Message from
the CEO

As we look back on 2025, it's been a clear continuation of the strategy we set out in 2023, where we divested from Governor of Poker and focused increasingly on the Platform Segment. Refinancing our Bonds, divesting from Premium Games and focusing on profitability have been major priorities back then and we have been focusing on those topics also in 2024 and in 2025.

We divested from Whow Games, bringing an end to, and discontinuing our entire Premium Games Segment, we refinanced our Bonds again for better terms and at a lower principal and we managed to increase the revenue and the profitability of the continuing Platform Segment at the same time.

This year, we focused further on expanding our presence in premium advertising formats such as Digital Out-of-Home, Audio, and Connected TV. For example, in Connected TV, we expanded our premium inventory by securing an exclusive partnership as the reseller for HBO Max in Austria.  In Audio, we continued our upward trajectory by securing premium inventory with Spotify and RTL.fr, alongside establishing a new partnership with SoundCloud. Additionally, we demonstrated the power of our Digital Out-of-Home (DOOH) capabilities through hyperlocal campaigns, such as synchronising DOOH and Mobile for the Maison El Nabil campaign.

Our newly started business in Multi-Cloud and AI is picking up as expected, attracting great accounts and the integration of AI in our products and processes is making them better and more efficient at the same time. For example, we helped Intermarché to run 800 concurrent campaigns throughout France that all target specific locations and types of audiences, with our AI agents assisting in the setup, monitoring, and optimisation of each. On top of that, the efficiency of the integration of AI in our media planning and execution tools allows for smaller SME customers to self serve their omni channel media campaigns on our platform, thereby opening a whole new serviceable market for Azerion.

As we continue this journey, I am excited about the prospects ahead and the role of our innovative platforms in shaping the landscape of digital advertising. Together, we are poised to benefit from market dynamics and tailwinds to drive continued success and capture new opportunities in the coming years.

Umut Akpinar
CEO and co-Founder of Azerion

Company
profile

Company overview

Azerion was founded in 2013 and is a technology company, headquartered in the Netherlands, providing digital advertising and entertainment solutions. Azerion built and operates a proprietary, omnichannel digital advertising platform and provides local managed services connecting advertisers with audiences through multiple channels ranging from websites and apps to digital out of home, audio and in-game content which it sometimes owns and otherwise operates. Our mission is to support and consolidate the fragmented European digital advertising sector and connect engaged consumers to advertisers through meaningful, premium content that our publishing partners create.

The Group has grown as a result of advertisers' increasing global interest in digital advertising, by integrating technologies, and acquiring market participants to create a platform of scale. Azerion mainly operates throughout Europe and is strategically positioned in the United States and South America. Its wide presence allows companies to advertise their products using local insights around the world in a cost-effective and efficient manner.

During 2025, Azerion worked with more than 400,000 advertisers globally and over 300,000 contracted publisher websites using solutions across all advertising formats, devices and platforms. Through its platform and taking into account all its products, as at December 2025 Azerion’s reach extended to an audience of over 550 million unique monthly active users on average. Throughout 2025, Azerion sold on average over 13 billion digital advertisements per month.

The Azerion Group is headquartered in the Netherlands and has 912 FTE's in 30 offices across 17 countries.

Business model

Azerion has a combination of services divided into two segments: The continuing Platform segment, which includes Azerion’s digital advertising platform and its owned and operated AAA Game Distribution e-retailer platform, which are integrated through the Group’s technology. As well as the discontinued Premium Games segment, where Azerion operated multiple premium games titles, defined as where it generates revenue mainly by offering users the ability to make in-game purchases for extra features and virtual goods, to enhance their gameplay experience.

To put these business lines into perspective, the graph below illustrates the respective business lines and their share of contribution to the total revenue.

Platform is an overarching term used to sum up the business lines Advertising platform & AAA game distribution.

Platform Segment, Advertising Platform - Continuing operations

Our primary business focus is digital advertising, where we serve as a European-based platform helping advertisers reach consumers with the right message at the right time, in the right context. To achieve this, we have developed an advanced technology platform that connects advertisers with consumers engaging with digital content.

Over the last 25 years, the market has continuously evolved from static digital advertising to the sophisticated real-time bidding (RTB) systems in place today. Initially, advertisers would send, by email, static ad placements to digital publishers, who manually inserted the ads on websites. Increasingly though, our Demand Side Platform (DSP) provides global brands (European and US Fortune 500 companies), major agencies (Publicis, Omnicom, Dentsu, WPP) as well as local advertisers (small and family owned businesses) with a comprehensive tool to manage every aspect of their campaigns in a more adaptive and real-time way. Advertisers can define campaign content, set parameters such as delivery time and geographic location, choose ad formats, and set their price. Built to be omnichannel by design our technology breaks down traditional silos empowering advertisers to execute unified campaigns across every screen, spanning DOOH, gaming, connected TV (CTV), audio, display, native, and social media. 

On the other side, our Supply Side Platform (SSP) enables publishers to manage their available ad slots, offering flexibility across various media formats including websites, apps, TV, outdoor screens, and audio streams. We partner with leading digital publishers and content creators to deliver engaging content to consumers and connect them to advertisers. This includes multiple owned, partnered and external channels such as mobile and web (Chicago Tribune, ItaliaOnline, Money.it, and Philips), DOOH (JCDecaux, MyAdbooker), Audio (Deezer, Acast, Spotify), CTV (SambaTV, StampTV, XITE), and in-game (Huawei). 

When consumers and/or end users engage with a publisher’s content, the SSP technology triggers an auction where contextual and metadata information about the user, such as time, location, and inferred interests, is sent to the DSP. Azerion’s data management platform (“DMP”) technology allows efficient and easy access to these audiences at scale. Azerion’s audience identity technology, Edge, leverages Azerion’s casual game user data, as well as partnered 3rd party data providers such as Roqad to provide a holistic identifiable solution. The company has invested in the development and use of artificial intelligence for many years, improving its contextual and behavioural identification for greater audience reach and the categorisation of content. 

