13], [19]
-17
-2
Other financial income
-230
-163
Share of profit of an associate
[4]
-1,501
-199
Income taxes
[14]
Income from the release of accrued liabilities
[11], [37]
-1,092
-1,016
Other non-cash expenses and (income)
-25
Gross cash flow
-790
Change in trade receivables
[12], [20]
-3,083
Change in other assets
-21
1/1 - 31/12/2024 1/1 - 31/12/2023
Note
kEUR
kEUR
Change in trade payables
[30]
-2,287
Change in other liabilities
-107
Income taxes received
Income taxes paid
-843
-578
Interest received
Interest paid
-69
-46
1/1 - 31/12/2024 1/1 - 31/12/2023
Note
kEUR
kEUR
Net cash flow from operating activities
Purchase of intangible assets and property, plant and equipment
[16], [17]
-303
-114
Proceeds from sale of property, plant and equipment
[11]
Proceeds from sale of securities and maturing fixed deposits
[19]
Purchase of securities
[19]
-3,521
Proceeds from distributed dividends
[4]
Net cash flow from investing activities
Payment of lease liabilities
[41]
-628
-595
Dividends to non-controlling interests
[28]
-669
-286
Transaction costs on issue of shares*
[26]
-24
-12
Net cash flow used in financing activities
-1,321
-893
Net increase in cash and cash equivalents
1/1 - 31/12/2024 1/1 - 31/12/2023
.
Note
kEUR
kEUR
Cash and cash equivalents at beginning of period
Effect of exchange rates on cash and cash equivalents
-96
Cash and cash equivalents at end of period
[24]
*additional transaction costs in conjunction with the investment in solute Holding GmbH & Co. KG made in 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2024
Balance
Net profit /
Other
Total
Share- Dividends Issuance of
Transaction costs
NCI put
Balance at
at
(loss) for the
comprehensive
comprehensive
based
shares related to issue of share
liability 31/12/2024
1/1/2024
period
income
income payment
capital
Note
Issued capital (kEUR)
[25]
Share premium (kEUR)
[26]
-24
Reserves
[27]
Treasury reserve
(kEUR)
-6,138
-6,138
For employee stock
option plans (kEUR)
[38]
Accumulated deficit
(kEUR)
-44,854
-42,780
Currency translation
basis of
preparation
differences (kEUR)
-1,120
-96
-96
-1,216
Revaluation of listed
debt securities (kEUR) [19]
-2
-2
Other reserves (kEUR)
-1,633
-1,633
Subtotal reserves
(kEUR)
-50,669
-98
-48,600
Balance
Net profit /
Other
Total
Share- Dividends Issuance of
Transaction costs
NCI put
Balance at
at
(loss) for the
comprehensive
comprehensive
based
shares related to issue of share
liability 31/12/2024
1/1/2024
period
income
income payment
capital
Note
Equity attributable to
shareholders
of the parent company
(kEUR)
-98
-24
Non-controlling
interests (kEUR)
[28]
-669
Total equity (kEUR)
-98
-669
-24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 2023
Balance
Net
Other
Total
Share- Dividends Issuance of
Transaction costs
NCI put
Balance at
at
profit/(loss)
comprehensive
comprehensive
based
shares related to issue of share
liability
31/12/2023
1/1/2023 for the period
income
income payment
capital
Note
Issued capital (kEUR)
[25]
Share premium (kEUR)
[26]
-12
Reserves
[27]
Treasury reserve
(kEUR)
-6,138
-6,138
For employee stock
option plans (kEUR)
[38]
Accumulated deficit
(kEUR)
-43,910
-944
-944
-44,854
Currency translation
basis of
preparation
differences (kEUR)
-1,153
-1,120
Revaluation of listed
debt securities (kEUR) [19]
-3
Other reserves (kEUR)
-2,070
-1,633
Subtotal reserves
(kEUR)
-50,367
-944
-906
-50,669
Equity attributable to
shareholders
of the parent company
(kEUR)
-944
-906
-12
Non-controlling
interests (kEUR)
[28]
-286
Total equity (kEUR)
-699
-640
-286
-12
06 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CORPORATE INFORMATION [1]
The ad pepper Group is an international provider of interactive products and services for websites and advertisers. The Company currently markets campaigns and websites worldwide and operates from eleven offices in Europe. The ad pepper Group uses state-of-the-art technology to link thousands of small, medium, and large websites to form a top-quality advertising network with global reach and a precise focus on its target groups. In addition to a regional, national, and international marketing presence, website partners receive a large number of other important products and services such as traffic analysis and performance optimisation, provided by the ad pepper Group and its affiliated entities in a localised form.
MATERIAL ACCOUNTING PRINCIPLES [2]
Basis of preparation
The Consolidated Financial Statements have been prepared on a historical cost basis, unless presented otherwise. The Consolidated Financial Statements are presented in EUR. All values are rounded up or down to the nearest thousand euro (kEUR) or million euro (mEUR) except where indicated otherwise. Due to rounding, individual figures may not add up exactly to the totals stated. Based on the requirements of the Dutch Civil Code, a full Annual Report comprises reports from the Board of Directors and the Supervisory Board, Consolidated Financial Statements, Company Financial Statements, and other information.
This report includes the reports from the Board of Directors and the Supervisory Board, Consolidated Financial Statements, Company Financial Statements, and other information.
Statement of compliance
The Consolidated and Company Financial Statements of ad pepper media International N.V. and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), in conjunction with Part 9 of Book 2 of the Dutch Civil Code. The same accounting principles may be applied in the Company’s Financial Statement and the Consolidated Financial Statements. If the accounting principles of the Company’s Financial Statements differ from the accounting principles applied in the Consolidated Financial Statements, this is disclosed.
Basis of consolidation
In doing so, all identifiable assets, liabilities and contingent liabilities are recognised at fair value and measured accordingly in the consolidated balance sheet. Following adjustments to the fair values of assets acquired and liabilities assumed, any resulting positive difference is capitalised in the balance sheet as goodwill. Situations in which the fair value of net assets is greater than the purchase price paid result in a negative difference. In the event that such difference remains following reassessment of the allocation of the purchase price or determining the fair value of acquired assets, liabilities, and contingent liabilities, this is recognised immediately as income. The proportion of assets, liabilities, and contingent liabilities of the subsidiary applicable to non-controlling interest is also recognised at fair value. All intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions that are recognised in assets are eliminated in full.
Consolidated Group
The subsidiaries included in consolidation are as follows:
| Entity | 31/12/2024 | 31/12/2023 |
| Share in percent | Share in percent | |
| ad pepper media GmbH, | ||
| Nuremberg, Germany | 100 | 100 |
| ad pepper media France S.A.R.L., | ||
| Paris, France | 100 | 100 |
| ad pepper media USA LLC, | ||
| New York, USA* | 0 | 100 |
| ad pepper media Spain S.A., | ||
| Madrid, Spain | 65 | 65 |
| Entity | 31/12/2024 | 31/12/2023 |
| Share in percent | Share in percent | |
| Webgains S.L., | ||
| Madrid, Spain | 65 | 65 |
| Webgains Ltd., | ||
| Bristol, United Kingdom | 100 | 100 |
| ad agents GmbH, | ||
| Herrenberg, Germany | 60 | 60 |
| ad agents AG, | ||
| Zürich, Switzerland | 60 | 60 |
| Webgains Italy S.r.L. SB, | ||
| Milan, Italy | 100 | 100 |
| Webgains GmbH, | ||
| Nuremberg, Germany | 100 | 100 |
| Webgains B.V., | ||
| Amsterdam, Netherlands | 100 | 100 |
| Webgains Sp.z o.o., | ||
| Warsaw, Poland | 100 | 0 |
*ad pepper media LLC, New York, USA has been dissolved as of December 31, 2024.
Associate
Since October 2023 the Group holds a 25.64 percent share and has significant influence in solute Holding GmbH & Co. KG. For more details, refer to Note [4].
Summary of new accounting policies
The accounting policies adopted in the preparation of the Group’s annual Consolidated Financial Statements are consistent with those followed in the preparation of the Group’s annual Consolidated Financial Statements for the year ended 31 December 2023 except for the adoption of new standards effective as of 1 January 2024. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Several amendments and interpretations apply for the first time in 2024, but do not have an impact on the Consolidated Financial Statements of the Group. The following amendments, improvements and interpretations to existing standards require first-time application in the financial year beginning 1 January 2024:
•
Amendment to IAS 1 Presentation of Financial Statements- Classification of Liabilities into current and non-current. This amendment should clarify the criteria for the classification of a liability as either current or non-current. The proposed amendments intend to
a) Clarify that the classification is based on the entity’s rights at the end of the reporting period, and
b) Make clear the link between the settlement of the liability and the outflow of resources from the entity.
The amendment has no impact on the Group.
•
Amendment to IFRS 16 Leases: Lease Liability in a Sale and Leaseback: The amendments specify how a seller-lessee measures the lease liability arising in a sale and leaseback transaction in a way that it does not recognise any amount of the gain or loss that relates to the right of use retained. The amendment has no impact on the Group.
•
Amendment to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: These amendments require an entity to provide information about the impact of supplier finance arrangements on liabilities and cash flows. The amendment has no impact on the Group.
New amendments and interpretations requiring application in financial years beginning 1 January 2025:
•
Amendments to IAS 21: The effects of changes in Foreign Exchange Rate: Lack of Exchangeability. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendment is not yet endorsed by EU and is not expected to have an impact on the Group.
New amendments and interpretations requiring application in financial years beginning 1 January 2026:
•
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. The amendments clarify “settlement date” for derecognition of a financial liability. Other clarifications include the classifications of financial assets with ESG linked features. Further disclosures are introduced for financial instruments with contingent features and equity instruments classified at fair value through OCI. The amendment is not yet endorsed by EU and is not expected to have an impact on the Group.
•
Annual Improvements Volume 11. A collection of amendments to IFRS’s to clarify guidance and wording or to correct for relatively minor unintended consequences, conflicts or oversights. The improvements are not yet endorsed by EU and are not expected to have significant impact on the Group
New standards requiring applications in financial years beginning 1 January 2027:
•
IFRS 19 Subsidiaries without Public Accountability. The new standard has been issued on 9 May 2024 and is expected to be effective on 1 January 2027. The amendment is not yet endorsed by EU and is not expected to have an impact on the Group.
•
IFRS 18 Presentation and Disclosure in Financial Statements. The new standard replaces IAS 1 Presentation of Financial Statements. It has been issued on 9 April 2024 and is expected to be effective on 1 January 2027. The Group is evaluating the impact of the standard on the Group’s financial statement.
Significant accounting judgements, estimates and assumptions
In the application of the Group’s accounting policies, which are described below in Note [3], the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Judgements, estimates and assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date have been applied in particular to the assessment of revenue from contracts with customers (Note [5]), accrued liabilities for outstanding affiliate payments (Note [30]), incremental borrowing rates of right-of-use liabilities (Note [41]), the provision for expected credit losses of trade receivables (Note [40]), share based payments (Note [38]) and on the measurement of deferred tax assets on losses carried forward (Note [14]).
A) Judgements
Preparing the financial statements in accordance with the IFRS requires the Group management to make judgements in respect to the recognised amounts of revenue in all three operational segments. The Company assesses its revenue arrangement in its business units against specific criteria in order to determine if it is acting as principal or agent. The factors specified by IFRS 15 indicate that the Group does not control services before they are transferred to customers. Therefore, the Group determined that it is an agent in all its customer contracts and is recognizing its revenue on a net basis, consequently excluding media cost owed to delivery partners from revenue and cost of sales respectively.
B) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Accrued liabilities
In measuring accrued liabilities for affiliate credits not yet disbursed in the Webgains segment, reference has been made to assumptions determined with the assistance of various controlling and reporting tools. Based on various evaluations, the ad pepper Group assesses the disbursement of credits for confirmed transactions that have not been called up more than one year after the closure of the programme as well as of credits of inactive publishers as unlikely and has reduced the accrued liability by the resultant amounts.
The provision for expected credit losses of trade receivables
An impairment analysis is performed at each reporting date using a matrix to calculate expected credit losses (ECL) for trade receivables. The provision is initially based on the Group’s historical observed default rates and potentially adjusted with forward-looking information. At every reporting date, the historical observed default rates are updated, changes in the forward-looking estimates and evidence for impairment are analysed.
Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield, and assumptions about them. For the measurement of the fair value of equity-settled and cash settled transactions with employees at the grant date, the Group uses a Monte Carlo simulation model. For cash- settled share-based payment transactions the liability must be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognised in profit or loss. The assumptions and models used for estimating fair value for share-based payment and cash-settled transactions are disclosed in Note [38].
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available, against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies. Further information is presented in the note on incomes taxes (Note [14]).
Leases – Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease contracts for offices and cars. Therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires estimation when no observable rates are available. The Group estimates the IBR using the market interest rate provided by its bank.
SUMMARY OF MATERIAL ACCOUNTING POLICIES [3]
Foreign currency translation
The Consolidated Financial Statements are presented in EUR, which is the Company’s functional and presentation currency. Each entity in the Group determines its own functional currency, and items included in the financial statements of each entity are measured using that functional currency.
Transactions of foreign currencies are initially recorded at the functional currency rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange applicable at the balance sheet date. All differences are applied as either profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate applicable on the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate applicable on the date when the fair value was determined.
As at the reporting date, the assets and liabilities of those subsidiaries that have a functional currency other than the EUR are translated into the presentation currency of ad pepper media International N.V. (EUR) at the rate of exchange applicable at the balance sheet date, and their income statements are translated at the weighted average exchange rates for the year. The exchange differences arising from the translation are applied directly to other comprehensive income (OCI). On disposal of a foreign entity, the deferred cumulative amount recognised in other comprehensive income relating to that particular foreign operation is recognised in the income statement.
The significant foreign currency exchange rates developed as follows:
| Foreign currency | Closing | Closing | Average | Average |
| per EUR 1 | rate | rate | rate | rate |
| 31/12/24 | 31/12/23 | 2024 | 2023 | |
| USD | 1.045 | 1.1114 | 1.045 | 1.0647 |
| GBP | 0.8295 | 0.8706 | 0.8524 | 0.8877 |
| CHF | 0.9435 | 0.9302 | 1.0341 | 1.0441 |
Property, plant and equipment
Property, plant and equipment are stated at historical cost, excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment in value. Subsequent costs are included in the asset’s carrying value or recognised as separate asset, as appropriate, only when it is probable that future economic benefits associated with the line item will flow to the Group and the cost of the item can be reliably measured. Depreciation is calculated on a straight-line basis over the useful life of the assets. The estimated useful lives of the assets are between three and ten years. An item recorded under property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets have finite lives and are amortised using the straight-line method over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset are reviewed at least at each financial year-end. Gains or losses arising from derecognising an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
•
Office space 1 to 5 years
•
Cars 3 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.
Investment in associates
The group holds an interest in an associate, solute Holding GmbH & Co. KG.
The financial statement of solute Holding GmbH & Co. KG is prepared for the same reporting period as the Group. The accounting policies are aligned with those of the Group. Therefore, no adjustments are made when measuring and recognising the Group’s share of the profit or loss of the investee after the date of acquisition.
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. In general, significant influence can be assumed when the interest in an associate is higher than 20 percent and lower than 50 percent of the voting rights.
The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries. The Group’s investment in its associate is accounted for using the equity method.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss outside operating loss and represents profit or loss after tax and non- controlling interests in the subsidiaries of the associate.
Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets or the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested separately.
The statement of profit or loss reflects the Group’s share of the results of operations of the associate. Any changes in OCI are presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. Once a year, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and it’s carrying value and then recognises the loss, if any, within “Share of profit of an associate” in the statement of profit or loss.
Upon gaining of control over the associate in a step acquisition, the Group fully consolidates the subsidiary and accounts the business combination under the acquisition method. In accordance with this method, the purchase price is allocated to the fair value of the interest held in the net assets of the consolidated subsidiaries at the time of acquisition.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group’s lease liabilities are included in other long-term and short-term financial liabilities.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of office space and cars (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be of low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.