The DSP then matches the user’s data with relevant advertisers' campaigns and bids on the ad slot. The highest bid wins, and the ad is delivered in real-time to the consumer, ensuring both relevance and timely placement. By operating both DSP and SSP technologies, we ensure seamless integration across the digital advertising ecosystem, supporting upstream advertisers and downstream publishers in achieving their desired outcomes. Advertisers gain access to a vast and highly targeted audience, while publishers can monetize their content more effectively. 

Clients, including advertisers and media agencies, can choose between a managed service, where our expert teams handle the campaign execution, or a self-service model, which grants access to our DSP and SSP platforms as a Software-as-a-Service (SaaS) solution. The flexibility in service offerings allows us to cater to a diverse set of customer needs, from hands-on campaign management to full autonomy. Through our integrated approach, we not only help our customers succeed but also ensure a smooth, safe, efficient, and scalable operation that delivers value to consumers by providing relevant, non-intrusive ads that align with their interests and needs.  In our reporting, our managed service solution is referred to as "direct sales" and customers that run their own campaigns through their own DSP solutions without our local teams involved are referred to as "automated auction sales".

Azerion's supply of advertising space can be categorised as follows:

* Contracted publishers: Includes agreements that Azerion has with its publisher partners to monetise their digital content. Azerion partners with more than 300,000 contracted publisher websites, apps, radio stations, connected TV distributors and out of home screens. These contracted partners are connected to the internet through Azerion’s Advertising auction platform, allowing more than 400,000 advertisers to bid on digital advertising inventory using a digital ad buying platform; 

* External publishers: External publishers are digital content publishers where advertisements are displayed that have been sourced by Azerion, but which were not transacted through Azerion’s supply-side platform or Azerion’s full monetisation solutions; 

* Exclusive publishers: Azerion has exclusive partnerships with more than 10,000 digital publishers whose content is predominantly monetised by Azerion. Azerion generally provides a wider range of services to exclusive partners, unlocking supply chain efficiencies, driven by an end-to-end advertising technology solution. These efficiencies typically facilitate a higher margin on digital content that is monetised under exclusive partnerships; 

* Azerion’s content: Azerion manages general content and develops game content. Azerion’s participation in select digital publishers and advertising channels such as digital out-of-home and games provides greater monetisation exclusivity. This digital content is mainly monetised through advertisements.

The revenue generated by advertisers through the external publishers, contracted publishers, exclusive publishers and Azerion’s owned and operated content is classified as advertising revenue. 

Our love for gaming 

Azerion also has a strong presence in gaming, with key areas like AAA game distribution and casual game distribution. Our journey in gaming began in 2014 when the group of companies that formed Azerion already owned or developed several gaming and entertainment assets. Over the years, we've focused on creating hyper-casual games (quick-to-play, free-to-play games that are typically monetised through ads). These games are hosted on our casual game distribution platform, which offers thousands of games for publishers to easily integrate into their content. This gives users a wide range of entertainment options while also providing a revenue stream for publishers who feature them. These titles are hosted on our proprietary casual game distribution platform, which allows third-party publishers to seamlessly integrate rich entertainment into their own digital environments. This creates a powerful dual benefit: users enjoy a large array of high-quality content, while publishers unlock a reliable, ad-driven revenue stream. Today, our scale in this segment has increased. By actively collaborating with approximately 1,500 game creators globally, we successfully published nearly 150 new casual games every month. As of December 2025, Azerion’s distribution platform boasts a portfolio of over 22,000 game titles, which are actively distributed across more than 5,000 diverse publisher platforms worldwide.

Platform Segment, AAA Game distribution

Next to Casual Games and their distribution, Azerion runs a major online store for AAA games, where consumers can buy top-tier games for consoles like PlayStation and Xbox, as well as for PC. Azerion’s AAA Game Distribution sales platforms, Voidu and Genba Digital, enable digital content owners to distribute their games and software content online both to users and partnered e-retailers. These sales platforms focus on selling digital access to AAA developed games. Voidu is a digital business-to-consumer distribution platform enabling publishers, developers and distributors of games to distribute their games directly to users. Voidu has an extensive catalogue of gaming titles across a wide range of genres, mainly for PC. It generates revenue from selling games directly to consumers and shares that revenue with the content owners. Genba is a business-to-business digital logistics platform connecting games and software content owners with sales channels around the world. Genba works with publishers distributing games and software products to multiple regions through a network of partnered e-retailers. Genba generates revenue from selling access to content through its platform in business-to-business sales and shares that revenue with the content owners.

Premium Games Segment - discontinued operations

As some of our games became popular, they transitioned into what we call premium games, where players spend more time and pay to play. In the beginning of 2025, Azerion offered premium games in areas like virtual hotels (e.g., Habbo Hotel and Hotel Hideaway) and social casino games (e.g., MyJackpot). These games are social in nature, meaning players can't bet real money or receive payouts. We divested Whow Games, the majority and discontinued the Premium Games segment completely during 2025.

Our commitment and strategy around technology, AI and independence

Azerion’s entire business model is rooted deeply in the digital technology space. Ever since our real-time auction system came to life in 2008, managing massive volumes of transactions and delivering incredible amounts of ads to consumers has been core to our platform and to our thinking. The usage of cloud technologies and machine intelligence has always been a key part of our business. As context, we manage close to a million auctions every second of the day where hundreds of thousands of advertisers are participating, through DSP technologies, and a winner needs to be calculated in milliseconds. This generates close to 30 billion datapoints every minute. There was never an option to run our company without a significant focus on technology, data and intelligence infrastructure.

Cloud computing has been in our DNA since our earliest years and in recent times we have focused on creating a more independent and resilient infrastructure. Although we have an great partnership with Amazon Web Services (AWS) the risk of being overly dependent had to be mitigated. We initiated projects with different cloud providers, including Google and Huawei and we engineered our systems to run on multiple vendors. Hence, if one of the providers would change or stop its service, raise its prices or change its terms and conditions against our interest, we would have an alternative. In 2025, we commercialised this concept and started offering it to our suppliers and customers as “multi-cloud”.

In the area of computer intelligence, where we have been using machine learning and algorithms for over a decade, we started building our own platform for using various LLM models for chat, image and video creation, running, again, on different cloud platforms. With our Azerion Intelligence offering, we now offer a wide selection of A.I. solutions through our platform to the market as well. In aggregate this has been the start of our “multi-cloud and AI” business line which is showing promising traction in recent months.

Our own, internal use of generative AI is also showing promising results. Aside from the obvious use of AI to increasingly automate and simplify internal tasks and processes, our auction management systems (the DSP and SSP) are increasingly enhanced with AI agents and assistants as well. This allows our operators and SaaS customers to use the help and advice of our agents to quickly strategise, build and deploy advertising campaigns which used to take an expert many hours. This also means our systems are accessible to a wider audience of smaller advertisers that can now self serve their marketing campaigns on our platform. This doesn’t simply save time and create efficiencies, it also allows for large advertisers to break down their budgets into hundreds of smaller targeted campaigns. This produces higher effectiveness and enables smaller advertisers to run hyper local, small budget campaigns as if they are the world's biggest advertisers.

Azerion’s growth strategy

Azerion’s strategy is based on a combination of organic growth opportunities and value accretive acquisitions and partnerships. Azerion believes that its integrated platform and strong acquisition track record will enable it to execute and accelerate its buy-and-build strategy across its platform. Azerion has identified three main drivers of continued growth: structural market growth; platform growth and M&A.

Structural market growth

Azerion is well positioned to benefit from the anticipated future structural growth in the digital advertising market, particularly through our expanding in-game advertising technology and our highly engaged casual gaming ecosystems. Around ten years ago, roughly two and half billion people had access to the internet and it has increased to more than five and a half billion today. As an increasing amount of the population gain access to the internet the digital advertising market has grown significantly. The compound annual growth rate for the market is to be approximately 10% between 2025 and 2028, reaching a total market size of approximately $1tn (source: Magna Global, 2026).

Platform growth

Azerion’s organic growth strategy is centred around a number of drivers to capture market share in 2026 and onwards. These include, amongst others:

• Continue to expand existing partnerships and build new strategic partnerships with agencies and advertisers;
• Expand geographically by the continued introduction of sales teams in selected new regions;
• Optimise advertiser spend on Azerion’s proprietary advertising platform by providing innovative advertising formats for brands;
• Enter into new and/or expanded strategic partnerships with digital publishers;
• Further integrate and consolidate previous acquisitions and technologies;
• Use A.I. to further drive efficiencies of campaign operations and allow for increasingly granular budget and campaign management;
• Commercialise a fully AI driven agent to help even the smallest SME customers to set up and run advertising campaigns;
• Commercialise our Multi-Cloud and AI services further towards our partners.

Partnerships and M&A

M&A has been a core element of Azerion’s growth since inception with more than 60 acquisitions made in the last ten years. As the company moves forward it will continue to review acquisition and partnership opportunities with the objectives to acquire new technology, people and key partnerships, consolidate market position in key geographies and strengthen relationships with publishers.

Management structure and Corporate Governance

Umut Akpinar is the CEO and sole member of the Management Board. He is supported by the executive committee of the Company (the "Executive Committee") which, in addition to the Management Board, consisted of the following members per 31 December 2025: 

• Julie Duong Ferat, Chief Financial Officer
• Sebastiaan Moesman, Chief Strategy Officer
• Joost Merks, Chief M&A and Corporate Development Officer
• Mickael Ferreira, Chief Business Officer
• Gönenç Seçil Tarakcıoğlu, Chief People Officer
• Jurriaan van Teunenbroek, Chief Publishing Officer

For more detail on the supervisory board of the Company (the "Supervisory Board") and the corporate governance proceedings of Azerion Group N.V., please refer to the Supervisory Board report.

The Dutch Corporate Governance Code 

The Dutch Corporate Governance Code applies to Dutch companies whose shares are listed on a regulated market or a comparable system. The Dutch Corporate Governance Code applies to Azerion Group N.V., as a result of its listing on Euronext Amsterdam. Azerion recognises the importance of good corporate governance, endorses the core principles of the Dutch Corporate Governance Code and is committed to following the Dutch Corporate Governance Code's best practices. However, considering its interest and the interests of stakeholders, Azerion deviates from a limited number of best practice provisions.

For a detailed comply-or-explain section in relation to the Dutch Corporate Governance Code, please refer to the section on Corporate Governance.

Change of control clauses

Pursuant to article 10.1 (j) of the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, Azerion discloses the following information in relation to its significant agreements which take effect, alter or terminate upon a change of control of the Company, following a takeover bid.

Senior Secured Callable Floating Rate Bonds (ISIN: NO0013660357)

According to the terms and conditions of the above-mentioned bonds, where Azerion Group N.V. is the signing party as the issuer, a “Change of Control Event” is defined as the occurrence of an event or series of events whereby one or more persons, not being a Main Shareholder (or an affiliate of a Main Shareholder), acting together, acquire control over Azerion Group N.V. as the issuer. In this context, “Main Shareholder” is defined as each of Umut Akpinar and Atilla Aytekin, through their direct and indirect holdings. “Control” refers to controlling, directly or indirectly, more than 50% of shares of Azerion, or the right to appoint or remove all or majority of the directors of Azerion. In the case of a Change of Control Event, each bondholder has the right to request that all, or only some, of its bonds be repurchased, in accordance with and subject to the terms and conditions of the bonds.

Factoring agreements

A number of Azerion’s subsidiaries have factoring agreements in place. The definition of an event of default under the factoring agreements includes the occurrence of an event or series of events whereby one or more persons, acting together, acquire control over the relevant Azerion subsidiary or any of its direct or indirect holding / parent companies. In this regard "control" means (a) acquiring or controlling, directly or indirectly, more than fifty (50) per cent of the shares of the relevant Azerion subsidiary or any of its direct or indirect holding / parent companies or (b) the right to, directly or indirectly, appoint or remove all or a majority of the directors of the board of directors of the relevant Azerion entity or any of its direct or indirect holding / parent companies.