Research and development costs
Research costs are expensed as incurred. An intangible asset resulting from the development of an individual project is only capitalised when it cumulatively meets the criteria for recognition stipulated in IAS 38. During the period of development, the asset is tested for impairment annually. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that a non-monetary asset (property, plant and equipment; intangible assets, right-of-use assets) may be impaired. The Group assesses whether climate risks, including physical risks and transition risks could have a significant impact. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of the fair value of the asset or cash-generating unit less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, an appropriate valuation model is used. The valuation model is based on a discounted cash flow method.
Impairment losses are recognised in the income statement in those expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group makes an estimate of the recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If this is the case, the carrying amount of the asset is increased to its recoverable amount. This increased amount shall not exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised on the asset in prior years. Such reversal is recognised in profit or loss. Impairment losses recognised for goodwill are not reversed for subsequent increases in its recoverable amount.
Other receivables
Other receivables consist mainly of advance payments. Upon initial recognition, other receivables are measured at fair value. Subsequently, they are measured at amortised cost, after deduction of any write-downs. A write-down is applied when objective indications suggest that the receivable may not be fully collectible. An allowance for expected credit losses (ECLs) is a present value of the difference between the contractual cash flows due and all the cash flows expected to be received.
Investments and other financial assets
Financial assets within the scope of IFRS 9 Financial Instruments are classified and subsequently measured at fair value through profit or loss, amortised cost, or fair value through OCI, as appropriate. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at instrument level. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
For purposes of subsequent measurement, financial assets are classified in four categories:
•
Financial assets at amortised cost (debt instruments)
•
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
•
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
•
Financial assets at fair value through profit or loss
Fair value
The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis or other valuation models.
Impairment of financial assets carried at amortised cost
The Group recognises an allowance for expected credit losses (ECL) for all debt instruments not held at fair value through profit or loss. For trade receivables and contract assets, the Group applies a simplified approach in calculating ECL in line with IFRS 9. An allowance for expected credit losses (ECLs) is a present value of the difference between the contractual cash flows due and all the cash flows expected to be received.
A default on receivables expected over the respective term (stage 2 of the impairment model) is determined for trade accounts receivable based on historical default rates for a respective customer portfolio, adjusted for forward-looking factors specific to the debtors and the economic environment, based on segment and geographic allocation.
When actions such as insolvency or comparable proceedings have been initiated or other substantial indications that receivables are impaired become apparent like a deterioration of the payment behavior, the receivables are individually tested for impairment (stage 3 of the impairment model). All receivables more than 90 days overdue are tested for impairment. Impaired debts are written off when they are deemed uncollectable. In the reporting year, bad debt allowance on trade receivables was applied at a rate of 50 percent after 120 days overdue, 75 percent after 240 days overdue, and 100 percent after one year overdue. However, in certain cases the Group may also consider a financial asset to be uncollectable when external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full, before taking into account any credit enhancements held by the Group.
The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss. If the amount of the impairment loss decreases in a subsequent period and the decrease can be related objectively to an event occurring after the recognition of impairment, the impairment loss previously recognised is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.
Treasury shares
The Group’s own equity instruments that are repurchased (treasury shares) are deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue, or cancellation of the Group’s own equity instruments.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and in hand and short-term highly liquid deposits with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above.
Provisions and accrued liabilities
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation although the respective due date or amount is still uncertain. If the effect of the time value of money is material, long-term provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Accrued liabilities are obligations to pay for goods or services received or delivered that have neither been paid, nor invoiced by the suppliers. Even though estimates are occasionally required to determine the amount or timing of accrued liabilities, the degree of uncertainty is generally much lower than for provisions. Accrued liabilities are recognised under trade payables.
Contract liabilities
A contract liability is recognised if a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract.
Current financial liabilities
Current financial liabilities are liabilities, that must be settled in cash or other financial assets. Based on their nature, financial liabilities are measured at amortised costs and are derecognised upon settlement or cancellation.
The Company accounts for a written call / put option over the 35 percent non-controlling interest in ad pepper media Spain S.A. by considering a financial liability with the present value of the exercise price of the option. The Company assessed that the prerequisites for the transfer of the shares are fulfilled at the balance sheet date and therefore assumes the exercise of the put option by the holder, classifying the liability as current. The attributable changes in the value of the financial liability are recognised in the equity component “other reserves”.
Share-based payment transactions
Equity-settled transactions
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined using an appropriate pricing model, further details of which are given in Note [38]. The cost of equity-settled transactions (remuneration cost) is recognised, together with a corresponding increase in equity, over the period in which the performance and / or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the “vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (further details are provided in Note [15]).
Cash-settled transactions
Board of Directors are granted share appreciation rights (SAR’s), settled in cash. The options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being granted.
A liability is recognised and measured initially and at the end of each reporting period until settled, at the fair value of the share appreciation right, by applying an option price model, taking into account the terms and conditions on which the share appreciation rights were granted, and the extent to which the director has rendered services to date. Fair value changes are recognised in employee benefits expense included in the general & administrative costs.
Revenue from contracts with customers
The Group is in the business of providing performance marketing services, in which third parties provide services to its customers. When another party provides goods or services to its customers, the Group determines whether it is a principal or an agent in these transactions by evaluating the nature of its promise to the customer. The Company has concluded that it is acting as an agent in all of its revenue arrangements, as its role is restricted to arranging a third party that supplies ad inventory to deliver the ad to the end customer. Consequently, the Group records revenue at the net amount that it retains for its services, which is limited to campaign management, while media cost for ad inventory used is excluded from the revenue definition. For further explanations, please refer to Note [2].
Revenue from contracts with customers is recognised when the service is rendered. Depending on the requirements of the specific product, this usually occurs when successful transactions result from user action (CPA), ad impressions are generated (CPC) or personal data is provided (CPL). Gross sales represent the total amount billed and billable to clients by the Group, net of discounts, VAT and other sales-related taxes. Disclosure of gross sales information is not required under IFRS, however, it is voluntarily disclosed in the Consolidated Income Statement, as management has concluded that the information is useful for users of the financial statements.
As all performance obligations have an original expected duration of less than one year and meet the requirement of the right to invoice practical expedient in IFRS 15.B16, the Company does not disclose the amount of the remaining performance obligations.
Rendering of services
Webgains
Revenue in this segment is generated by placing the merchant’s advertising on publishers’ websites (affiliate marketing). By using the Webgains technology platform, appropriate publishers are selected for placement of the advertisements on websites likely to drive traffic back to the merchant’s website and consequently enhance the merchant’s transaction values. The merchant pays us on a cost-per-action basis (CPA), which means that the merchant only pays when successful transactions result from the traffic. The price billed to the merchant consists of an override and a commission. The override is considered the amount the Group is entitled to for its services.
The commission is the amount paid to our publishers and is excluded under IFRS 15 from the revenue definition. Consequently, commission to publishers is also not included in the Group’s cost of sales. The contractual agreement provides the customer with a recall period, where every occurred transaction can be cancelled within a certain period.
Depending on the industry the transaction occurred in, the recall periods range from 30 days in the fashion and beauty industry up to 360 days for insurance, travel and mobile sales. Based on historical data, the Group calculates at year-end the amount to be recognised as return assets and refund liabilities for transactions in the recall period.
ad pepper
Revenue in the ad pepper segment is generated by marketing internet advertising space. Advertising customers book units (ad impressions, ad clicks, registrations, mail-outs, transactions) via the Company, and these are then supplied over a period defined by the customer. ad pepper customers pay us on the basis of cost per click (CPC), cost per lead (CPL) or cost per impression (CPM). All of the three billing methods consist of media costs owed to ad pepper’s delivery partners and a service charge as an amount levied by the Group for its services. The media cost is the amount paid to the delivery partners and is excluded under IFRS 15 from the revenue definition. Consequently, media costs are also not included in the Group’s cost of sales.
In cases in which the campaign starts before the balance sheet date and lasts beyond this date, revenue is accounted proportionately based on the stage of completion at the end of the reporting period. Stage of completion is determined as the proportion of the costs incurred until the end of the reporting period in the total costs of the campaign, which can be reliably estimated.
ad agents
Revenue in the ad agents segment is mainly generated by providing search engine advertising. In these contractual agreements with clients where search engine providers are contracted by ad agents, and on its behalf the amounts billed to customers consist of media costs owed by ad agents to the search engine providers and a fee as a percentage of the media cost, the Group levies for its services. In other contractual arrangements, the search engine provider enters a direct contractual agreement with ad agents’ client, so that media costs are not invoiced by ad agents but are charged from search engine provider to client directly. In this case, the amount billed to the customer consists only of the fee as a percentage of the media cost.
In both cases, the Group is only entitled to the service charge as a percentage of the media budget. Media costs billed to clients and owed to search engine providers for indirect billing agreements do not constitute revenue according to IFRS 15 and are consequently excluded from cost of sales.
Interest income
Interest income is recognised as it accrues using the effective interest rate method.
Current income tax
Current taxes are determined on the basis of annual earnings with due reference to national tax rates and tax legislation in the various tax jurisdictions valid as of the balance sheet date. Current income tax relating to items recognised directly in other comprehensive income is only recognised there and not in the income statement.
Current tax assets and liabilities are only offset by each entity in the Group if:
•
It has a legally enforceable right to set off the recognised amounts, and
•
It intends to either settle on a net basis or realise the asset and settle the liability simultaneously.
Entities in the Group typically have the right to offset a current tax asset against a current tax liability if both are related to income taxes levied by the same taxation authority and the authority allows for a single net payment. In the Consolidated Financial Statements, offsetting of current tax assets and liabilities across different entities in the Group is permissible only if the entities in the Group have a legal right to make or receive a single net payment and intend to do so, or plan to realise the asset and settle the liability at the same time.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences, except for goodwill, whereon the recognition is not permitted. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred income tax relating to items recognised directly in other comprehensive income is only recognised there and not in the income statement. Deferred income tax assets and deferred income tax liabilities are offset if there is a legally enforceable right to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Climate-related matters
The Group considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the group due to both physical and transition risks. Even though the Group believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions. Even though climate-related risks might not currently have a significant impact on measurement, the Group is closely monitoring relevant changes and developments, such as new climate-related legislation.
The following item is most directly impacted by climate-related matters:
-
Useful life of property, plant and equipment. When reviewing the residual values and expected useful lives of assets, the Group considers climate-related matters, such as climate- related legislation and regulations that may restrict the use of assets or require significant capital expenditures. See paragraph “property, plant and equipment of Note [3] for further information.
BUSINESS COMBINATIONS & INVESTMENTS IN AN ASSOCIATE [4]
As in 2023, no business combinations occurred in the 2024 financial year.
Since 30 October 2023 the Group has a 25.64 percent interest and significant influence in solute Holding GmbH & Co. KG, Hanover, Germany, which is the Holding Company of solute GmbH, an operator of price comparison portals in Germany.
ad pepper and solute operate complementary business models with adjacent technical capabilities, customer relationships and geographic footprints. The objective of the transaction is to create a dynamic, innovative and well-capitalised listed market leader in performance marketing and digital marketplaces (price comparison).
solute Holding GmbH & Co. KG is a private entity that is not listed on any public exchange. The Group’s interest in solute Holding GmbH & Co. KG is accounted for using the equity method in the consolidated financial statements. There are no restrictions arising from agreements, regulatory stipulations or contracts amongst investors who exert significant influence on the associate.
The following table illustrates the summarised financial information of the Group’s investment in solute Holding GmbH & Co. KG. The associate is not subject to any contingent liabilities or restrictions.
| 31/12/2024 | 31/12/2023* | |
| kEUR | kEUR | |
| Current assets | 18,879 | 10,733 |
| Non-current assets | 8,153 | 9,729 |
| Non-current liabilities | 0 | 463 |
| Current liabilities | 4,974 | 4,438 |
| Provisions | 2,014 | 1,385 |
| Equity | 20,044 | 14,177 |
| Groups share in equity 25.64 % (2023: 25.64 % for November and December 2023) | 5,139 | 3,634 |
| Distributed dividend | -135 | 0 |
| Notional goodwill | 52 | 52 |
| Group’s carrying amount of the investment | 5,056 | 3,687 |
*Due to a calculation error we adjusted 2023 balance sheet figures of solute within the comparative figures in this disclosure note. The adjustment has no material impact on the investment valuation as of 31 December 2023.
| 1/1/ – 31/12/2024 | 1/1/ – 31/12/2023 | |
| kEUR | kEUR | |
| Revenue | 44,707 | 35,537 |
| Cost of Sales | -33,327 | -25,893 |
| Gross profit | 11,380 | 9,644 |
| Selling and marketing expenses | -2,622 | -2,277 |
| General and administrative expenses | -6,275 | -6,649 |
| Other operating income | 1,173 | 1,116 |
| Other operating expenses | -253 | -218 |
| Finance income | 3,536 | 90 |
| Finance expense | -28 | -79 |
| Profit / (loss) before tax | 6,913 | 1,627 |
| Income taxes | -1,045 | -444 |
| Profit / (loss) for the period | 5,867 | 1,183 |
| Other comprehensive income | 0 | 0 |
| Total comprehensive income | ||
| for the period | 0 | 0 |
| Group’s share of profit / (loss) for the period | 1,504 | 199 |
REVENUE FROM CONTRACTS WITH CUSTOMERS [5]
Disaggregated revenue information
The following is a breakdown of the Group’s revenue from contracts with customers, which is based on the invoicing country:
| For the year ended 31 December 2024 | ||||
| Segments | ad pepper | Webgains | ad agents | Total |
| kEUR | kEUR | kEUR | kEUR | |
| Geographical markets | ||||
| Germany | 1,026 | 2,566 | 5,102 | 8,695 |
| United Kingdom | 0 | 6,066 | 0 | 6,066 |
| Spain | 1,068 | 2,146 | 0 | 3,214 |
| Other* | 0 | 1,577 | 1,898 | 3,476 |
| Revenue | 2,095 | 12,355 | 7,000 | 21,450 |
| For the year ended 31 December 2023 | ||||
| Segments | ad pepper | Webgains | ad agents | Total |
| kEUR | kEUR | kEUR | kEUR | |
| Geographical markets | ||||
| Germany | 926 | 2,640 | 5,569 | 9,134 |
| United Kingdom | 0 | 6,135 | 0 | 6,135 |
| Spain | 1,366 | 1,992 | 0 | 3,359 |
| Other* | 0 | 1,201 | 1,920 | 3,121 |
| Revenue | 2,292 | 11,968 | 7,489 | 21,749 |
*includes Switzerland, France, Italy and the Netherlands.
Contract balances
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Contract liabilities | 223 | 382 |
Contract liabilities include short-term advances received from customers during 2024 mainly to render SEA (Search Engine Advertising) services in the ad agents segment.
Performance obligations
Information about the Group’s performance obligations is summarised below:
ad pepper
Service orders received from clients in accordance with framework agreements are generally short term in nature. The performance obligation is satisfied over time and usually occurs when the user provides personal data or when an impression is generated on the user’s device. Revenue therefore accrues each time the ad is displayed or personal data is entered by the user. Clients are invoiced monthly for the service delivered during the month based on the agreed transaction price multiplied by the delivered amounts. Payment is generally due within 14 days of invoicing.
As all ads are placed on third-party ad inventory properties, the Group has no control over the advertising inventory before it is transferred to its customers, with the Group acting as an agent in all contractual arrangements.
ad agents
Service orders received from clients in accordance with annual framework agreements are generally short term in nature. The performance obligation resulting from each service order is satisfied over time and occurs when the user clicks on the phrase created and placed by ad agents on search engines. The customer pays on a CPC basis, which means that the customer pays ad agents only when a user clicks on the ad in the search engine. Clients are invoiced monthly for the services provided during the month as a percentage fee of the media budget used during the month or in case of indirect billing contracts as media budget used for third-party delivery partners plus a percentage fee of the media budget. The payments are due within 0 to 90 days from invoicing.
As all ads are placed on third-party ad inventory properties, the Group has no control over the advertising inventory before it is transferred to our customers, with the Group acting as an agent in all contractual arrangements.
Webgains
The performance obligation is satisfied over time and occurs when successful transactions result from traffic. Contracts with clients are generally concluded for periods of 12 months or less. The invoicing is transaction-based and is carried out monthly.