Employee share schemes 

The Company has an executive annual incentive plan, under which employees may be granted depositary receipts of the Company via a foundation (STAK). The Company uses a STAK structure for administrative purposes. Certificates of shares are freely transferable and may at any time, at the request of the holder, be converted into the underlying shares without restriction. Although the STAK temporarily holds the legal title and voting rights to the shares, certificate holders can at all times request immediate decertification and exercise full ownership and voting rights. Therefore, this structure does not constitute a material restriction within the meaning of Article 10 of the Takeover Directive.

Authorisation to issue shares

Pursuant to resolution 8a and 8b adopted by the general meeting of the Company of 19 June 2025, the Management Board is authorised to issue shares, and to grant rights to acquire shares, including the right to restrict or exclude pre-emptive rights, subject to certain conditions. 

Pursuant to resolution 9a and 9b adopted by the general meeting of the Company of 19 June 2025, the Management Board is authorised to issue shares and to grant rights to acquire shares in connection with any long-term incentive plan, including the right to restrict or exclude pre-emptive rights, subject to certain conditions. 

Pursuant to resolution 10 adopted by the general meeting of the Company of 19 June 2025, the Management Board was authorised to repurchase the Company's own ordinary shares, for a period of 18 months, subject to certain conditions.

Internal risk management and control systems

Azerion has a comprehensive set of procedures and practices in place that manage and mitigate the impact and the likelihood of risks materialising and having an adverse effect on its operating results and financial position. Risk assessments are carried out annually, the results of which are reported to the Executive Committee. If necessary, improvements are made to the risk measures. Azerion's risk management framework addresses identified major risks per function, including strategic, operational, financial and compliance-related risks.

Related party transactions

For a full description of related party transactions, please refer to Related parties. Best practice provision 2.7.5 of the Dutch Corporate Governance Code has been complied with in relation to these related party transactions.

Anti-takeover measures

The Company does not currently have anti-takeover measures in place.

ESG overview

Introduction

Azerion remains committed to sustainable growth, harmonising financial success with ongoing efforts to minimise our environmental impact and operate responsibly for our planet, communities, and people. We closely monitor European and national regulatory developments, including the Corporate Sustainability Reporting Directive (CSRD) and the February 2025 Omnibus Proposal aimed at simplifying reporting requirements. With a team of 912 FTE, Azerion currently falls below the revised 1,000-employee threshold proposed for immediate CSRD adoption. Therefore, we continue to report in accordance with the Non-Financial Reporting Directive (NFRD).

This report, prepared on a consolidated basis for Azerion Group N.V., covers the period from 1 January 2025 to 31 December 2025. It aligns with Directive 2014/95/EU (NFRD) and integrates the United Nations Sustainable Development Goals (SDGs) into our core strategy. To ensure we manage our business effectively, we are continually enhancing our data infrastructure and deepening our understanding of our environmental and social impacts, risks, and opportunities. This proactive approach allows us to drive sustainable value creation for all our stakeholders without imposing unnecessary administrative burdens.

We continue to refine our reporting methods through improved data collection and updated emission factors. While estimates remain necessary for specific areas like GHG emissions and supplier data, our 2025 indicators are presented alongside prior-year data to ensure transparency in our sustainability trajectory. This section specifically addresses the following NFRD pillars:

• Environmental matters

• Social and employee-related matters (including DEI)

• Respect for human rights

• Anti-corruption and anti-bribery

Azerion's overall ESG strategy

In 2025, Azerion fully focused on its Platform business. Following the strategic divestment of Whow games, the majority of our Premium Games portfolio in July 2025, we have successfully streamlined our operations to reinforce digital advertising as our core business. To ensure our ESG framework remains synchronised, we performed a targeted review of our material factors, assessing how this Platform impacts the world and where we can deliver the most significant value. As we scale our Platform-centric ecosystem, we maintain a purposeful balance between commercial resilience and social stewardship. This vision of responsible growth is the bedrock of our strategy, ensuring that every advancement in our technology translates into long-term value for all stakeholders in a sustainable digital future.

A trusted partner in a digital ecosystem

Sitting at the intersection of advertisers and consumers, our primary responsibility is to maintain a safe, high-quality, and trusted digital ecosystem. In an era of rapid technological change, the advertising industry requires independent, scalable infrastructure built on a foundation of transparency and integrity. Because we operate at the heart of this exchange, our digital responsibility demands that we manage both the data we handle and the quality of the digital spaces we support. 

This commitment to trust begins with privacy and data security. We prioritise strict compliance with global privacy regulations, including the GDPR, ensuring our systems are designed to manage personal information responsibly while maintaining the highest levels of data protection. 

Equally as important is our dedication to ecosystem quality. Advertisers need an intelligent partner that can execute campaigns efficiently within guaranteed brand-safe environments. To achieve this, we utilise advanced filtration tools that ensure ads do not appear next to unsuitable content, while actively monitoring for bot traffic to eliminate ad fraud. By validating every impression, we provide our partners with the transparency and security they need to invest with confidence.

Human-led innovation

We are a technology company powered by people and driven by innovation. While we are scaling Azerion Intelligence, including our multi-cloud offering, to automate the ad campaign chain, these advancements rely on the oversight and expertise of our teams. We foster an inclusive and healthy culture to retain the diverse talent necessary to build and maintain our technology stack in a competitive global market.

Our ESG Pillars

Our commitments are captured in our ESG framework, consisting of three core pillars grounded in our company values and the UN Sustainable Development Goals: inclusion and diversity, human rights, anti-corruption, and anti-bribery among others.

Our planet 

Optimising resource efficiency and driving environmental awareness across our digital footprint.

Our communities 

Contributing to a safe, transparent media landscape and fostering responsible public engagement.

Our inclusion & well-being 

Prioritising an ethical, diverse workplace where our people can thrive and innovate.

ESG stakeholders

At Azerion, we believe that understanding and incorporating the perspectives of our stakeholders is crucial for driving growth and achieving long-term success. Our goal is to support free content and create experiences that are not only fun, but also ensure a safe environment. This approach could also positively impact society. We stay connected with our stakeholders through regular communication, feedback channels, and collaborative efforts, ensuring we maintain an ongoing dialogue throughout the year. We gather feedback and insights from weekly customer interviews, at industry events, with internal feedback platforms, through RFI responses, at investor meetings, and through regular updates like internal newsletters, reports, and press releases.

Our stakeholders expect us to deliver not just innovative and entertaining content, but also to uphold strong ethical standards, protect user data, promote diversity, and pay attention to our environmental impact. Meeting these expectations requires continuous communication, solid governance, and a dedication to improving every day. This ongoing engagement helps us adapt our strategies and operations to meet regulatory requirements and the evolving needs of our stakeholders. Ultimately, it drives sustainable growth and innovation. Our ongoing engagement with key stakeholders informs the evolution of our ESG strategy.  As we focus on our Platform, we translate stakeholder priorities into actionable initiatives that ensure our growth remains responsible, transparent, and value-driven.  

In the following sections, we detail how our three core pillars are embedded across our business to create a positive impact for our partners, our people, and the environment. Our approach focuses on leveraging our technology and resources for good; prioritising employee well-being, giving back to the community, fostering responsible public communication, and driving environmental awareness. Each section below outlines our specific objectives and the key initiatives that demonstrate our commitment to the UN Sustainable Development Goals, and a more sustainable digital future.

Our planet

Azerion is committed to transparently monitoring and managing its environmental footprint. Our sustainability strategy is designed to drive long-term positive impact and aligns directly with three core UN Sustainable Development Goals: Industry, Innovation & Infrastructure (SDG 9), Responsible Consumption and Production (SDG 12), and Climate Action (SDG 13).

Minimising our corporate footprint

• Sustainability begins with operational efficiency. As we scale, we monitor our carbon intensity, tracking emissions per revenue, to ensure our business growth consistently outpaces our environmental footprint. We minimise direct and indirect CO₂ emissions by reviewing utility contracts, consolidating local teams into shared, energy-efficient workspaces and offering a flexible remote-work culture. We also optimise corporate travel, fostering paperless environments and recycled waste. Reducing our footprint therefore also increases our profitability, making these initiatives crucial for the planet and our shareholders at the same time.

• As part of our multi-cloud strategy, we increasingly leverage partner infrastructure to dynamically route workloads to renewable-energy-powered datacentres, matching tasks to the most efficient environments to minimise resource waste.

Driving sustainable digital advertising 

Beyond our internal operations, another impact lies in harnessing the scale of our advertising platform. In 2025, a few of our technological initiatives are raising awareness or combatting digital waste and targeting the carbon emissions associated with programmatic advertising:

• We have deepened our partnership with Scope3 defining the next chapter of curated media buying to launch their Agentic Media Platform via our DMP. Here we established a new standard for transparent, AI-driven media buying that minimises financial waste and environmental impact. By leveraging Scope3 "greenstream" capabilities, we enable sustainable omnichannel performance that delivers more value to advertisers while ensuring publishers retain more revenue and contribute to a healthier planet.

• On our delivery side we also have been driving efficiencies and eliminating unnecessary waste. By partnering with SeenThis, we support more responsible delivery across Video, Display, Rich Media, and CTV campaigns. Their streaming technology allows us to replace heavier downloadable files with streamable assets. This approach is designed to reduce data transfer and associated CO₂ emissions, while aiming to maintain high-quality impressions for audiences.
• To remain at the forefront of sustainable innovation, we actively participate in IAB working groups dedicated to establishing and refining robust sustainability standards for the broader digital media industry.

Gaming for good 

• Through our GameDistribution studio, Azerion is a proud member of the UN-facilitated Playing for the Planet Alliance, standing alongside the world's largest gaming companies to set and pursue ambitious climate goals. As part of this ongoing strategic commitment, we participate in the annual Green Game Jam. Rather than building new eco-themed games from scratch, our approach challenges developers to integrate climate awareness content directly into existing games that already have massive, established audiences. This strategy allows us to educate and inspire millions of players worldwide to take environmental action.

Our communities 

At Azerion, we’re building a responsible digital world rooted in transparency and integrity. Since our 2025 shift to a leaner Platform, we’ve used Azerion Intelligence to support our users and ensure brand-safe environments for advertisers. We believe in keeping the media landscape diverse; by opening our top-tier tech to independent voices, we support Industry, Innovation, and Infrastructure (SDG 9), giving local journalism a fair shot against the tech giants. We also drive Reduced Inequalities (SDG 10) by sharing our multi-cloud and AI tools to empower smaller local partners with accessible technology. To safeguard public conversations, we have stepped up to host verified, accountable civic advertising. Finally, through Partnerships for the Goals (SDG 17), we collaborate with global leaders to set the safety and sustainability standards the industry needs. This media plurality and local impact is fundamental for our advertising technology. 

Platform integrity & safety

Our commitment to our community begins with the privacy and security of online identities. We comply with global regulatory frameworks, including GDPR and CCPA, ensuring that user data is handled responsibly:

• Azerion has long been a leader in digital curation, and in 2025, we processed 13.4 billion ads per month in a marketplace built on trust and real-time verification. Our advanced filtration and real-time verification set a new standard for brand safety; preventing ads from appearing alongside unsuitable or harmful content. This ensures advertisers can scale with confidence while premium publishers monetise their content effectively in a secure, high-quality environment.

• Using Azerion Intelligence and human oversight, we block invalid bot traffic in real-time to eliminate digital waste. By ensuring every view is genuine, we protect our partners from fraud and guarantee that advertisers only pay for real human engagement in a transparent, high-value marketplace. 

Digital responsibility 

• Azerion safeguards accountable public communication by complying with the EU’s Transparency and Targeting of Political Advertising (TTPA) regulation, effective October 2025. While other major platforms withdraw, we leverage our secure technology to host civic advertising under a framework of full transparency and integrity. This approach ensures democratic participation remains possible through a responsible, safe, and inclusive digital exchange. “We believe that democratic discourse should not vanish in the face of regulatory uncertainty. Our goal is to support responsible political advertising, not to evade it.”— Sebastiaan Moesman, Chief Strategy Officer, Azerion.