The contract provides the customer with a recall period, in which any transaction can be cancelled within a certain period. Depending on the industry, the recall periods range from 30 days in the fashion and beauty industry and up to 360 days for insurance, travel and mobile sales. Based on historical data, at year-end the Group calculates the amount to be recognised as return assets and refund liabilities for transactions in the recall period. As at 31 December 2024 and 31 December 2023, the Group’s calculation resulted in amounts that have no material impact on the revenue recognised in the financial year.
As all performance obligations have an original expected duration of less than one year and meet the requirement of the right to invoice practical expedient in IFRS 15.B16, the Company does not disclose the amount of the remaining performance obligations.
SEGMENT REPORTING [6]
IFRS 8 requires entities to report financial and descriptive information on their reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specific criteria. Operating segments are components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance.
Generally, financial information must be reported on the same basis as it is used internally for evaluating operating segment performance and deciding how to allocate resources to operating segments. Financial information reported to the Group’s chief operating decision-maker for the purposes of resource allocation and assessment of segment performance is focused on the category Segment profit, reflecting the EBIT (Earnings before interest and taxes) or EBITDA (Earnings before interest, taxes, depreciation and amortisation) earned by each segment as stipulated by the IFRS.
This is the measure reported to the chief operating decision-maker for the purposes of resource allocation and assessment of segment performance. The basis of accounting for intersegment transactions is the “dealing at arm’s length” principle.
| Intersegment | ||||||
| Financial year 2024 | ad pepper | Webgains | ad agents | Admin | elimination | Group |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Gross sales* | 4,282 | 58,274 | 27,101 | 0 | 0 | 89,656 |
| Thereof external | 4,282 | 58,274 | 27,101 | 0 | 0 | 89,656 |
| Thereof intersegment | 0 | 0 | 0 | 0 | 0 | 0 |
| Revenue | 2,095 | 12,355 | 7,001 | 171 | -172 | 21,450 |
| Thereof external | 2,095 | 12,355 | 7,000 | 0 | 0 | 21,450 |
| Thereof intersegment | 0 | 0 | 1 | 171 | -172 | 0 |
| Gross profit | 1,846 | 12,052 | 6,792 | 171 | -1 | 20,861 |
| Intersegment | ||||||
| Financial year 2024 | ad pepper | Webgains | ad agents | Admin | elimination | Group |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Expenses (including cost of | -2,476 | -9,895 | -6,477 | -1,613 | 171 | -20,291 |
| sales) and other income | ||||||
| Thereof amortisation and | ||||||
| depreciation | -109 | -347 | -199 | -188 | 0 | -844 |
| Thereof other non-cash | -100 | -75 | -15 | 0 | 0 | -190 |
| expenses | ||||||
| Thereof other non-cash income | 177 | 1,053 | 63 | -50 | 0 | 1,243 |
| EBITDA | -273 | 2,808 | 723 | -1,254 | -1 | 2,003 |
| Operating profit (EBIT) | -382 | 2,461 | 524 | -1,442 | -1 | 1,160 |
| Financial income | 0 | 54 | 9 | 299 | -45 | 317 |
| Financial expenses | -24 | -74 | -14 | -3 | 45 | -69 |
| Share of profit of an associate | 0 | 0 | 0 | 1,501 | 0 | 1,501 |
| Income taxes | -50 | -205 | -228 | -6 | 0 | -489 |
| Net profit/(loss) for the year | -455 | 2,236 | 290 | 349 | -1 | 2,419 |
| Financial year 2023 | ad pepper | Webgains | ad agents | Admin | Intersegment | Group |
| elimination | ||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Gross sales* | 4,643 | 55,547 | 25,797 | 186 | -186 | 85,988 |
| Thereof external | 4,643 | 55,547 | 25,797 | 0 | 0 | 85,988 |
| Thereof intersegment | 0 | 0 | 0 | 186 | -186 | 0 |
| Revenue | 2,292 | 11,968 | 7,489 | 186 | -186 | 21,749 |
| Thereof external | 2,292 | 11,968 | 7,489 | 0 | 0 | 21,749 |
| Thereof intersegment | 0 | 0 | 0 | 186 | -186 | 0 |
| Gross profit | 2,056 | 11,477 | 7,157 | 186 | 0 | 20,876 |
| Expenses (including cost of sales) | -2,886 | -10,375 | -7,516 | -2,151 | 186 | -22,743 |
| and other income | ||||||
| Thereof amortisation and | ||||||
| depreciation | -111 | -467 | -236 | -204 | 0 | -1,018 |
| Thereof other non-cash expenses | -162 | 0 | 0 | -47 | 0 | -209 |
| Intersegment | ||||||
| Financial year 2023 | ad pepper | Webgains | ad agents | Admin | elimination | Group |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Thereof other non-cash income | 91 | 1,137 | 19 | 4 | 0 | 1,251 |
| EBITDA | -483 | 2,060 | 209 | -1,762 | 0 | 24 |
| Operating profit (EBIT) | -593 | 1,593 | -27 | -1,967 | 0 | -994 |
| Financial income | 0 | 19 | 4 | 236 | -48 | 210 |
| Financial expenses | -12 | -55 | -15 | -11 | 48 | -46 |
| Share of profit of an associate | 0 | 0 | 0 | 199 | 0 | 199 |
| Income taxes | -59 | -95 | 86 | 0 | 0 | -68 |
| Net profit/(loss) for the year | -665 | 1,461 | 47 | -1,542 | 0 | -699 |
*Gross sales represent the total amount billed and billable to clients by the Group, net of discounts, VAT and other sales-related taxes. Disclosure of gross revenue information is not required under IFRS; however, it is voluntarily disclosed from 1 January 2018 onwards in the Consolidated Income Statement since management has concluded that the information is useful for users of the financial statements.
Geographical information
The Group operates in three principal geographical areas – the United Kingdom, Germany and Spain. The Group also operates in Switzerland, France, Italy and the Netherlands, which are grouped in the table below under “other”. The Group’s revenue from continuing operations from external customers and information about its non-current assets by geographical locations are detailed below whereby non-current assets are shown exclusive of financial instruments and investments.
| Revenue from external customers | Non-current assets | Investment in an associate | ||||
| 2024 | 2023 | 31/12/2024 | 31/12/2023 | 31/12/2024 | 31/12/2023 | |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Germany | 8,695 | 9,134 | 850 | 420 | 5,056 | 3,687 |
| United Kingdom | 6,066 | 6,135 | 628 | 876 | 0 | 0 |
| Spain | 3,214 | 3,359 | 80 | 164 | 0 | 0 |
| Other | 3,476 | 3,121 | 74 | 64 | 0 | 0 |
| Total | 21,450 | 21,749 | 1,633 | 1,524 | 5,056 | 3,687 |
NOTES TO THE INCOME STATEMENT [7]
The income statement was prepared using the function of expense method. The expenses include personnel expenses of EUR 15,404k (2023: EUR 16,423k) as well as depreciation and amortisation of EUR 750k (2023: EUR 1,018k), thereof EUR 631k (2023: EUR 638k) depreciation on right-of-use assets. Amortisation of intangible assets is included in selling expenses EUR 84k (2023: EUR 249k) and administration expenses EUR 12k (2023: EUR 22k). The personnel expenses include the employer’s contribution to state pension schemes amounting to EUR 648k (2023: EUR 716k), which must be disclosed as employer’s contribution to a defined contribution plan.
MEDIA COST AND COST OF SALES [8]
| Media cost | 2024 | 2023 |
| kEUR | kEUR | |
| ad pepper | 2,187 | 2,351 |
| ad agents | 20,100 | 18,309 |
| Webgains | 45,919 | 43,579 |
| Total media cost | 68,206 | 64,239 |
| COS | 590 | 873 |
| Total | 68,796 | 65,112 |
Cost of sales predominantly comprises third-party data center services, professional fees, and other purchased services.
SELLING AND MARKETING EXPENSES [9]
This item comprises all costs associated with attracting customers and orders. The expenses are broken down as follows:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Personnel costs | 11,118 | 12,008 |
| Depreciation and amortisation | 66 | 80 |
| Advertising and sales promotion | 315 | 330 |
| Professional and other services | 659 | 927 |
| General operating costs | ||
| (communication, travel, other | ||
| supplies) | 1,114 | 1,248 |
| Other | 90 | 274 |
| Total | 13,363 | 14,867 |
GENERAL AND ADMINISTRATIVE EXPENSES [10]
The expenses are broken down as follows:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Personnel costs | 4,286 | 4,415 |
| Depreciation on right-of-use assets | 608 | 606 |
| Depreciation and amortisation | 85 | 83 |
| Other facility costs | 454 | 510 |
| Professional and other services | 1,061 | 1,482 |
| General operating costs | ||
| (communication, travel, other supplies) | 724 | 647 |
| Other | 17 | 43 |
| Total | 7,235 | 7,785 |
OTHER OPERATING INCOME [11]
Other operating income consists of the following:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Foreign exchange gains | 46 | 0 |
| Gains on sale of property, plant | ||
| and equipment | 21 | 6 |
| Income from the release | ||
| of accrued liabilities | 789 | 865 |
| Other | 254 | 95 |
| Total | 1,110 | 966 |
Income from the release of accrued liabilities includes an amount of EUR 620k (2023: EUR 706k) relating to reversals of non-disbursed affiliate credits in the Webgains segment that the ad pepper Group believes are unlikely to be paid out and reversals of EUR 168k in connection with time-barred claims (2023: EUR 159k).
Other contains mainly a received settlement payment amounting to EUR 150k, closing a legal dispute with pepper.com.
OTHER OPERATING EXPENSES [12]
Other operating expenses consist of the following:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Foreign exchange losses | 0 | 82 |
| Expected credit losses | ||
| on trade receivables | 190 | 82 |
| Other | 24 | 20 |
| Total | 214 | 184 |
FINANCIAL RESULT, NET [13]
Net financial result consists of the following:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Interest income | 300 | 208 |
| Realised gains from securities | ||
| measured at ”fair value through | ||
| other comprehensive income“ | 17 | 2 |
| Financial income | 317 | 210 |
| Interest expenses | 0 | -6 |
| Interest on lease liabilities | -69 | -40 |
| Financial expenses | -69 | -46 |
| Net financial result | 247 | 164 |
| Income tax expenses | 2024 | 2023 |
| kEUR | kEUR | |
| Current income tax expenses | -374 | -172 |
| Deferred income tax income/(expense) | -115 | 104 |
| Total | -489 | -68 |
The current income taxes reported relate to the taxes paid or payable by individual local entities. The calculation of the deferred taxes was based on the country-specific tax rates. Due to the existing unused tax losses in ad pepper media International N.V., ad pepper media France S.A.R.L., Webgains Ltd. and Webgains Italy S.r.L. SB, deferred tax assets of EUR 10,222k (2023: EUR 10,954k) were calculated on the basis of the unused tax losses of EUR 33,206k (2023: EUR 36,046k). Deferred tax assets from unused tax losses were recorded to the extent that it is probable that future taxable profit is available against which they can be utilised within a foreseeable planning period.
Thus, an amount of deferred tax assets of EUR 41k (2023: EUR 165k) has been recognised for the tax loss carry forwards. All of the available tax loss carry forwards are non-expiring. The deferred tax asset for the tax loss carry forward is calculated with the local substantially enacted future tax rate on the budgeted taxable income for the following financial year.
In addition to the unused tax losses, the following significant deferred tax liabilities result from temporary differences:
| Deferred tax liabilities | 2024 | 2023 |
| kEUR | kEUR | |
| Other | 0 | 0 |
| Total | 0 | 0 |
Changes in deferred tax liabilities on temporary differences recognised in profit or loss amount to EUR 0k (2023: EUR 0k). The change in deferred tax assets on temporary differences recognised in profit or loss amounts to EUR 9k (2023: EUR 18k). Deferred tax assets and liabilities are netted if the Company has the legally enforceable right to set off current tax assets against current tax liabilities and if they relate to the same tax authorities and the same taxable entity.
As a result, deferred tax assets of EUR 68k (2023: EUR 183k) and deferred tax liabilities of EUR 0k (2023: EUR 0k) were recognised in the statement of financial position. Deferred tax assets and liabilities are classified as non-current. Deferred tax assets of EUR 0k (2023: EUR 0k) on tax losses are recognised for companies with a history of losses. No deferred tax liabilities were recognised
as of 31 December 2024 (2023: EUR 0k) for taxes on non-distributed profits of subsidiaries. If deferred taxes were to be recognised for these temporary differences, only the source tax rates applicable in each case, where appropriate considering the German tax of 5 percent on the distributed dividends, would have to be applied for the computation.
ad pepper media International N.V. has its tax domicile in Germany and forms a fiscal unity with ad pepper media GmbH and Webgains GmbH. The reconciliation between expected income tax expense and actual income tax expense based on the German statutory tax rate (combined corporate income tax and trade tax on income) of 32.17 percent (2023: 32.17 percent) is as follows:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Expected income tax | -936 | 203 |
| Effect of lower tax rate | ||
| in other jurisdiction | 213 | 150 |
| Tax-free gains | 42 | 1 |
| Prior year income tax | -21 | 58 |
| Gains on databases | ||
| sold intercompany | 0 | 0 |
| Utilisation of previously | ||
| unrecognised tax losses | 0 | 5 |
| Current year tax losses | ||
| not recognised | -244 | -525 |
| Non-deductible stock option | ||
| income/(expense) | -19 | -76 |
| (De) recognition of prior year losses | 66 | 69 |
| Tax-exempt income from investment | ||
| in associates | 485 | 64 |
| 2024 | 2023 | |
| kEUR | kEUR | |
| Non-tax-deductible | ||
| expenses and other | -75 | -17 |
| Actual income tax expenses | -489 | -68 |
EARNINGS PER SHARE [15]
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The income and share data used in the computations of basic and diluted earnings per share are as follows:
| 2024 | 2023 | |
| Net profit / (loss) attributable to shareholders of the parent company in kEUR | 2,074 | -944 |
| Number of shares at the | ||
| beginning of the period | 21,951,116 | 20,257,872 |
| Number of shares at the | ||
| end of the period | 21,951,116 | 21,951,116 |
| Weighted average number of shares outstanding (basic) | 21,951,116 | 20,676,531 |
| Weighted average number of shares outstanding (diluted) | 21,987,446 | 20,676,531 |
| Earnings per share in EUR (basic) | ||
| 0.09 | -0.05 | |
| Earnings per share in EUR (diluted) | 0.09 | -0.05 |
The weighted average number of shares outstanding in 2024 was calculated on a daily basis. In 2024 the options granted resulted in a dilution of 36,330 shares (2023: no dilution).
No treasury shares (2023: no shares) were sold in connection with the exercise of employee stock options. Diluted earnings per share are computed based on the weighted average number of ordinary shares outstanding, including the dilutive effect of shares to be issued in the future under certain arrangements such as option plans.
NON-CURRENT ASSETS
INTANGIBLE ASSETS [16]
In 2024 and 2023, no software IT solutions were developed in-house for the Company’s own use, and therefore none were capitalised. Expenses were related to maintenance. Additions of EUR 261k (2023: EUR 61k) ate to the purchase of additional software for operational and administrative purposes. Software and databases are amortised over a useful life of three to five years .