Our inclusion and well-being

As a technology company powered by people, Azerion recognises that our employees are key to the success of our business, maintaining the relationships and proprietary technology that allow our platform to scale. We are proud to have 912 FTE's across 30 offices in 17 countries, fostering a diverse workforce that represents a variety of different nationalities. Our vision for inclusion and well-being is aligned with UN Sustainable Development SDG10 (Reduced Inequalities) and SDG 8 (decent work and economic growth), with a mission to build a workforce that is healthy, inspired, and feels universally valued. We maintain a clear stance on providing equal opportunities regardless of gender identity, orientation, race, or religion, ensuring these principles are embedded in both our internal culture and the development of our products. Our Diversity Policy and our Code of Conduct are available on our website.

Cultivating professional growth and intelligence

• Following our strategic shift to a Platform-centric model, we have prioritised empowering our people with the knowledge necessary to thrive in an AI-driven landscape. Azerion Intelligence is now a core part of our operations, providing our teams with practical AI tooling and dedicated learning programs to ensure they can actively contribute to the technology driving our platform. This commitment to shared knowledge extends to our partners through global summits in New York and Istanbul, where we explored the intersection of AI and creativity. To build trust and foster knowledge sharing across our local advertising ecosystems, we regularly host training workshops, such as our Digital Out-Of-Home (DOOH) sessions in Belgium, alongside engaging networking events, including agency breakfasts in Spain, client dinners in Italy, and our recurrent DoMiBowling event in the Netherlands.
• Transparency and safety are fundamental to our operations, we ensure our employees uphold these same high standards to safeguard our digital ecosystem. All staff and new joiners complete mandatory Security Awareness Training covering foundational security and phishing identification, supported by regular internal testing to identify vulnerabilities. This continuous education is essential for fulfilling our obligations to maintain secure operations and protect our global partners' data. 
• Operating across 17 countries, we value regional cohesion to bridge cultural nuances. In 2025, our teams celebrated this unity through joint DACH holiday gatherings in Vienna, Italian cooking classes, festive Secret Santa traditions in Spain and Swedish winter sessions, these shared experiences ensure our people remain unified as we scale.
• We are immensely proud of our people, whose regional excellence underlines the value of local expertise in addressing the diverse needs of our partners, from global brands to local businesses. This commitment to professionalism is reflected in a year of recognition, France celebrated a triple win at the Ratecard Stars and a Cas d’OR for Local Social Media, while Austria secured 11 wins across the Effie and VAMP awards. As well as our DACH team’s Bronze at the IDOOH Creative Challenge and Belgium’s leadership at the Mixx Awards. 
• Our local teams understand local clients, local culture and expectations. The quality of our services and advice directly correlates with the diversity of our teams across the globe. Diversity is linked directly to our offering and profitably making it part of a continued belief and strategy that the Company is building a sustainable future.

Gender equality and empowerment

• We remain committed to fostering a more diverse and inclusive AdTech industry through active sponsorship and community engagement. We were proud to sponsor the inaugural AdLand Pride event, this initiative provided a platform for insights and education, reinforcing our support for the LGBTQ+ community within the advertising sector.
• We hosted the Inspire Women event and sponsored a specialised mentoring program to amplify female voices in the podcasting industry. These initiatives were designed to bridge the representation gap and support long-term career development for women across the media landscape.

Our impact model 

We set out below a visualisation of Azerion’s high level impact model. The impact model helps us frame our ESG thinking within the context of our business operations and drives our NFRD reporting:

Non-financial reporting review

Our people and culture (social and employee matters)

At Azerion, we believe our diverse people and their cultures is what makes us successful. They are an important part of our history and who we are today. Azerion represents 54 nationalities who work hard to ensure every office, across all countries, is a welcoming space where everyone is treated with genuine dignity and respect. This commitment is anchored in our Code of Conduct and Diversity Policy, which guide how we interact every day and on our website

We have zero tolerance for harassment or bullying of any kind. Our Code of Conduct provides a clear, confidential way for anyone to raise concerns through our Compliance Officer, ensuring any issues are handled quickly and fairly. We support our teams in standing up against discrimination, making sure everyone feels the company has their back.

Inclusive opportunities (DEI)

As a diverse and equal opportunity employer, we make sure that who you are, your age, gender, background, or beliefs, never stands in the way of your career. At Azerion, we recognise that diversity extends far beyond gender metrics. It is also about the unique perspectives that come from different ages, cultural backgrounds, and life experiences. We believe that fostering this multidimensional diversity fuels innovation and helps us stay closer to the communities and partners we serve.

We are proud of the progress we made in 2025:

• Gender balance: Our female workforce grew by 4 points this year, reaching 47% (up from 42% in 2024).

• Recruitment: Driving a more balanced workforce, women accounted for 62% of our new hires in 2025. 

• Leadership: While our Management Board currently consisted of one male member, we remain committed to increasing diversity across all levels of the organisation.

• Age diversity: Diversity for us isn’t just about gender, it’s about the unique perspectives that come from every stage of life. We welcome colleagues from all age groups, recognising that a mix of fresh energy and seasoned experience is exactly what drives our innovation. As of 31 December 2025, our workforce continues to represent a healthy generational mix, with an increase in our more experienced age groups.

This data is pulled directly from our centralised HRIS system, which is managed daily by our HR teams to ensure accuracy. By focusing on our core operations we’re able to provide a clear look at our workforce composition as we prepare for the future of ESG reporting.

Respect for human rights

Beyond our internal culture, we believe that protecting human rights is fundamental to a responsible digital business. We are dedicated to creating a space where our audiences can interact with our products freely and fairly. For our employees, this means ensuring a workplace where rights are respected and everyone feels valued. By making these principles a core part of our daily operations, we ensure that as Azerion grows, we continue to prioritise the dignity and safety of every person in our ecosystem.

Anti-corruption and anti-bribery

As a publicly listed company, Azerion is committed to the highest standards of transparency and ethical conduct. Our priority is to operate in a straightforward manner, ensuring that our growth remains responsible and value-driven for all stakeholders. Our ethical business strategy is anchored in our Code of Conduct and a single, uniform Whistleblower Policy designed to meet corporate governance obligations under Dutch law and international best practices. 

Space for accountability  

Our Whistleblower Policy is central to maintaining a healthy workplace. It provides every employee with a clear, secure avenue to voice concerns about any irregularities without fear of retaliation. We respect those who speak up in good faith and are committed to protecting them.