MOVEMENT SCHEDULE OF INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT [17]
| Historical cost | Accumulated depreciation / amortisation / impairment | Book value | ||||||||||
| Financial year 2024 | Balance at | Additions | Disposals | Exchange | Balance at | Balance at | Depreciation / | Disposals | Exchange | Balance at | Financial year | Previous |
| 1/1/2024 | differences | 31/12/2024 | 1/1/2024 | amortisation | differences | 3/12/2024 | 31/12/2024 | year | ||||
| 31/12/2023 | ||||||||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Intangible assets | ||||||||||||
| Software | 3,161 | 261 | 0 | 56 | 3,478 | -2,994 | -96 | 0 | -53 | -3,143 | 335 | 167 |
| Brands and | ||||||||||||
| customer bases | 644 | 0 | 0 | 0 | 644 | -643 | 0 | 0 | 0 | -643 | 1 | 1 |
| Total | 3,805 | 261 | 0 | 56 | 4,122 | -3,637 | -96 | 0 | -53 | -3,786 | 336 | 168 |
| Property, plant | ||||||||||||
| and equipment | ||||||||||||
| Other equipment, | ||||||||||||
| operational and | ||||||||||||
| office equipment | 1,091 | 42 | -332 | 10 | 811 | -918 | -116 | 332 | -9 | -711 | 100 | 173 |
| Total | 4,896 | 303 | -332 | 66 | 4,933 | -4,555 | -213 | 332 | -62 | -4,498 | 436 | 341 |
| Historical cost | Accumulated depreciation / amortisation / impairment | Book value | ||||||||||
| Financial year | Balance at | Additions | Disposals | Exchange | Balance at | Balance at | Depreciation/ | Disposals | Exchange | Balance at | Financial year | Previous |
| 2023 | 1/1/2023 | differences | 31/12/2023 | 1/1/2023 | amortisation | differences | 31/12/2023 | 31/12/2023 | year | |||
| 31/12/2022 | ||||||||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Intangible assets | ||||||||||||
| Software | 3,081 | 61 | 0 | 19 | 3,161 | -2,709 | -271 | 0 | -14 | -2,994 | 167 | 372 |
| Brands and | ||||||||||||
| customer bases | 644 | 0 | 0 | 0 | 644 | -642 | -1 | 0 | 0 | -643 | 1 | 2 |
| Total | 3,725 | 61 | 0 | 19 | 3,805 | -3,351 | -272 | 0 | -14 | -3,637 | 168 | 374 |
| Property, plant | ||||||||||||
| and equipment | ||||||||||||
| Other | ||||||||||||
| equipment, | ||||||||||||
| operational and | ||||||||||||
| office equipment | 1,128 | 53 | -93 | 3 | 1,091 | -898 | -108 | 90 | -2 | -918 | 173 | 230 |
| Total | 4,853 | 114 | -93 | 22 | 4,896 | -4,249 | -380 | 90 | -16 | -4,555 | 341 | 604 |
OTHER NON-CURRENT FINANCIAL ASSETS [18]
Other financial assets consist of the following and are measured at amortised cost:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Deposits | 356 | 249 |
| Total | 356 | 249 |
The maturities of the other financial assets as at the end of the period are as follows:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Due in between one and five years | 356 | 249 |
| Due in more than five years | 0 | 0 |
| Total | 356 | 249 |
CURRENT ASSETS
CURRENT SECURITIES [19]
Overview about current securities:
| 2024 | Debt securities | Deposits | Total |
| kEUR | kEUR | kEUR | |
| Book value 1/1 | 1,985 | 1,538 | 3,523 |
| Maturity | -2,000 | -1,538 | -3,538 |
| Realised gains/losses (-) | 17 | 0 | 17 |
| Unrealised gains/losses (-) | -2 | 0 | -2 |
| Book value 31/12 | 0 | 0 | 0 |
| 2023 | Debt securities | Deposits | Total |
| kEUR | kEUR | kEUR | |
| Book value 1/1 | 991 | 5,085 | 6,076 |
| Purchase | 1,983 | 0 | 1,983 |
| Investment in | 0 | 2,538 | 2,538 |
| time deposits | |||
| Maturity | 0 | -6,085 | -6,085 |
| Sale | -1,000 | 0 | -1,000 |
| Realised gains/losses (-) | 6 | 0 | 6 |
| Unrealised gains/losses (-) | 5 | 0 | 5 |
| Book value 31/12 | 1,985 | 1,538 | 3,523 |
| Securities classified at | ||
| “fair value through | ||
| other comprehensive | ||
| income” | ||
| 2024 | 2023 | |
| kEUR | kEUR | |
| Book value 1/1 | 1,985 | 991 |
| Purchase | 0 | 1,983 |
| Sale/Maturity | -2,000 | -1,000 |
| Realised gains | 17 | 6 |
| Unrealised gains/ | -2 | 5 |
| losses (-) in other | ||
| comprehensive income | ||
| Book value 31/12 | 0 | 1,985 |
TRADE RECEIVABLES [20]
Trade receivables are initially measured at fair value and subsequently carried at amortised cost. Trade receivables consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Trade receivables, gross | 16,555 | 13,742 |
| Provision | -537 | -618 |
| Trade receivables, net | 16,018 | 13,124 |
Trade receivables are only due from third-party customers, are non-interest bearing and generally have a term of 0 to 90 days.
The provision is calculated based on all information available to the Company and includes all expected credit losses on receivables as of 31 December 2024. For further information, please refer to Notes [3] and [40].
As at 31 December 2024, all campaigns were billed to the extent that revenue was recognised. Consequently, the amount of contract assets is nil.
OTHER RECEIVABLES [21]
Other receivables consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Value-added tax receivables | 0 | 53 |
| Prepayments | 305 | 347 |
| Total | 305 | 400 |
INCOME TAX RECEIVABLES [22]
Net income tax payments of EUR 841k were made in 2024 (2023: EUR 578k) .
OTHER CURRENT FINANCIAL ASSETS [23]
Other current financial assets consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Bonus payments from delivery partners | 0 | 60 |
| Other | 15 | 38 |
| Total | 15 | 98 |
CASH AND CASH EQUIVALENTS [24]
This item includes cash at banks and cash in hand. For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash at banks and on hand of EUR 24,155k (2023: EUR 19,842k).
EQUITY
ISSUED CAPITAL [25]
No new shares in ad pepper media International N.V. were issued and admitted for trading on the Frankfurt Stock Exchange in 2024 (2023: 1,693,244 shares). The issued capital of ad pepper media International N.V. comprises 23,193,244 (2023: 23,193,244) bearer shares each with a nominal value of EUR 0.05 and is fully paid in.
SHARE PREMIUM [26]
| kEUR | |
| At 1/1/2024 | 67,173 |
| Transaction costs for issued share capital | -23 |
| At 31/12/2024 | 67,150 |
| kEUR | |
| At 1/1/2023 | 63,782 |
| Issuance of share capital for the acquisition of the | 3,403 |
| investment in solute Holding GmbH & Co. KG | |
| Transaction costs for issued share capital | -12 |
| At 31/12/2023 | 67,173 |
The capital reserve mainly comprises the premium paid upon share issued.
RESERVES [27]
Reserves include treasury reserves with a value of EUR -6,138k (2023: EUR -6,138k).
By a shareholders’ resolution dated 16 June 2024, the Board of Directors was authorised to repurchase treasury stock of up to 50 percent of the issued capital within the following 18 months. There is currently no active share repurchase program.
As of 31 December 2024, the Company held 1,242,128 treasury shares (2023: 1,242,128) at a nominal value of EUR 0.05 each, which equals 5.36 percent (2023: 5.36 percent) of the share capital. According to a shareholder resolution, those shares can only be used for a stock option plan (“SOP”) or the cancellation of shares. No shares were sold under the employee stock option plan (2023: no shares), no cash settlements of equity settled stock option plans occurred (2023: no shares).
The number of shares issued and outstanding as at 31 December 2024 totalled 21,951,116 (2023: 21,951,116). Each share has a nominal value of EUR 0.05.
Reserves include also the expenses incurred for stock option plans amounting to EUR 3,167k (2023: EUR 3,073k) and the currency translation reserve amounting to EUR -1,216k (2023: EUR -1,120k).
Other reserves consist of the remaining amount of the revaluation of the financial liability for the written put option in ad pepper media Spain S.A., after reclassification of non-controlling interest considering ad pepper media Spain S.A.
The authorised share capital of the Company amounts to EUR 4,000,000, divided into 80,000,000 shares with a par value of EUR 0.05 each. The Board of Directors is authorised, upon approval by the Supervisory Board, to issue shares until 16 May 2027, or to grant rights to subscribe for shares until the issued share capital amounts to EUR 2,000,000.
Other comprehensive income
The total other comprehensive income recognised directly in equity and the corresponding income taxes are as follows:
| 2024 | Before | Income taxes | After |
| income taxes | income taxes | ||
| Currency translation | |||
| differences | 50 | 0 | 50 |
| Currency translation differences reclassified into profit or loss | -146 | 0 | -146 |
| Revaluation of listed | |||
| debt securities | -2 | 0 | -2 |
| Total other | |||
| comprehensive income | -98 | 0 | -98 |
| 2023 | Before | Income taxes | After |
| income taxes | income taxes | ||
| Currency translation | |||
| differences | 54 | 0 | 54 |
| Currency translation differences reclassified into profit or loss | 0 | 0 | 0 |
| Revaluation of listed | |||
| debt securities | 5 | 0 | 5 |
| Total other | |||
| comprehensive income | 59 | 0 | 59 |
NON-CONTROLLING INTERESTS [28]
Non-controlling interests comprise non-controlling interests in the following subsidiaries as at 31 December 2024 and 2023:
| Location | non-controlling interest | |
| in percent | ||
| ad pepper media Spain S.A. | Madrid/Spain | 35 |
| Webgains S.L. | Madrid/Spain | 35 |
| ad agents GmbH | Herrenberg/Germany | 40 |
| ad agents AG | Zürich/Switzerland | 40 |
These result from the acquisition of 60 percent of the shares in ad agents GmbH and from the sale of a 35 percent share in ad pepper media Spain S.A. in recent years. Webgains S.L. and ad agents AG has been incorporated in 2020. The net profit / loss for the year is allocated proportionately to the non-controlling interests. In 2024, non-controlling interests in ad pepper media Spain S.A. received a dividend payment of EUR 230k (2023: EUR 286k), while EUR 115k dividend was paid to non-controlling interests of ad agents GmbH in 2024 (2023: EUR 0k).
Summarized financial information in respect of ad pepper media’s subsidiaries that have material non-controlling interest as at 31 December 2024, reflecting 100 percent of the underlying subsidiary’s relevant figures, is set out in the following table.
| ad agents GmbH | ad agents AG | ad pepper media Spain | Webgains S.L. | |||||
| S.A. | ||||||||
| 31/12/24 | 31/12/23 | 31/12/24 | 31/12/23 | 31/12/24 | 31/12/23 | 31/12/24 | 31/12/23 | |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Non-current assets | 322 | 260 | 229 | 116 | 58 | 68 | 65 | 138 |
| Current assets | 6,467 | 7,437 | 1,088 | 1,197 | 736 | 896 | 2,021 | 1,877 |
| Total assets | 6,788 | 7,697 | 1,317 | 1,313 | 793 | 964 | 2,086 | 2,015 |
| Non-current liabilities | 29 | 41 | 28 | 0 | 0 | 0 | 27 | 63 |
| Current liabilities | 5,223 | 5,367 | 605 | 559 | 308 | 454 | 1,492 | 1,425 |
| Total liabilities | 5,252 | 5,408 | 632 | 559 | 308 | 454 | 1,519 | 1,488 |
| Net assets | 1,536 | 2,289 | 685 | 754 | 486 | 510 | 566 | 527 |
| Equity attributable to owners of the Company | 922 | 1,373 | 411 | 452 | 486 | 510 | 566 | 527 |
| Non-controlling interests after reclassification into current liabilities in conjunction | 615 | 915 | 274 | 302 | 0** | 0* | 0** | 0* |
| with put option | ||||||||
| Non-controlling interests | 40 | 40 | 40 | 40 | 35 | 35 | 35 | 35 |
| in percent* | ||||||||
*after reclassification into current liabilities. For further information please refer to Note [2] and Note [34]
** due to immaterial abbreviation of EUR -4k in the current years valuation of the put liability, the Group abstained from the reclassification of the non-controlling interest effect of the year amounting to EUR 5k into current liabilities.
| ad agents GmbH | ad agents AG | ad pepper media Spain S.A. | Webgains S.L. | |||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Revenue | 5,102 | 5,569 | 1,898 | 1,920 | 1,068 | 1,366 | 1,275 | 1,281 |
| Expenses | -5,335 | -6,089 | -1,376 | -1,354 | -943 | -1,216 | -745 | -790 |
| Net profit/(loss) for the year | -232 | -520 | 522 | 566 | 125 | 150 | 530 | 491 |
| Net profit/(loss) attributable to owners of the | -139 | -312 | 314 | 340 | 81 | 98 | 344 | 319 |
| Company | ||||||||
| Net profit/(loss) attributable to non-controlling | -93 | -208 | 209 | 226 | 44 | 52 | 186 | 172 |
| interests | ||||||||
| Other comprehensive | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| income attributable to | ||||||||
| owners of the Company | ||||||||
| Other comprehensive | 0 | 0 | 0 | 21 | 0 | 0 | 0 | 0 |
| income attributable to non-controlling interests | ||||||||
| Total comprehensive | -232 | -520 | 522 | 587 | 125 | 150 | 530 | 491 |
| income/(loss) for the year | ||||||||
| Net cash inflow/(outflow) | -1,249 | 978 | 582 | 401 | -66 | 329 | 651 | 525 |
| from operating activities | ||||||||
| Net cash inflow/(outflow) | -14 | -14 | 0 | -2 | -1 | -3 | 0 | 0 |
| from investing activities | ||||||||
| Net cash inflow/(outflow) | -655 | 523 | -616 | -1,408 | -190 | -286 | -524 | -613 |
| from financing activities | ||||||||
| Total net cash inflow/(outflow) | -1,918 | 1,487 | -34 | -1,009 | -257 | 40 | 127 | -88 |
NON-CURRENT LIABILITIES
OTHER LONG-TERM LIABILITIES [29]
Other long-term liabilities consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Employee benefits liability | 13 | 68 |
| Lease liability | 840 | 754 |
| Total | 853 | 822 |
The employee benefits liability relates to the obligation resulting from the cash-settled stock option plans. For further details on cash-settled stock option plans, please refer to Note [38]. During the year, lease liabilities including interests were paid for an amount of EUR 698k (2023: EUR 595k).
The maturities of the other long-term liabilities as of the end of the period are as follows:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Due in between one and five years | 853 | 822 |
| Due in more than five years | 0 | 0 |
| Total | 853 | 822 |
CURRENT LIABILITIES
TRADE PAYABLES [30]
Trade payables include accrued liabilities and are recognised at amortised cost. Accrued liabilities for affiliate credits not yet disbursed in the Webgains segment amount to EUR 12,875k (2023: EUR 11,883k).
CONTRACT LIABILITIES [31]
Contract liabilities consist of short-term advances for search engine advertising services from clients in the ad agents segment.
| 2024 | 2023 | |
| kEUR | kEUR | |
| At 1/1 | 382 | 465 |
| Deferred during the year | 1,685 | 1,266 |
| Recognised as revenue | ||
| during the year | -1,842 | -1,358 |
| Exchange differences | -2 | 9 |
| At 31/12 | 223 | 382 |
OTHER LIABILITIES [32]
Other liabilities consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Value-added tax liabilities | 1,860 | 1,349 |
| Liabilities for payroll tax and social security contributions | 366 | 369 |
| Employee holiday accrual | 163 | 198 |
| Other | 44 | 74 |
| Total | 2,433 | 1,990 |
OTHER FINANCIAL LIABILITIES [33]
Other financial liabilities consist of the following:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Liability for written put option | 1,996 | 1,996 |
| Bonuses and commissions | 609 | 176 |
| Accrued liabilities for | ||
| outstanding invoices | 390 | 297 |
| Current lease liabilities | 476 | 536 |
| Other | 0 | 1 |
| Total | 3,471 | 3,006 |
The put option liability relates to the obligation resulting from the written put/call option over the 35 percent non-controlling interest in ad pepper media Spain S.A with no termination date. The amount of the financial liability is the exercise price of the option based on a contractually agreed EBIT multiple. In 2024 the liability value remained unchanged to prior year, due to an immaterial adjustment value of EUR -4k.
RELATED PARTY DISCLOSURES [34]
Pursuant to the IAS 24 definition, the Board of Directors and members of the Supervisory Board have been identified as related parties. The compensation paid to all members of these boards is based exclusively on their functions as individuals in key positions. Further information about the compensation paid to these individuals can be found in Note [39]. All entities over which the Supervisory Board Chairman Michael Oschmann has significant influence are considered as related parties to the Company.
The following table provides the amount of operating transactions that have been entered into with related parties for the relevant financial year:
| Sales to | Amounts owed by related parties* | |||
| related parties | ||||
| Entity with significant | 2024 | 2023 | 2024 | 2023 |
| influence over the Group: | ||||
| Sellwerk GmbH & Co. KG | 374 | 324 | 94 | 107 |
*The amounts are classified as trade receivables (Note [20]).
Beside the operating transaction showed above, there were no other transactions with related parties.