Integrity and anti-corruption 

We do not tolerate corruption in any form and work actively to prevent it. While these kinds of incidents are uncommon in the digital advertising world, we do not take that for granted. We stay alert through regular financial audits and robust internal checks to ensure everything is running exactly as it should. Because we are a publicly listed company, accountability is built into our DNA and daily operations. Our strong financial foundation and transparent reporting are not just about compliance, they are about ensuring our marketplace remains a healthy, honest space where real value is delivered to real people.

Environmental matters

Azerion notes with concern the climate challenges facing our planet and is focused on the impact we as a company can have on this issue. Sustainability is an important part of our executive agenda, and we are supporting several initiatives aimed at protecting the environment. Following our strategic transition in July 2025, we sharpened our strategy to match our new structure. By concentrating on our digital advertising platform and operating with a leaner team, we focused on precise, data-driven accountability.

Our 2025 carbon footprint

We track our footprint using the GHG Protocol Corporate Standard, measuring our efficiency by tons of CO2e per million EUR in Platform Revenue. By excluding our recently divested entity from our 2025 performance data, we now have a clearer view of our core impact as a leading ad-tech and digital entertainment platform. Please note that the comparative figures presented for 2024 have not been restated and therefore still include the historical footprint of this divested operation.

We are proud of the progress we made in 2025:

In 2025, our environmental footprint was shaped by strategic business transformation, including divestment of Whow Games and acquisition of CMI, alongside the rapid rollout of our Azerion Intelligence capabilities.

Scope 1 and 2: Our structural leaning and the summer divestment of the Whow Games business reduced our physical footprint, leading to small decrease in Scope 1 direct emissions (office heating). Meanwhile, scope 2 emissions, covering purchased electricity and district heating for our offices, remained more or less equal to 2024.

Scope 3 remains the largest component of our carbon footprint, and in 2025, we recorded an overall increase in this category. This increase was driven by our strategic technological expansion. The rollout of Azerion Intelligence required a scale-up in cloud computing and data centre processing power, which impacted our Category 1 (Purchased Goods and Services) emissions. However, we made progress in other areas like travel and commuting reductions, where through our more lean organisation and stricter corporate travel we successfully brought down emissions associated with both Business Travel (Category 6) and Employee Commuting (Category 7). All other material Scope 3 categories, including waste and capital goods, remained stable year-over-year.

We recognise that expanding into multi-cloud and AI puts pressure on our emissions. To address this, we are working closely with primary infrastructure partners, including AWS, to optimise server efficiency and actively lower the carbon output of our multi-cloud operations. Our vision is to grow our technology and business capabilities while leaving our carbon footprint behind.

While our direct climate risk remains low due to our digital, office-based nature (see our Risk management), our ambition remains high. We will continue to evolve our ESG strategy, leveraging our creativity and platform to drive positive, sustainable impact in the world.

EU Taxonomy 

The EU Taxonomy is a classification system designed to direct investments toward environmentally sustainable economic activities. While we fully support its goal of driving a climate-neutral economy by 2050, the framework currently prioritises macro-sectors with massive physical carbon footprints, such as heavy manufacturing, energy, and construction. For an economic activity to be considered fully "Taxonomy-aligned," it must meet three strict conditions:

1. Make a substantial contribution to at least one of the following six environmental objectives:

   • Climate change mitigation

   • Climate change adaptation

   • The sustainable use and protection of water and marine resources

   • The transition to a circular economy

   • Pollution prevention and control

   • The protection and restoration of biodiversity and ecosystems

2. Do No Significant Harm (DNSH) to any of the other five objectives.

3. Comply with Minimum Safeguards (MS) regarding human rights, anti-corruption, taxation, and fair competition.

Regulatory context and 2025 methodology 

With delegated acts now fully published for all six objectives, companies are required to disclose the proportion of their taxonomy-eligible and taxonomy-non-eligible activities across their total Turnover, Capital Expenditure (CapEx), and Operating Expenditure (OpEx).

As our headcount currently falls below the revised Omnibus threshold for immediate CSRD adoption, we are reporting under the Non-Financial Reporting Directive (NFRD) while actively preparing our data infrastructure for future compliance. For the 2025 reporting period, we have elected not to apply the optional reporting simplifications introduced by the European Commission's July 2025 Delegated Act, maintaining methodological consistency with our prior year disclosures. To identify eligible activities and calculate the appropriate proportions, we applied Commission Delegated Regulations (EU) 2021/2139, (EU) 2023/2486, and (EU) 2021/2178.

Azerion’s taxonomy assessment & minimum safeguards 

Because our core business is a purely digital advertising platform, our revenue-generating activities largely fall outside the current scope of the framework.

Furthermore, as a digital technology company, we process, analyse, and store substantial amounts of data. However, because we outsource these activities entirely to third-party infrastructure providers, we do not exert direct operational control over them. Consequently, these activities are excluded from our eligibility analysis.

While our current eligible activities detailed below do not meet the strict environmental thresholds for alignment, Azerion strictly adheres to these minimum social and governance safeguards across our entire business through our corporate Code of Conduct and broader policies. We will continue to monitor future developments, refining our methodologies and disclosures as new best practices arise.

Turnover: 0% eligible 

Because the delegated acts currently focus on high-emission physical sectors, there are no revenue-generating activities within Azerion’s digital advertising business that match the framework. The total amount of Azerion’s turnover in the financial year 2025 is € 540.6 million, of which 0% are eligible activities and 100% are non-eligible activities.

The regulation seeks to have companies provide alignment between the three applicable KPIs and the company’s financial statements, as presented. In this light, the KPI "Turnover" includes "Revenue" included in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, refer to Consolidated statement of profit or loss and other comprehensive income. Please refer to the end of this section for detailed disclosures, as per Commission Delegated Regulation (EU) 2023/2486 of 27 June 2023.

OpEx: 0% eligible 

The EU Taxonomy uses a highly restrictive definition for OpEx, limiting it strictly to direct costs for R&D, building renovations, short-term leases, and day-to-day asset maintenance.