Terms and conditions of transactions with related parties
The sales to related parties are made on terms equivalent to those that prevail in at arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free, and settlement occurs in cash. As at 31 December 2024, the Group recognised no material provision for expected credit losses in respect of amounts owed by related parties (31 December 2023: nil).
LITIGATION AND CLAIMS [35]
Neither the ultimate parent nor any of its subsidiaries are involved in any material litigation with third parties. In 2024 the company closed a pending trademark litigation with pepper.com and received a settlement payment of EUR 150k (Note [11]).
CONTINGENT LIABILITIES AND OTHER FINANCIAL OBLIGATIONS [36]
ad pepper media International N.V. has provided guarantees for all outstanding liabilities of its subsidiary, ad pepper media GmbH (register number: HRB 16494) as at 31 December 2024, until these are satisfied in full. As a result, the individual local statutory accounts of ad pepper media GmbH are exempt from audit under the requirements of Section 264 para. 3 of the German Commercial Code (HGB). As at 31 December 2024, ad pepper media GmbH’s outstanding liabilities amounted to EUR 513k (2023: EUR 407k).
ad pepper media International N.V. has provided guarantees for all outstanding liabilities of its subsidiary Webgains GmbH (registered number: HRB 37198) that existed as at 31 December 2024, until these are satisfied in full. As a result, the individual local statutory accounts of Webgains GmbH are exempt from audit under the requirements of Section 264 para. 3 German Commercial Code (HGB). As at 31 December 2023, the outstanding liabilities of Webgains GmbH amount to EUR 4,432k (2023: EUR 3,639k).
Other financial obligations mainly result from short-term office leases and office equipment.
The future minimum payment obligations resulting from the contracts in place as at 31 December 2024 are as follows:
| < 1 year | > 1 year | > 5 years | Total | |
| to 5 years | ||||
| kEUR | kEUR | kEUR | kEUR | |
| Other financial obligations | 232 | 13 | 0 | 244 |
ADDITIONAL CASH FLOW INFORMATION [37]
The following information is provided to supplement the statement of cash flows: Other non-cash expenses and income comprises expenses for allocation to and income from the release of valuation allowances on trade receivables and expenses from writing down receivables. This item also includes write-downs of affiliate credits not yet disbursed and reversals of time-barred claims. In 2023 the Company issued 1,693,244 shares, which has been used for the acquisition of the investment in solute Holding GmbH & Co. KG.
STOCK OPTION PROGRAMMES [38]
Options granted under the Ongoing SOP’s are subject to the following provisions:
An employee equity participation programme involving 600,000 options was granted for executive employees in January 2023 (“SOP 2023 MD”). The options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being granted. The valuation was carried out by simulation (Monte Carlo method). The volatility was calculated from the development of the Company's share price between 3 January 2017 and 2 January 2023. The fair value of the individual tranches at the time of granting is between EUR 0.369 and EUR 0.613 per issued option. The maximum cost of the programme over the entire time is EUR 302k.
An employee equity participation programme involving 54,000 options was granted for Supervisory Board members in January 2023. The plan retains the Company the right to fulfil its commitment to transfer shares by paying to the beneficiary a cash amount equal to the difference between the issue price and the average closing price on Xetra during the last ten trading days before exercising the option limited to EUR 7. The options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being granted. The valuation was carried out by
simulation (Monte Carlo method). The volatility was calculated from the development of the Company’s share price between 3 January 2017 and 2 January 2023. The fair value of the individual tranches at the time of granting is between EUR 0.355 and EUR 0.564 per issued option. The maximum cost of the programme over the entire time is EUR 26k.
A share appreciation rights programme involving 187,500 options and settled in cash was granted for Board of Directors in January 2023. The options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being granted. The fair value of the individual tranches at the time of granting was between EUR 0.355 and EUR 0.564 per issued option. The fair value of the individual tranches as at 31 December 2024 is between EUR 0.148 and EUR 0.528 (31. December 2023: EUR 0.581 and EUR 0.881).
An employee equity-participation programme involving 30,000 options was granted for Supervisory Board members (“Executive SOP 2017 SB”). The cost of the programme over the entire period was EUR 16k. The remaining 5,000 options have been forfeited with maturity of the plan on April 11, 2024.
The average share price during 2024 was EUR 2.00 (2023: EUR 2.31).
The personnel expense recognised for employee services received during the year is shown in the following table:
| 2024 | 2023 | |
| Expense arising from equity-settled share-based payment transactions | 94 | 167 |
| Expense/(income) arising from the measurement of the liability for cash-settled share-based payment transactions | -15 | 68 |
| Total expense/(income) arising from share-based payment transactions 79 | 235 |
The following table shows the changes in the options during the financial year 2024 and 2023:
| 2024 | 2023 | Weighted average | Weighted average | |
| exercise price 2024 | exercise price 2023 | |||
| Options outstanding at the beginning of the financial year | 846,500 | 430,000 | ||
| Options granted during the financial year | 0 | 841,500 | ||
| Options exercised during the financial year | -46,875 | 0 | 1.86 | |
| Options forfeited during the financial year | -5,000 | -100,000 | ||
| Options cancelled during the financial year | 0 | -325,000 | ||
| Options outstanding at the end of the financial year | 794,625 | 846,500 | ||
| Exercisable options as of 31 December | 163,500 | 5,000 | ||
| Exercise prices of outstanding options as of 31 December | ||||
| 1.86 | 1.86 |
The weighted exercise price of stock options exercised during 2024 amounts to EUR 1.86 (2023: not applicable). All outstanding stock option programmes have an expiration date with an average remaining contractual life of 5 years.
TOTAL REMUNERATION OF KEY MANAGEMENT [39]
| 2024 | 2023 | |
| kEUR | kEUR | |
| Short-term employee benefits | 441 | 299 |
| Post-employment benefits | ||
| (pensions and health insurance) | 20 | 20 |
| Stock options | -15 | 68 |
| Total remuneration | ||
| of key management | 445 | 387 |
The amounts shown in the table above are recognised as expenses during the reporting period. Income resulting from the share-based payments is due to the decreased fair value of the cash- settled stock option plan and the corresponding adjustment of the liability through profit or loss. Share appreciation rights held by the members of the Board of Directors have the following expiration dates and exercise prices:
| Expiration | Exercise price | 31/12/24 | 31/12/23 | |
| EUR | Number | Number | ||
| SOP | ||||
| 2023 (share appreciation rights) | 2/1/2030 | 1.86 | 140,625 | 187,500 |
FINANCIAL INSTRUMENTS [40]
The classes of financial instruments within the meaning of IFRS 7.6 are defined in accordance with the categories of financial instruments in IFRS 9. IFRS 9 contains three categories for classifying financial assets: “measured at amortised cost”, “measured at fair value through profit or loss” and “measured at fair value through other comprehensive income”.
1. Capital risk management
The Group manages its capital with the aim of optimising returns on investments in business entities by optimising the debt equity ratio and maximising its shareholder value by maintaining a high credit rating and a good equity ratio. At the same time, the Group ensures that entities can operate under the going concern assumption. The capital structure of the Group consists of liabilities other than borrowings, cash and cash equivalents, securities measured at fair value through other comprehensive income and the equity attributable to the parent company’s shareholders, consisting of issued shares in circulation, the capital reserve, retained earnings brought forward and other equity items.
Net indebtedness
The Group manages its capital structure and makes adjustments to it that take into account changes in the general economic environment. In order to maintain or adjust the capital structure, the Group can make dividend payments or pay back capital to the shareholders, issue new shares or buy back its own shares. No changes in the objectives, guidelines and procedures were made as at 31 December 2024 compared to 31 December 2023. Negative net indebtedness means that the Group is debt-free. Net indebtedness at the end of the year was as follows:
| 31/12/24 | 31/12/23 | |
| kEUR | kEUR | |
| Current and non-current | ||
| financial liabilities | 24,934 | 21,485 |
| Cash and cash equivalents | -24,155 | -19,842 |
| Listed debt and marketable securities | 0 | -3,523 |
| Net liabilities | 779 | -1,880 |
| Equity per balance sheet | ||
| including non-controlling interest | 20,603 | 18,881 |
| Net indebtedness, in percent | 4 | -10 |
2. Material accounting policies
3. Categories of financial instruments
Carrying amount per category of financial instruments:
| Financial assets | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| Debt instruments at amortised cost | 40,544 | 35,298 |
| Trade receivables (Note [20]) | 16,018 | 13,124 |
| Deposits (Note [18], [19]) | 356 | 2,234 |
| Other receivables (Note [23]) | 15 | 98 |
| Cash and cash equivalents (Note [24]) | 24,155 | 19,842 |
| Debt instruments at fair value through other comprehensive income | 0 | 1,538 |
| Securities (Note [19]) | 0 | 1,538* |
| Total financial assets | 40,544 | 35,298 |
| Total current | 40,188 | 35,049 |
| Total non-current | 356 | 249 |
*In 2023 fair values of these instruments were determined by reference to published price quotations in an active market.
| Financial liabilities | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| Other financial liabilities | ||
| measured at amortised cost | 24,921 | 21,417 |
| Lease liabilities (Note [41]) | 1,317 | 1,290 |
| Trade payables (Note [30]) | 20,610 | 17,657 |
| Other payables (Note [33]) | 998 | 474 |
| Written put option (Note [33]) | 1,996 | 1,996 |
| Other financial liabilities | ||
| measured at fair value | 13 | 68 |
| Share appreciation rights | 13 | 68 |
| Total financial liabilities | 24,934 | 21,485 |
| Total current | 24,081 | 20,663 |
| Total non-current | 853 | 822 |
Due to the short-term maturities of cash and cash equivalents, trade receivables and payables, current financial assets and liabilities, their respective fair values approximate their carrying amounts. The fair values of non-current financial liabilities relating to lease liabilities are based on carrying amounts, which are a reasonable approximation of fair value. The fair value of non-current financial liabilities relating to employee benefits for share appreciation rights are based on fair value as of December 31, 2024 (Note [38]).
Hierarchical classification of fair values of financial instruments pursuant to IFRS 7:
| Fair Value | Fair Value | Level 1 | Level 2 | Level 3 | |
| 31/12/24 | 31/12/23 | ||||
| Financial assets at fair value through other comprehensive income | 0 | 1,538* | 0 | 0 | 0 |
*In 2023 fair values of these instruments were determined by reference to published price quotations in an active market (Level 1).
Net gains and losses per category of financial instruments (IFRS 7.20 (a)):
| Financial assets | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| At fair value through other | ||
| comprehensive income | ||
| Unrealised gains/losses (-) | -2 | 5 |
| Realised gains/losses (-) | 17 | 6 |
| Total | 15 | 11 |
Unrealised losses result from the fair value changes of debt securities classified at fair value through other comprehensive income and realised losses result from the maturity of debt securities classified at fair value through other comprehensive income.
Interest income and expenses per category of financial instruments (IFRS 7.20 (b)):
| Financial assets | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| Measured at amortised cost | 258 | 162 |
| Measured at fair value through | ||
| other comprehensive income | 42 | 40 |
4. Objectives of financial risk management
The main financial liabilities used by the Group comprise trade payables and lease liabilities. The primary purpose of these financial liabilities is to finance the Group’s business activities. The Group has various financial assets, such as trade receivables and cash.
Group management monitors and manages the financial risks of the Group. These risks include the market risk (including exchange rate risks, interest rate-related fair value risks and price risks), the credit risk, the liquidity risk and interest rate-related cash flow risks. In addition, the management decides on the utilisation of derivative and non-derivative financial transactions and the investment of surplus liquidity in securities and deposits. The Group does not enter into any contracts with or deal in financial instruments, including derivative financial instruments, for speculative purposes.
5. Market risk
The Group’s activities expose it primarily to financial risks from changes in exchange rates (see 6. below). Market risk positions are determined by means of sensitivity analysis. As no further investments in listed debt instruments are held by the Group, the market risk exposure in conjunction with interest rate risk of the Group decreased significantly. The nature and means of risk management and assessment, however, remain unchanged.
6. Foreign currency risk management
Certain transactions in the Group are denominated in foreign currencies. This can result in risk from fluctuations in the exchange rate. The carrying amounts of the monetary assets and liabilities of the Group denominated in foreign currencies are as follows:
| Financial assets | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| USD | 0 | 303 |
| GBP | 10,662 | 8,174 |
| CHF | 1,286 | 1,307 |
| Total | 11,948 | 9,784 |
| Financial liabilities | 31/12/24 | 31/12/23 |
| kEUR | kEUR | |
| USD | 0 | 6 |
| GBP | 9,818 | 7,704 |
| CHF | 176 | 74 |
| Total | 9,994 | 7,784 |
Foreign currency sensitivity analysis
The Group is primarily exposed to exchange rate risk from the currencies USD and GBP. The following table shows the sensitivity from the point of view of the Group, assuming a 10 percent rise or fall in the EUR against the respective foreign currency. The 10 percent shift represents management’s assessment with regards to a reasonable possible change in the exchange rate. The sensitivity analysis only includes outstanding monetary positions denominated in foreign currency and adjusts their translation at the end of the period to reflect a 10 percent change in the exchange rates.
| Effect of USD +10% | Effect of USD +10% | Effect of GBP +10% | Effect of GBP +10% | Total | Total | |
| 31/12/24 | 31/12/23 | 31/12/24 | 31/12/23 | 31/12/24 | 31/12/23 | |
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Net profit/(loss) for the year | -79 | -58 | 0 | -2 | -79 | -60 |
| Effect of USD -10% | Effect of USD -10% | Effect of GBP | Effect of GBP | Total | Total | |
| 31/12/24 | 31/12/23 | -10% | -10% | 31/12/24 | 31/12/23 | |
| 31/12/24 | 31/12/23 | |||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Net profit/(loss) for the year | 97 | 71 | 0 | 2 | 99 | 73 |
7. Credit risk management
Credit risk is the risk of loss for the Group should contractual parties not meet their contractual obligations. Business relationships are only entered into with creditworthy counterparties, and, where appropriate, the Group obtains collateral to reduce the risk of loss due to the non-fulfilment of obligations. The Group only enters into business relationships with entities that are rated “investment grade” or above. If such information is not available, the Group makes use of other available financial information and its own trading records to evaluate its major customers. The risk exposure of the Group and the credit ratings are continuously monitored. The Group has trade receivables with a large number of customers spread over various sectors and geographical territories. Continuous credit assessments are carried out with regard to the financial condition of the receivables.
An impairment analysis is performed at each reporting date to measure expected credit losses. The provision rates are based on days past due for every single customer, reflecting reasonable and supportable information that is available at the reporting date about past events and current conditions and customer-specific, forward-looking information from the client-facing account manager. If a customer defaults, all outstanding amounts relating to that counterparty are subject to an allowance calculation. The default is primarily determined based on individual assessment – prompted by noticeable changes in payment behaviour, or application for bankruptcy. Individual assessment is generally supported by the information provided by the client-facing account manager.
Generally, trade receivables are considered at 100 percent in the credit loss allowance if they are past due for more than one year. Trade receivables are written off and derecognised if there is good reason to assume that the outstanding amount is unrecoverable in part or in whole, for example after completion of insolvency proceedings.
The Group is not exposed to any significant credit risks relating to a single contractual party or group of contractual parties with similar characteristics. The reported carrying amount reflects the maximum credit risk of the Group. The Group defines contractual parties as those with similar characteristics if they are related parties. The concentration of credit risk from customer relationships did not exceed 4.0 percent (2023: 5.7 percent) of the financial gross asset values at any time during the reporting period. The carrying amount of the financial assets included in the Consolidated Financial Statements less any impairment losses represent the Group’s maximum credit risk. Any collateral is ignored. There are no credit derivatives for hedging outstanding amounts from customers, nor have there been.
The expected loss rates (stage 2 of the impairment model) amount to 0 percent for the segments ad agents and ad pepper media. The expected loss rate for the Webgains segment is 0.5 percent. The Group recognises an allowance for expected credit losses (ECL) for all debt instruments not held at fair value through profit or loss. An allowance for expected credit losses (ECLs) is a present value of the difference between the contractual cash flows due and all the cash flows expected to be received.
A default on receivables expected over the respective term (stage 2 of the impairment model) is determined for trade accounts receivable based on historical default rates for a respective customer portfolio, adjusted for forward-looking factors specific to the debtors and the economic environment, based on segment and geographic allocation. The Company abstains from disclosing an ECL table, as the application of the expected loss rates results in immaterial amounts for the Group. The Company tests for impairment (stage 3 of the impairment model) if there are substantial indications that receivables may be uncollectable, e.g. deterioration of payment behaviour or initiation of insolvency proceedings. An account of individual value adjustments is only maintained for trade receivables.
The reconciliation of changes in the loss allowance is as follows:
| Loss allowance | 2024 | 2023 |
| kEUR | kEUR | |
| Balance at beginning of year | 618 | 913 |
| Allowances in the period | ||
| Additions | 275 | 691 |
| Reversals | -275 | -600 |
| Utilisation | -274 | -386 |
| Balance at end of period | 537 | 618 |
The analysis shows that allowances were set up on a gross receivables amount of EUR 681k (2023: EUR 782k). For all other financial assets, no material credit losses are anticipated despite trade receivables that are subject to the impairment model according to IFRS 9.5.5.
8. Liquidity risk management
The Group monitors the risk of liquidity shortage on a continuous basis with the help of a liquidity planning tool. This tool takes into account the maturities of financial investments and financial assets (e.g., receivables, other financial assets) and expected cash flow from operating activities. The Group’s aim is to maintain a balance between continuous coverage of funding needs and the necessity of flexibility.
The maturities of the financial liabilities of the Group as at 31 December 2024 are presented below.
| Financial liabilities 31/12/24 | < 1 mth. | > 1 mth., | 3 mth. to 1 year | 1 to 5 years | > 5 years | Total |
| < 3 mth. | ||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Lease liabilities | 40 | 79 | 356 | 840 | 0 | 1,315 |
| Trade payables | 20,344 | 266 | 0 | 0 | 0 | 20,610 |
| Other financial liabilities | ||||||
| measured at amortised cost | 488 | 483 | 2,025 | 0 | 0 | 2,996 |
| Other financial liabilities | ||||||
| measured at fair value | 0 | 0 | 0 | 13 | 0 | 13 |
| Total | 20,871 | 829 | 2,381 | 853 | 0 | 24,934 |
The lease liabilities disclosed in the above table are the gross amounts.
| Financial liabilities 31/12/23 | < 1 mth. | > 1 mth., | 3 mth. to 1 year | 1 to 5 years | > 5 years | Total |
| < 3 mth. | ||||||
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | |
| Lease payables | 51 | 92 | 393 | 754 | 0 | 1,290 |
| Trade payables | 17,290 | 367 | 0 | 0 | 0 | 17,657 |
| Other financial liabilities | ||||||
| measured at amortised cost | 411 | 37 | 2,022 | 0 | 0 | 2,470 |
| Other financial liabilities | ||||||
| measured at fair value | 0 | 0 | 0 | 68 | 0 | 68 |
| Total | 17,752 | 496 | 2,415 | 822 | 0 | 21,485 |
LEASES [41]
The Group has lease contracts for office space (lease terms between 1 and 5 years) and cars (3 years). The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. There are several lease contracts that include extension and termination options, which are further discussed below.
The Group also has certain leases with terms of 12 months or less. The Group applies the “short-term lease” recognition exemptions.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
| Right-of-use assets | ||||
| Lease liabilities | ||||
| Office space | Cars | Total | ||
| kEUR | kEUR | kEUR | kEUR | |
| As at | ||||
| 1 January 2024 | 2,587 | 247 | 2,834 | -1,290 |
| Additions | 566 | 46 | 612 | -612 |
| Disposal | -1,227 | -25 | -1,252 | 0 |
| Exchange rate difference | 47 | 0 | 47 | -42 |
| Subtotal | 1,972 | 268 | 2,241 | -1,944 |
| Depreciation expense as at | ||||
| 1 January 2024 | -1,506 | -144 | -1,650 | |
| Depreciation expense | -566 | -65 | -631 | |
| Disposal | 1,227 | 24 | 1,251 | |
| Exchange rate difference | -12 | 0 | -12 | |
| Depreciation expense as at | ||||
| 31 December 2024 | -857 | -185 | -1,042 | |
| Payments | 698 | |||
| Interest expense | -69 | |||
| As at | 1,115 | 82 | 1,197 | -1,316 |
| 31 December 2024 | ||||
| Right-of-use assets | ||||
| Lease liabilities | ||||
| Office space | Cars | Total | ||
| kEUR | kEUR | kEUR | kEUR | |
| As at | ||||
| 1 January 2023 | 2,166 | 252 | 2,418 | -1,361 |
| Additions | 426 | 66 | 492 | -492 |
| Disposal | -17 | -72 | -89 | 0 |
| Exchange rate difference | 12 | 0 | 12 | 9 |
| Subtotal | 2,587 | 247 | 2,834 | -1,844 |
| Depreciation expense as at | ||||
| 1 January 2023 | -962 | -138 | -1,101 | |
| Depreciation expense | -557 | -81 | -638 | |
| Disposal | 16 | 76 | 92 | |
| Exchange rate difference | -3 | 0 | -3 | |
| Depreciation expense as at | -1,506 | -144 | -1,650 | |
| 31 December 2023 | ||||
| Payments | 595 | |||
| Interest expense | -40 | |||
| As at | ||||
| 31 December 2023 | 1,081 | 103 | 1,184 | -1,290 |
The total amount of lease payments including short term leasing in 2024 amounts to EUR 648k (2023: EUR 708k).
The amounts recognised in profit or loss, are as follows:
| 2024 | 2023 | |
| kEUR | kEUR | |
| Depreciation expenses | ||
| of right-of-use assets | 631 | 638 |
| Interest expense on lease liabilities | 69 | 40 |
| Expense relating to short-term leases (included in administrative expense) | 20 | 113 |
| Total amount recognised | ||
| in profit or loss | 720 | 791 |
Rental agreements for the office leases in Herrenberg and Madrid contain extension options on automatic annual renewal terms. Due to uncertainties, these options have not been executed so far. Therefore, these options are not considered in the valuation process. There are no purchase options or restrictions imposed by lease arrangements.
EVENTS AFTER THE BALANCE SHEET DATE [42]
On 24 February 2025 ad pepper media International N.V. signed a purchase agreement for 18.73 % of shares in solute. The purchase price was approximately EUR 4.5m. As consideration, 2,305,195 new shares in ad pepper will be issued without subscription rights of the current shareholders against contribution in kind. On 24 April 2025 ad pepper media International N.V. signed another purchase agreement for 14.5 % of shares in solute, with an effective date as of 1 May 2025. The purchase price was EUR 3.5m. Both transactions will result in a total shareholding of 58.86 % and a majority of voting rights. ad pepper is in the process of assessing the date of the control transfer. Both transactions are regarded as related party transactions. In 2024, solute’s sales amounted to around EUR 44.7m with an EBITDA of approximately EUR 3.9m.
APPLICATION OF SEC. 264 PARA. 3 OF GERMAN COMMERCIAL CODE (HBG) [43]
The following German subsidiaries in the legal form of capital corporation as defined in Section. 264a made use of the exemption clause included in Section 264 para. 3 of the German Commercial Code:
•
ad pepper media GmbH, Nuremberg
•
Webgains GmbH, Nuremberg
Nuremberg, 30 April 2025
The Board of Directors of ad pepper media International N.V. comprised the following members in the financial year 2024:
Dr Jens Körner,
CEO
Nuremberg, Germany
The Supervisory Board of ad pepper media International N.V. in the financial year 2024 consisted of:
Michael Oschmann (Chairman)
Thomas Bauer
Dr Stephan Roppel
Dagmar Bottenbruch
07
«
STATUTORY FINANCIAL
07
07
STATUTORY FINANCIAL
STATUTORY FINANCIAL
STATEMENTS AND NOTES OF THE HOLDING
COMPANY AD PEPPER MEDIA INTERNATIONAL N.V.
(THE “HOLDING COMPANY”)
BALANCE SHEET OF THE HOLDING COMPANY
BALANCE SHEET OF THE HOLDING COMPANY
(BEFORE PROFIT APPROPRIATION) – ASSETS
(BEFORE PROFIT APPROPRIATION) – EQUITY AND LIABILITIES
31/12/24
31/12/23
31/12/24
31/12/23
Note
kEUR
kEUR
Note
kEUR
kEUR
Non-current assets
Equity attributable to shareholders of the parent company
Intangible fixed assets
301
42
Issued capital
1,160
1,160
[3]
[10]
Tangible fixed assets
345
178
Share premium
67,149
67,174
[4]
[10]
Financial fixed assets
10,408
9,442
Legal reserves
-1,216
-1,118
[5]
[10]
Total non-current assets
11,054
9,662
Other reserves
-49,458
-48,607
[10]
Current assets
Net profit/(loss) for the period
2,074
-944
[10]
Marketable securities
0
1,985
Total equity
19,709
17,663
[6]
Receivables due from subsidiaries
1,020
948
Provisions
960
544
[7]
[11]
Prepaid expenses and other current assets
485
273
Non-current liabilities
227
73
[8]
[12]
Cash and cash equivalents
11,152
7,911
Current liabilities
2,814
2,498
[9]
[13]
Total current assets
12,657
11,117
Total liabilities
3,041
3,115
Total assets
23,710
20,779
Total equity and liabilities
23,710
20,779
131
132
07
07
STATUTORY FINANCIAL
STATUTORY FINANCIAL
PROFIT OR LOSS ACCOUNT OF THE HOLDING COMPANY
NOTES TO THE STATUTORY
Current financial liabilities have been accounted for a written put
option over the non-controlling interest in ad pepper media Spain
FINANCIAL STATEMENTS OF
S.A. and reflect in analogy to the consolidated financial statements an
THE HOLDING COMPANY
increase of the net asset value of the subsidiary to 100 percent.
1/1 - 31/12/24
1/1 - 31/12/23
Unrealised gains on transactions between the Holding Company and
its investments in consolidated subsidiaries are eliminated in full,
kEUR
kEUR
[1] Basis of preparation and
based on the consolidation principles. The Holding Company Financial
Net Revenue*
171
186
material accounting policies
Statements are presented in EUR, which is the Holding Company’s
Selling and marketing expenses
-799
-806
functional currency. The amounts are in thousands of EUR (rounded to
The Company Financial Statements for ad pepper media International
the nearest thousand), unless otherwise stated. There have been no
General and administrative expenses
-1,988
-2,436
N.V. (Commercial Register No. 27182121) have been prepared in
changes to the accounting policies of the Holding Company. Due to
Total expenses
-2,787
-3,243
accordance with the statutory provisions of Part 9, Book 2 of the Dutch
rounding up or down, individual figures may not add up exactly to the
Civil Code. In accordance with subsection 8 of section 362, Book 2 of
Net operating result
-2,616
-3,243
totals stated.
the Dutch Civil Code, the same accounting principles may be applied
Other operating income
1,430
1,240
in the Company’s financial statement and the consolidated financial
Other operating expenses
-6
-10
statements. The Holding Company’s financial data is included in
[2] Changes in Accounting policies
the Consolidated Financial Statements. The notes to the Company’s
Interest income
1,800
435
balance sheet and income statement are limited to items that differ
Interest expenses
-2
-11
In 2024 no changes in accounting policies applied.
from the corresponding items in the Consolidated Financial Statements
Result before taxes
606
-1,403
and that are of material significance.
Share in result of subsidiaries and participations
1,467
458
[3] Intangible fixed assets
The Holding Company applies the acquisition method to account for
Net result for the year
2,074
-944
acquiring subsidiaries, consistent with the approach identified in the
Trade- Software
Total
Consolidated Financial Statements. The consideration transferred for
marks
*Revenue relates solely to license fee charged to subsidiaries.
the acquisition of a subsidiary is the fair value of assets transferred
to the Holding Company, liabilities incurred to the former owners of
kEUR
kEUR
kEUR
Book value at 1/1/23
2
65
67
the acquired company, and the equity interests issued by the Holding
Company. The consideration transferred includes the fair value of any
Additions
0
31
31
asset or liability resulting from a contingent consideration arrangement.
Disposals
0
0
0
Identifiable assets acquired and liabilities and contingent liabilities
Amortisation
-1
-55
-56
assumed in an acquisition are measured initially at their fair values at
the acquisition date and are subsumed in the net asset value of the
Book value at 31/12/23
1
41
42
investment in consolidated subsidiaries. Acquisition-related costs are
Purchase value
643
1,771
2,414
expensed as incurred.
Accumulated amortisation
-642
-1,730
-2,372
Investments in consolidated subsidiaries are measured at net asset
Book value at 31/12/23
1
41
42
value. Net asset value is based on the measurement of assets, provisions
Additions
0
261
261
and liabilities, and determination of profit based on the principles applied
Disposals
0
0
0
in the Consolidated Financial Statements. If the valuation of a subsidiary
based on the net asset value is negative, it will be stated at nil. If and
Amortisation
-1
-2
-3
insofar as the Holding Company has the firm intention of enabling the
Book value at 31/12/24
0
300
300
participation to settle its debts, a provision is recognised for this. When
Purchase value
643
2,031
2,675
the Holding Company ceases to have control over a subsidiary, any
retained interest is remeasured to fair value, with the change in carrying
Accumulated amortisation
-643
-1,731
-2,374
amount to be accounted for in the income statement. When parts of
Book value at 31/12/24
0
300
301
investments in consolidated subsidiaries are bought or sold, and such
transaction does not result in the loss of control, the difference between
the consideration paid or received and the carrying amount of the net
Intangible assets are amortised over a useful life of three years.
assets acquired or sold is directly recognised in equity.
133
134
07
07
STATUTORY FINANCIAL
STATUTORY FINANCIAL
[4] Tangible fixed assets
[6] Marketable securities
liabilities recognised, initial direct costs incurred and lease payments
The movements during the year are as follows:
made at or before the commencement date, less any lease incentives
Tangible fixed assets can be specified as follows:
received. Unless the Group is reasonably certain to obtain ownership of
Subsid- Loans to Financial
Total
31/12/24
31/12/23
iaries at
subsidi-
assets
the leased asset at the end of the lease term, the capitalised right-of-
net asset
aries including
use assets are depreciated on a straight-line basis over the shorter of
value
invest-
kEUR
kEUR
31/12/24
31/12/23
ments
their estimated useful lives and the lease term. Right-of-use assets are
Due within one year
0
1,985
subject to impairment.
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
Due within one and five years
0
0
Tangible fixed assets
18
46
Book value
The depreciation percentages used for tangible assets range from 12.5
Due in more than five years
0
0
at 1/1/23
5,344
1,210
34
6,588
Right-of-use assets
327
132
percent to 33.3 percent.
Total
0
1,985
Additions
0
250
3,487
3,737
Total
345
178
Written put option
[5] Financial fixed assets
over the 35 %
Securities measured at fair value
non-controlling in-
Tangible fixed assets
2024
2023
terest in ad pepper
through other comprehensive income
31/12/24
31/12/23
media Spain S.A.
In the reporting period, securities measured at fair value through other
kEUR
kEUR
and Webgains S.L.
-62
0
0
-62
comprehensive income were acquired for EUR 0k (2023: EUR 1,983k)
Book value at 1/1
46
52
kEUR
kEUR
and matured for EUR 2,000k (2023: EUR 1,000k), realizing a gain of 17k
Subsidiaries at net asset value
4,668
5,011
Repayments
0
-750
0
-750
Additions
10
10
(2023: realised gains EUR 6k), which was recognised in financial income.
Loans to subsidiaries
630
710
Dividends and
Disposals
0
0
Unrealised gains of EUR 0k were recognised in other comprehensive
repayments
-142
0
0
-142
Financial assets including investments
5,110
3,721
income (2023: unrealised gains of EUR 5k).
Depreciation
-38
-16
Share of net
Total
10,408
9,442
Book value at 31/12
18
46
profit/(loss)
-117
0
200
83
For further information on investments made please refer to Note [19] of
Purchase value
65
256
the Consolidated Financial Statements.