Under this narrow definition, our in-scope Taxonomy OpEx for 2025 is just € 2.1 million. Because this amount is fundamentally insignificant compared to our total group operating expenses € 545.0 million, we apply the regulatory materiality exemption. As a result, we report an eligible numerator of zero, resulting in 0% eligibility and 0% alignment.

CapEx: 3.5% eligible, 0% aligned 

Our total applicable CapEx for 2025, consisting of additions to Property, Plant, and Equipment (PPE) and Intangible Assets, was € 31.6 million.

• Acquisitions
• Property, plant and equipment
• Intangible assets

Based on our assessment we concluded that Azerion's EU Taxonomy-eligible activities with relation to CapEx are limited to additions related to car leases (categorised under Activity 6.5: Transport by passenger cars) in line item Property, plant and equipment. In 2025, additions to car leases amounted to € 1.1 million, giving us an eligibility score of 3.5% 

However, because these leased vehicles do not universally meet the EU's exceptionally strict, zero-emission CO2 thresholds required for the 'substantial contribution' criteria, we report 0% alignment for CapEx.

(Detailed disclosure tables, as per Commission Delegated Regulation (EU) 2023/2486, are provided at the end of this section).

Operational and
financial Review 2025

Azerion's Platform includes our Advertising Platform and AAA Game Distribution.

The Dutch structure regime (structuurregime) is not applicable to Azerion.

Overview of key events

Acquired companies

Azerion has experienced rapid expansion since 2014, driven by both organic activities and strategic acquisitions. 

In 2025, Azerion completed the following corporate acquisitions:

• 100% of issued capital in The Moneytizer and The Moneytizer Corp
• Business and assets of CMI Media
• Business and assets of Spectrum Media Service

For further detail on the 2025 acquisitions, please refer to Acquisitions.

Disposal of companies

Sale of Whow Games

On 9 July 2025, DoubleDown Interactive and Azerion announced that they had entered into a definitive agreement for DoubleDown Interactive to acquire from Azerion its subsidiary Whow Games.

The sale was completed on 14 July 2025, for an upfront payment of €55 million and an earn-out of up to €10 million, subject to customary adjustments. 

The gain on sale before income tax that includes the received proceeds at completion, an estimate of the remaining proceeds, less derecognised fixed assets and related transaction costs, amounted to € 22 million.

Legal entity reorganisation

During 2025 the Company liquidated the legal entities Artificial Intelligence for Performance SLU, Mforma Europe Ltd, Improve Digital Ltd, Hybrid Theory Global Ltd, PDPH SA, Zoom.in Mexico CV de SA, InSkin Media Singapore PTE Ltd, Hybrid Theory Pte Ltd, The Moneytizer Corp. In addition, as part of our ongoing consolidation and integration efforts, we merged a number of legal entities. For further detail on the legal entity mergers, please see List of subsidiaries

Other key events

On 14 March 2025, Azerion reported that the Dutch Authority for the Financial Markets, the Autoriteit Financiële Markten (AFM), concluded the investigation into irregularities in trading of Azerion shares. The investigation did not lead to any punitive measures against Azerion or its major shareholders.

On 23 April 2025, Azerion Group N.V. and Principion Holding B.V. signed an amendment agreement to extend the terms of their loan settlement, amendment, share pledge  and call option agreement, see Non-current financial assets. The loan repayment date and the call option maturity date were both extended to 31 March 2026 under the condition that the other terms of the agreement remain unchanged. This extension was in the interest of both parties and thus was concluded to be at arm’s length. The call option was exercised during 2026, please refer to Subsequent events for more details.

On 19 June 2025 Katrin Brökelmann was re-appointed as member of the Supervisory Board.

On 1 August 2025, Azerion announced that, after stepping aside from his responsibilities as Co-CEO in March 2023, Atilla Aytekin, Co-Founder and current member of the Management Board, has decided to transition to the position of advisor to the Executive Committee and the strategy team.

On 17 September 2025, Azerion announced that it had successfully placed € 225 million of senior secured floating rate bonds, within a total framework amount of € 350 million to qualified institutional investors internationally (ISIN: NO0013660357). The new bond issuance was completed during October 2025. The newly issued bonds have a 4-year tenor, carry a floating rate coupon of 3 months EURIBOR plus 5.5% per annum and were issued at 98% of par. 

On 13 October 2025, Azerion announced that it had successfully completed refinancing and early redemption of all outstanding senior secured bonds maturing in October 2026 (ISIN: NO0013017657). The net proceeds of bonds issued during October 2025 (as detailed above), in combination with cash from Azerion, was used to complete the refinancing.

Risk
management

Selected Significant Risks and Uncertainties

The digital advertising industries are dynamic global markets. There are various risks and uncertainties that may have a material adverse effect on Azerion’s business, financial condition, results of operations and prospects. These risks include macro-economic circumstances and general economic and geo-political environments, changes in applicable legislation and regulations, governments, infrastructure and new, emerging technologies or existing technologies going out of style or use. There are also risks related to Azerion failing to source and integrate new acquisitions, or failure to source attractive content and attract sufficient advertisers and publisher partners. In addition, Azerion must be continuously technically competent and prepared for risks and uncertainties relating to fraud and deception on digital traffic and the internet. Failure of internet and infrastructure is an uncertainty. Although this type of major failure occurs rarely, it can have a significant effect if it were to materialise.

In achieving its long-term objectives, Azerion is inherently involved in taking certain risks and accepting selected uncertainties. The extent to which Azerion is prepared to take risks to achieve its objectives differs according to each objective and risk category. The table below, while not exhaustive, describes the principial material risks that may impact Azerion’s business and the industries it operates in and is reviewed periodically by the Management Board and Executive Committee.

When considering making an investment in Azerion, you should read these risks and uncertainties. Other risks and uncertainties currently not known to Azerion may occur in future and could materially affect Azerion’s operating results and financial position adversely .

As of the De-SPAC Transaction between EFIC1 and Azerion Holding B.V. completed on 1 February 2022, Azerion complies with principle 1.4 of the Dutch Corporate Governance Code (‘Risk management accountability’) from 2022.