Translation
Investments in subsidiary companies consist of the following:
adjustments
-12
0
0
-12
Accumulated depreciation
-47
-210
Book value
Book value at 31/12
18
46
[7] Group companies
31/12/24
31/12/23
at 1/1/24
5,011
710
3,721
9,442
Disposals
-442*
0
0
-442
The receivables from Group companies mature within one year.
kEUR
kEUR
Right-of-use assets
2024
2023
Additions
0
0
20
20
Subsidiaries at net asset value
4,668
5,011
Repayments
0
-80
0
-80
Provisions for subsidiaries
-960
-544
[8] Prepaid expenses and other current assets
kEUR
kEUR
Dividends and
Book value at 1/1
132
237
Total
3,708
4,467
repayments
-700
0
-132
-832
Additions
342
25
31/12/24
31/12/23
Share of net
Disposals
-
-
profit/(loss)
801
0
1,501
2,302
kEUR
kEUR
Depreciation
-147
-130
Income tax receivables
384
163
Translation
Book value at 31/12
327
132
adjustments
-2
0
0
-2
Other receivables
102
110
Purchase value
369
360
Book value
Total
485
273
at 31/12/24
4,668
630
5,110
10,408
Accumulated depreciation
-42
-228
Book value at 31/12
327
132
*Dissolution of ad pepper media LLC, USA.
[9] Cash and cash equivalents
The Group recognises right-of-use assets at the commencement date of
the lease (i.e., the date the underlying asset is available for use). Right-
No restrictions on cash exist at balance sheet date.
of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any re-measurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease
135
136
07
07
STATUTORY FINANCIAL
STATUTORY FINANCIAL
[10] Shareholders’ equity
Other comprehensive income
Balance at
Appropriation
Profit/(Loss)
Other
Total
Share-based
Issuance of shares
Transaction costs
NCI put liability
Balance at
1/1/2024
of profit/(loss)
for the period
comprehensive
comprehensive
payment
related to issue of
31/12/2024
income
income
share capital
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
Issued capital
1,160
0
0
0
0
0
0
0
0
1,160
Share premium
67,173
0
0
0
0
0
0
-24
0
67,149
Legal reserves
Currency translation basis of preparation differences
-1,120
0
0
-96
-96
0
0
0
0
-1,216
Revaluation of listed debt securities
2
0
0
-2
-2
0
0
0
0
0
Subtotal legal reserves
-1,118
0
0
-98
-98
0
0
0
0
-1,216
Other reserves
Treasury reserve
-6,138
0
0
0
0
0
0
0
0
-6,138
For employee stock option plans
3,073
0
0
0
0
94
0
0
0
3,167
Reserve for written put option
-1,633
0
0
0
0
0
0
0
0
-1,633
Accumulated deficit
-43,910
-944
0
0
0
0
0
0
0
-44,854
Subtotal other reserves
-48,607
-944
0
0
0
94
0
0
0
-49,458
Net profit/(loss) for the period
-944
944
2,074
0
2,074
0
0
0
0
2,074
Total equity
17,663
0
2,074
-98
1,976
94
0
-24
0
19,709
137
138
07
07
STATUTORY FINANCIAL
STATUTORY FINANCIAL
Other comprehensive income
Balance at
Appropriation
Profit/(Loss)
Other
Total
Share-based
Issuance of shares
Transaction costs
NCI put liability
Balance at
1/1/2023
of profit/(loss)
for the period
comprehensive
comprehensive
payment
related to issue of
31/12/2023
income
income
share capital
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
kEUR
Issued capital
1,075
0
0
0
0
0
85
0
0
1,160
Share premium
63,782
0
0
0
0
0
3,403
-12
0
67,173
Legal reserves
Currency translation basis of preparation differences
-1,153
0
0
33
33
0
0
0
0
-1,120
Revaluation of listed debt securities
-3
0
0
5
5
0
0
0
0
2
Subtotal legal reserves
-1,156
0
0
38
38
0
0
0
0
-1,118
Other reserves
0
Treasury reserve
-6,138
0
0
0
0
0
0
0
0
-6,138
For employee stock option plans
2,906
0
0
0
0
167
0
0
0
3,073
Reserve for written put option
-2,070
0
0
0
0
0
0
0
437
-1,633
Accumulated deficit
-43,018
-892
0
0
0
0
0
0
0
-43,910
Subtotal other reserves
-48,319
-892
0
0
0
167
0
0
437
-48,607
Net profit/(loss) for the period
-892
892
-944
0
-944
0
0
0
0
-944
Total equity
14,490
0
-944
38
-906
167
3,488
-12
437
17,663
139
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STATUTORY FINANCIAL
STATUTORY FINANCIAL
Issued capital
Proposed appropriation of the result for the
[13] Current liabilities
December 2024, the outstanding liabilities of Webgains GmbH amount
financial year 2024
to EUR 4,432k (2023: EUR 3,639k).
No new shares in ad pepper media International N.V. were issued and
31/12/24
31/12/23
admitted for trading on the Frankfurt Stock Exchange in 2024 (2023:
The Board of Directors, with the approval of the Supervisory Board,
The future minimum payment obligations resulting from the contracts
1,693,244 shares).
proposes to allocate the profit for the financial year 2024 amounting to
for short-term rent and other agreements in place as at 31 December
kEUR
kEUR
EUR 2,074k to the accumulated deficit.
2024 are as follows:
Written put option
1,996
1,996
Accrued expenses
151
119
Share premium
2024
2023
[11] Provisions
Other current liabilities
537
253
Proceeds from the issuance of shares increased the additional paid
Lease liabilities
130
130
kEUR
kEUR
in capital by the amount by which they exceeded the par value of
The movements during the year are as follows:
No later than 1 year
151
138
Total
2,814
2,498
the shares. Furthermore, it also includes expenses incurred for stock
Later than 1 year and no later
option plans.
2024
2023
than 5 years
4
8
The put option liability relates to the obligation resulting from the
Later than 5 years
0
0
kEUR
kEUR
written put/call option over the 35 percent non-controlling interest
Book value at 1/1
544
315
kEUR
in ad pepper media Spain S.A with no termination date. The amount
Capital Increases
-
-104
At 1/1/2024
67,174
of the financial liability is the exercise price of the option based on a
Dividends and repayments
1,084
891
[15] Other operating income
contractually agreed EBIT multiple. Due to immaterial abbreviation of
Transaction costs for issued share capital*
-24
EUR -4k in the current years valuation of the put liability, the Group
Share of net profit/(loss)
At 31/12/2024
67,150
abstained from the reclassification of the non-controlling interests
Other operating income mainly includes management and shared
of subsidiaries
-666
-576
effect of the year amounting to EUR 5k into current liabilities.
services charged to subsidiaries of EUR 1,049k (2023: EUR 966k) and
Translation adjustments
-2
18
other income resulting from the profit distribution agreement with the
*Additional transaction costs in conjunction with the investment in solute Holding GmbH
& Co. KG made in 2023.
Book value at 31/12
960
544
Other current liabilities comprise mainly VAT payables and bonus
subsidiary ad pepper media GmbH of EUR -581k (2023: EUR -815k) and
accruals.
Webgains GmbH of EUR 819k (2023: EUR 952k).
Treasury reserves
Provisions for subsidiaries relate to subsidiaries with a negative net
[14] Contingent liabilities
[16] Employee information
Purchase of treasury shares
asset value.
By a shareholders’ resolution dated 16 June 2024, the Board of Directors
was authorised to repurchase treasury stock of up to 50 percent of the
Contingent liabilities mainly result from rented offices and office
At the end of the financial year, the Holding Company employed 15
[12] Non-current liabilities
issued capital within the following 18 months. There is currently no
equipment. The rent deposit for the office facilities in Nuremberg,
people (2023: 17). All employees are employed outside the Netherlands.
active share repurchase programme.
which is carried at its nominal value of EUR 52k (2023: EUR 33k), is
pledged as collateral for bank guarantees.
31/12/24
31/12/23
2024
2023
Number of shares outstanding
The number of shares issued and outstanding as at 31 December 2024
ad pepper media International N.V. has provided guarantees for all
kEUR
kEUR
kEUR
kEUR
totalled 21,951,116 (2023: 21,951,116). Each share has a nominal value
outstanding liabilities of its subsidiary, ad pepper media GmbH (register
Employee benefits liability
13
68
Wages and salaries
1,424
1,295
of EUR 0.05.
number: HRB 16494) as at 31 December 2024, until these are satisfied
Lease liability
214
5
in full. As a result, the individual local statutory accounts of ad pepper
Stock option expenses/income
58
235
media GmbH are exempt from audit under the requirements of Section
Total
227
73
Social security costs
233
242
Authorised capital
264 para. 3 of the German Commercial Code (HGB). As at 31 December
Other employment expenses
0
4
2024, ad pepper media GmbH’s outstanding liabilities amounted to EUR
The authorised share capital of the Holding Company amounts to EUR
The employee benefits liability relates to the obligation resulting from
513k (2023: EUR 407k).
Total
1,716
1,776
4,000,000, divided into 80,000,000 shares, with a par value of EUR
the cash-settled option plan. For further details on cash-settled stock
0.05 each. The Board of Directors is authorised, upon approval by
option plans, please refer to Note [38] of the consolidated financial
ad pepper media International N.V. has provided guarantees for all
the Supervisory Board, to issue shares until 16 May 2027, or to grant
statements.
outstanding liabilities of its subsidiary Webgains GmbH (registered
These costs are included in the cost of sales, selling expenses, and
rights to subscribe for shares until the issued share capital amounts to
number: HRB 37198) that existed as at 31 December 2024, until these
general and administrative expenses. Pension costs included in social
EUR 2,000,000.
are satisfied in full. As a result, the individual local statutory accounts
security costs amount to EUR 85k (2023: EUR 85k).
of Webgains GmbH are exempt from audit under the requirements
of Section 264 para. 3 German Commercial Code (HGB). As at 31
141
142
07
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STATUTORY FINANCIAL
STATUTORY FINANCIAL
[18] Independent auditor’s fees
The average number of personnel employed during the year was:
2024
2023
Fee EY Accountants B.V.
2024
2023
HC
HC
kEUR
kEUR
IT
4
4
Audit of financial statements
280
348
Marketing
1
1
Other services
0
0
Administration
11
13
Total
280
348
Total
16
18
[19] Events after the balance sheet date
[17] Information relating to the
Board of Directors and Supervisory Board
On 24 February 2025 ad pepper media International N.V. signed a
The Board
purchase agreement for 18.73 percent of shares in solute. The purchase
For the following associated companies Michael Oschmann, the
price was approximately EUR 4.5m. As consideration, 2,305,195 new
Dr Jens Körner
Chairman of the Supervisory Board, has significant influence.
shares in ad pepper will be issued without subscription rights of the
current shareholders against contribution in kind.
(Chief Executive Officer)
Associated
Shares held Stock Shares held Stock
in ad pepper options in ad pepper options
On 24 April 2025 ad pepper media International N.V. signed another
Nuremberg, 30 April 2025
companies
purchase agreement for 14.5 percent of shares in solute, with an
2024
2024
2023
2023
effective date as of 1 May 2025. The purchase price was EUR 3.5m.
EMA Electronic
Media Advertising
Both transactions will result in a total shareholding of 58.86 percent
Int. B.V.
9,486,402
0
9,486,402
0
and a majority of voting rights. ad pepper is in the process of assessing
The Supervisory Board
the date of the control transfer. Both transactions are regarded as
Euro Serve Media
related party transactions. In 2024, solute’s sales amounted to around
GmbH
1,641,786
0
1,641,786
0
Michael Oschmann
EUR 44.7m with an EBITDA of approximately EUR 3.9m.
Josef Keller GmbH
Thomas Bauer
& Co. Verlags-KG
336,463
0
336,463
0
Dagmar Bottenbruch
Dr Stephan Roppel
BFB BestMedia-
4Berlin GmbH
133,476
0
133,476
0
Adolf Christ Verlag
GmbH & Co. KG
101,787
0
101,787
0
KELMAR Telefon-
buchverlag GmbH
11,615
0
11,615
0
KELSTA Telefon-
buchverlag GmbH
9,139
0
9,139
0
Total
11,720,668
0
11,720,668
0
143
144
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OTHER INFORMATION
08
08
OTHER INFORMATION
OTHER INFORMATION
OTHER INFORMATION
Statutory arrangements for appropriation of results
According to Article 15 of the Holding Company‘s articles of association,
the Annual General Meeting of shareholders determines the
appropriation of the Holding Company‘s net result for the year and the
previous year.
Independent auditor’s report
The independent auditor’s report on these financial statements is
included on the following pages.
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148
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OTHER INFORMATION
OTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The
following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or
To: the shareholders and the supervisory board of ad pepper media International N.V.
conclusion on these matters.
Our understanding of the business
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2024
ad pepper media International N.V. (the company, and, together with its consolidated subsidiaries, the group) with its head office in Nürnberg,
INCLUDED IN THE ANNUAL REPORT
Germany, provides online marketing services. We paid specific attention in our audit to a number of areas driven by the operations of the group
and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or
Our opinion
error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion.
We have audited the accompanying financial statements 2024 of ad pepper media International N.V. based in Amsterdam, The Netherlands. The
financial statements comprise the consolidated financial statements and the statutory financial statements.
Materiality
In our opinion:
• The consolidated financial statements give a true and fair view of the financial position of ad pepper media International N.V. as at 31 December
2024 and of its result and its cash flows for 2024 in accordance with International Financial Reporting Standards as adopted in the European
Materiality
€210,000 (2023: €210,000)
Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil Code
Benchmark applied
Approximately 1% of revenue for 2024
• The statutory financial statements give a true and fair view of the financial position of ad pepper media International N.V. as at 31 December 2024
Explanation
We have applied this benchmark based on our professional judgement and taking into account the expectations
and of its result for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code
of users of the financial statements. Revenue was concluded to be the most appropriate measure as it is con-
sidered to be reflective of the focus on growth and development of the company’s activities. We determined
The consolidated financial statements comprise:
materiality consistent with last year.
• The consolidated statement of financial position as at 31 December 2024
• The following statements for 2024: the consolidated income statement, the consolidated statements of comprehensive income, changes in
equity and cash flows
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial
• The notes comprising material accounting policy information and other explanatory information
statements for qualitative reasons.
The statutory financial statements comprise:
We agreed with the supervisory board that misstatements in excess of €10,500, which are identified during the audit, would be reported to them, as
• The balance sheet of the holding company as at 31 December 2024
well as smaller misstatements that in our view must be reported on qualitative grounds.
• The profit or loss account of the holding company for 2024
• The notes comprising a summary of the accounting policies and other explanatory information
Scope of the group audit
Basis for our opinion
ad pepper media International N.V. is at the head of a group of entities spanning the consolidated segments ad pepper (lead generation, audience
targeting), Webgains (affiliate network) and ad agents (digital marketing agency). The group accounts for the group’s interest in solute Holding GmbH
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are
& Co. KG using the equity method. The financial information of this group is included in the financial statements.
further described in the Our responsibilities for the audit of the financial statements section of our report.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding the financial information of
We are independent of ad pepper media International N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit
the entities or business units within the group as a basis for forming an opinion on the financial statements. We are also responsible for the direction,
of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid
supervision, review and evaluation of the audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report.
van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other
relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants
Based on our understanding of the group and its environment, the applicable financial framework and the group’s system of internal control, we
(VGBA, Dutch Code of Ethics for professional accountants).
identified and assessed risks of material misstatement of the financial statements and the significant accounts and disclosures. Based on this
risk assessment, we determined the nature, timing and extent of audit work performed, including the entities or business units within the group
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
(components) at which to perform audit work. For this determination we considered the nature of the relevant events and conditions underlying the
149
150
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OTHER INFORMATION
OTHER INFORMATION
identified risks of material misstatements for the financial statements, the association of these risks to components and the materiality or financial
The following fraud risk identified required significant attention during our audit.
size of the components relative to the group.
Presumed risks of fraud in revenue recognition
We have performed the audit work ourselves for all components in the consolidated segments and the financial information from the group’s interest
in solute Holding GmbH & Co. KG, including the (centralized) audit procedures in respect of revenue recognition.
Fraud risk
We presumed that there are risks of fraud in revenue recognition. We evaluated that revenue for the segments ad pepper,
ad agents and Webgains in particular give rise to such risks.
This resulted in a coverage of 100% of the profit/(loss) before taxes, 100% of revenue and 100% of total assets.
Our audit
We describe the audit procedures responsive to the presumed risk of fraud in revenue recognition in our key audit matter
approach
“Risks in revenue recognition”.
By performing the audit work mentioned above at the entities or business units within the group, together with additional work at group level, we have
been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion on the financial statements.
We considered available information and made enquiries of relevant executives, directors, legal and the supervisory board.
Teaming and use of specialists
The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially
materially impacting the view of the financial statements.
We ensured that the audit team included the appropriate skills and competences which are needed for the audit of a listed client in the digital
performance marketing industry. We included specialists in the areas of IT audit, forensics, and income tax, and have made use of our own
Our audit response related to risks of non-compliance with laws and regulations
experts in the area of share-based payments.
We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on
the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-
compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general
Our focus on fraud and non-compliance with laws and regulations
industry experience, through discussions with the board of directors, reading minutes, inspection of other relevant documents regarding compliance
with laws and regulations and performing substantive tests of details of classes of transactions, account balances or disclosures.
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-compliance with all laws
We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of (suspected) non-
and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material
compliance throughout the audit. Finally, we obtained written representations that all known instances of non-compliance with laws and regulations
misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one
have been disclosed to us.
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Our audit response related to going concern
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an
understanding of the company and its environment and the components of the system of internal control, including the risk assessment process
As disclosed in Section 01 Letter from the board of directors and in the management statements in Section 04.1 Governance to the Report of
and the board of directors’ process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board
the board of directors, the financial statements have been prepared on a going concern basis. When preparing the financial statements, the
exercises oversight, as well as the outcomes. We refer to “Operational Risk” in Section 04.5 Risk report of the Report of the board of directors for the
board of directors made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for the
board of directors’ (fraud) risk assessment.
foreseeable future.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of
We discussed and evaluated the specific assessment with the board of directors exercising professional judgment and maintaining professional
conduct and whistle blower guideline. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.
skepticism. We considered whether the board of directors’ going concern assessment, based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets
company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
and bribery and corruption in close co-operation with our forensic specialists. We evaluated whether these factors indicate that a risk of material
auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
misstatement due to fraud is present.
Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as
findings were indicative of fraud or non-compliance.
a going concern.
We addressed the risks related to management override of controls, as this risk is present in all organizations. For these risks we have, among other
Our key audit matters
things, performed procedures to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to
fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in Section Significant accounting judgements,
estimates and assumptions of the notes to the consolidated financial statements. We have also used data analysis to identify and address high-risk
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have
journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties.
communicated the key audit matter to the supervisory board. The key audit matter is not a comprehensive reflection of all matters discussed.
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OTHER INFORMATION
OTHER INFORMATION
REPORT ON OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
The key audit matter “Acquisition of the share in solute Holding GmbH & Co. KG” which was included in our last year’s auditor’s report, is not
considered a key audit matter for this year as it related to a 2023 transaction.
Risks in revenue recognition
The annual report contains other information in addition to the financial statements and our auditor’s report thereon.
Risk
As disclosed in more detail in Note 5 Revenue from contracts with customers and Section Rendering of services of the
Based on the following procedures performed, we conclude that the other information:
Summary of material accounting policies in the notes to the consolidated financial statements, revenue from contracts with
• Is consistent with the financial statements and does not contain material misstatements
customers consist of Webgains, ad pepper and ad agents services. As the group concluded that it does not control these
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the other information as required by
services before they are transferred to customers, the group determined that it is an agent in all its customer contracts and
Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and 2:145 sub section 2 of the Dutch Civil Code for the remuneration report
records revenue at the net amount that it retains for its services.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise,
Revenue recognition is a routine process in which high volume of transactions are being processed. Judgement is required
we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements
to determine the amount to be recognized as return assets and refund liabilities for transactions in the recall period of
of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
Webgains, as well as to determine the stage of completion for an advertisement campaign in the ad pepper segment. As
substantially less than the scope of those performed in our audit of the financial statements.
revenue is considered a key performance indicator as well as a determinant of bonusses and share option value for the
board of directors, the supervisory board well as to others, we assess that revenue is subject to a higher likelihood of ma-
The board of directors is responsible for the preparation of the other information, including the management report in accordance with Part 9 of Book 2
nipulation, including premature recognition of Search Engine Advertising service fees, incorrect allocation of media costs, or
of the Dutch Civil Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The board of directors and the supervisory board are
discrepancies between invoiced amounts and actual clicks/conversions. As a result, we consider this a key audit matter.
responsible for ensuring that the remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub section 2 of the Dutch
Our audit
Our audit procedures included an evaluation of the appropriateness of company’s revenue recognition policies in accordance
Civil Code.
approach
with IFRS 15 Revenue from Contracts with Customers and understanding of the internal (IT) control environment including
the evaluation of design and implementation of control effectiveness in the area of automated revenue recognition of Web-
gains in cooperation with our IT audit team members.
We discussed with and challenged the board of directors in their evaluation of revenue arrangements and the related
REPORT ON OTHER LEGAL AND
analysis of recognizing revenue as principal or agent. We validated the board of directors’ analysis based on inspection and
REGULATORY REQUIREMENTS AND ESEF
interpretation of agreements with both customers and suppliers.
We applied a data-analytics driven audit approach to revenue in which we verified that revenue recognized during the year
subsequently resulted in cash receipts. We also performed testing of revenue related accounts such as trade receivables and
Engagement
we tested whether revenue was recognized in the correct period (cut-off of revenue between 2024 and 2025) through a test
of details to verify timing of the revenues recorded, appropriate allocation of media costs and appropriate invoicing based
We were engaged by the supervisory board as auditor of ad pepper media International N.V. on 27 July 2018, as of the audit for the year 2018 and
on clicks. Furthermore, we verified the appropriateness of credit memos issued after the balance sheet date, we used data
have operated as statutory auditor ever since that date.
analysis to identify and address high-risk journal entries, and we verified compliance with the presentation and disclosure
requirements of IFRS 15.
Key observations Based on the audit procedures performed, we did not identify any material misstatement in the revenue recognized in 2024.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory
audit of public-interest entities.
European Single Electronic Reporting Format (ESEF)
ad pepper media International N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU)
2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in the XHTML format, including the (partially) marked-up consolidated financial statements as included in
the reporting package by ad pepper media International N.V., complies in all material respects with the RTS on ESEF.
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OTHER INFORMATION
OTHER INFORMATION
The board of directors is responsible for preparing the annual report, including the financial statements, in accordance with the RTS on ESEF, whereby
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards
the board of directors combines the various components into a single reporting package.
on Auditing, ethical requirements and independence requirements. The Information in support of our opinion section above includes an informative
summary of our responsibilities and the work performed as the basis for our opinion.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N, ”Assurance-opdrachten inzake het voldoen aan
basis for our opinion
de criteria voor het opstellen van een digitaal verantwoordingsdocument” (assurance engagements relating to compliance with criteria for digital
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
reporting). Our examination included amongst others:
but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
• Obtaining an understanding of the company’s financial reporting process, including the preparation of the reporting package
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
• Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and
board of directors
performing further assurance procedures responsive to those risks to provide a basis for our opinion, including:
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
• Obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation
document and the XBRL extension taxonomy files, has been prepared in accordance with the technical specifications as included in the RTS on ESEF
• Examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-
Communication
ups have been applied and whether these are in accordance with the RTS on ESEF
We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit
committee of the supervisory board in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-
DESCRIPTION OF RESPONSIBILITIES REGARDING
interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.
THE FINANCIAL STATEMENTS
We provide the supervisory board 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,
related safeguards.
Responsibilities of the board of directors and the supervisory board for the financial statements
From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the
The board of directors is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRSs and Part 9
audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
of Book 2 of the Dutch Civil Code. Furthermore, the board of directors is responsible for such internal control as the board of directors determines is
matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.
necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the board of directors is responsible for assessing the company’s ability to continue as a
Amsterdam, 30 April 2025
going concern. Based on the financial reporting framework mentioned, the board of directors should prepare the financial statements using the
EY Accountants B.V.
going concern basis of accounting unless the board of directors either intends to liquidate the company or to cease operations, or has no realistic
alternative but to do so. The board of directors should disclose events and circumstances that may cast significant doubt on the company’s ability to
signed by A.N.A. Drost
continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material misstatements, whether due
to fraud or error during our audit.
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 financial statements. The materiality affects the nature, timing and extent of our
audit procedures and the evaluation of the effect of identified misstatements on our opinion.
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AT A GLANCE
09
09
AT A GLANCE
AT A GLANCE
ADDRESSES
The ad pepper Group subsidiaries operate
in the following countries:
ad pepper media International N.V.
France
Spain
Netherlands
Group headquarters Nuremberg
Webgains France SARL
ad pepper media Spain S.A.
Webgains B.V.
Frankenstrasse 146
7 Rue Meyerbeer
Avenida Alberto Alcocer 46A, 4ºA
Concertgebouwplein 15 H,
90461 Nuremberg
75009 Paris
28016 Madrid
1071LL, Amsterdam
GERMANY
FRANCE
SPAIN
NETHERLANDS
Phone +49 (0) 911 929057-0
Webgains, S.L.
Germany
UK
Avenida Alberto Alcocer 46A, 4ºB
28016 Madrid
ad pepper media GmbH
SPAIN
Webgains Ltd
Frankenstrasse 146
70 Colombo Street
FrankenCampus
London
Italy
90461 Nuremberg
SE1 8DP
GERMANY
UNITED KINGDOM
Webgains Italy S.r.l. SB
ad agents GmbH
Via Andrea Appiani, 3
Webgains Ltd
Am Joachimsberg 10-12
20121 Milan
The Quorum
71083 Herrenberg
ITALY
Bond Street
GERMANY
South Bristol, BS1 3AE
UNITED KINGDOM
Switzerland
Webgains GmbH
Frankenstrasse 146
90461 Nuremberg
ad agents AG
Poland
GERMANY
Kreuzstrasse 26
8021 Zurich
Webgains Sp. z o.o.
SWITZERLAND
6 Orzycka Street, Apt. 1B
02-695 Warsaw
POLAND
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AT A GLANCE
AT A GLANCE
DATES AND CONTACTS
Contact for investors
Disclaimer
Dr Jens Körner (CEO)
This Annual Report contains forward-looking statements which are
ad pepper media International N.V.
Company calendar
based on current assumptions and assessments made by the manage-
Frankenstrasse 146
ment of ad pepper media International N.V. These statements are not
90461 Nuremberg
All financial and press data relevant for the capital market at a glance:
to be understood as a guarantee that such expectations will in fact
GERMANY
materialise. Future developments and the results actually achieved by
Phone: +49 (0) 911 929057-0
ad pepper media International N.V. and its affiliated companies depend
Annual General Meeting
Fax: +49 (0) 911 929057-157
upon a number of risks and uncertainties and may therefore deviate
(Amsterdam, The Netherlands)
24 June 2025
E-mail: ir@adpepper.com
significantly from the forward-looking statements. Several of these
factors are beyond ad pepper media’s control and cannot be precisely
Quarterly Report I/2025
23 May 2025
www.adpeppergroup.com
estimated in advance, such as the future economic environment and
Quarterly Report II/2025
14 August 2025
the actions of competitors and other market players. There are no plans
Quarterly Report III/2025
19 November 2024
to update the forward-looking statements nor does ad pepper media
Imprint
International N.V. undertake any separate obligation to do so.
Editorial responsibility:
Headquarters Nuremberg, Germany
ad pepper media International N.V.
Frankenstrasse 146
90461 Nuremberg
GERMANY
Phone: +49 (0) 911 929057-0
Fax: +49 (0) 911 929057-157
E-mail: info@adpepper.com
www.adpeppergroup.com
Prime Standard, Frankfurt Stock Exchange
Our 2024 Annual Report as well as the Interim Financial Reports for
2024 are available at www.adpeppergroup.com under:
ISIN: NL0000238145
HRB Nuremberg 17591
Investor relations / Publications / Financial reports.
VAT-ID-No.: DE 210757424
Board of Directors:
Dr Jens Körner, CEO
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GLOSSARY
10
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GLOSSARY
GLOSSARY
GLOSSARY
Affiliate:
Display advertising:
Website that adds banners/buttons/text links that link through to
Delivery of ads to the target group, avoidance of waste coverage, and
merchant sites, in order to earn commission based on leads/sales
the efficient management of digital advertising activities in accordance
generated.
with customer-defined KPIs.
Non-IFRS financial measures
Affiliate marketing:
e-commerce:
EBIT:
Affiliate marketing is a form of internet advertising where-by online
The electronic commerce describes every type of transaction on the
Income before Interest and Tax.
vendors (merchants) place advertising banners on partner websites
internet. The most well-known type of e-commerce is online shopping,
(affiliates) in order to reach more customers. Whenever a user clicks
although it is much more than marketing and sales online; various
EBITDA:
on the banner and buys the product or carries out a pre-defined action,
online services, service and management of business transaction
Income before Interest, Tax, Depreciation and Amortisation.
the website operator who displayed the ad receives a commission. This
processes are also part of e-commerce.
commission is based on the sales rate of the products and services
EBT:
referred by the affiliate.
Lead:
Income before Tax.
A successfully established contact between a product or service
Affiliate network:
provider and a potential customer.
Equity ratio:
Affiliate networks facilitate cooperation between merchants and
Shareholders’ Equity/Total Assets.
affiliates, act as providers of technological and/or other services who
Lead generation:
take over tracking and invoicing on behalf of affiliates and merchants.
A successfully established contact between a product or service
Gross sales:
Also frequently known as affiliate platform.
provider and a potential customer. A ‘qualified lead’ signifies that the
Gross sales represent the total amount billed and billable to clients
customer has confirmed interest, for example through registering for a
by the Group, net of discounts, VAT and other sales-related taxes.
Audience targeting:
newsletter or submitting a contact form.
Disclosure of gross sales information is not required under IFRS;
Audience targeting is the ability to take your full audience of prospective
however, it is voluntarily disclosed from 1 January 2018 onwards in the
customers and segment it into groups based on different criteria,
Performance marketing:
Consolidated Income Statement since management has concluded that
including online behavioural characteristics, demographics, interests, and
Online marketing tools used to calculate success rates. Search engine
the information is useful for users of the financial statements.
intent. Audience targeting helps more effectively deliver personalised
marketing, affiliate marketing, and e-mail marketing all fall under
and optimised experiences based on customer needs and interests.
the category of performance marketing, as do banner ads, which are
Liquid funds:
delivered in a targeted manner with fees based on success rates (‘cost
Cash and cash equivalents including listed debt securities.
Cookie:
per click,’ ‘cost per sale,’ ‘cost per lead’).
Small text file used to enhance the user experience of websites by
Media cost:
Publisher:
storing settings entered on site, for instance a country selection on an
Media cost relate to payments made to suppliers of ad inventory
entry page. Used on most programmes for tracking sales.
Website operators are generally known as publishers. They play a
(commonly referred to as media buys and publishers). Disclosure
particular role in affiliate marketing. This is where the publishers take
of media cost information is not required under IFRS; however, it is
CPA:
on the functions of distribution partners (affiliates).
voluntarily disclosed from 1 January 2018 onwards in the Consolidated
Cost per acquisition – a billing method whereby the advertising
ganisation being subject to fraudulent activity.
Income Statement as management has concluded that the information
customer only pays for their online ad when a user carries out a
is useful for users of the financial statements.
SEA:
particular action that has been pre-defined by the advertiser (user
makes purchase or registers for a newsletter, for example). Also known
Search Engine Advertising – Search engine marketing covers all
as pay per action.
marketing activities related to search engines. This includes paid
Business terms
keyword advertising, improved ranking within the search results, and
CPC:
affiliate marketing.
Ad:
Cost per click – billing unit for online advertising. Costs are calculated
Short for advertisement in print or on TV or otherwise.
SEO:
according to the number of times a user clicks on an ad (website
banner). Also known as pay per click.
Includes all measures designed to feature websites as high as possible
Ad spending:
on the result pages of search engines.
The amount of money spent on advertising for a product or activity.
CPL:
Cost per lead – fee per dataset. Also known as PPL (pay per lead).
Advertiser:
Advertisers/Merchants (providers and operators of the programme)
CPM:
advertise their products and services on the affiliates’ websites and
Cost per mile – shows the costs per 1,000 ad views (see ad impression)
pay them a commission on sales generated.
for an advertising booking.
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ad pepper media International N.V.
Frankenstrasse 146
90461 Nuremberg
GERMANY
www.adpeppergroup.com