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ANNUAL
REPORT
2025
CONTENT
01 Letter from the Board of Directors
8
02 Report of the Supervisory Board
12
03 Remuneration Report
18
04 Report of the Board of Directors
24
04.1 Governance
26
Our Governance Structure
28
Comply or Explain
33
Decree Article 10 Takeover Directive (Besluit Artikel 10 Overnamerichtlijn)
35
04.2 The ad pepper Share
38
04.3 Business Activity
42
Disclaimer regarding Forward-looking Statements
44
The ad pepper Group
44
Segments of the ad pepper Group
46
Employees and Values
49
04.4 Economic Development
50
Macroeconomic Framework
52
Presentation of Earnings Position
53
Presentation of Financial and Net Asset Position
53
04.5 Risk Report
56
Foreword
58
Operational risk
59
Strategic risk
61
Financial risk
63
Compliance risk
65
Risk Appetite
67
Evaluation of Risk Management System Effectiveness
69
Statement of the Board of Directors on internal risk management and control systems
70
Opportunities and Outlook
71
04.6 Responsibility Statement
72
05 Consolidated Financial Statements
76
06 Notes to the Consolidated Financial Statements
88
07 Statutory Financial
140
08 Other Information
156
09 At a Glance
170
10 Glossary
176
KEY FIGURES AT A GLANCE
2025
2024
Gross sales¹ (kEUR)*
100,258
62,556
Revenue*
50,187
14,450
Gross proﬁt (kEUR)*
29,638
14,069
Gross margin (percent) in relation to gross sales
29.6
22.5
Gross margin (percent) in relation to revenue
59.1
97.4
EBITDA for continuing and discontinued operations (kEUR)
7,171
2,004
EBITDA² (kEUR)*
4,045
1,281
EBIT³ Operating proﬁt/(loss) (kEUR)*
1,821
637
EBT4 (Proﬁt/(loss) before taxes) (kEUR)*
2,219
2,391
Net proﬁt/(loss) (kEUR)*
1,607
2,130
Earnings per share (basic, EUR)*
0.01
0.08
Total assets (kEUR)
75,295
48,370
Shareholders’ equity (kEUR)
38,311
20,603
Equity ratio5 (percent)
50.9
42.6
Liquid funds6 (kEUR)
27,330
24,155
Number of employees (as at 31 December)
313
205
2025
2024
2025
2024
2025
2024
*Figures reﬂect continuing operations only and exclude the operating result of the sold segment ad agents and the gain on sale of the segment.
Gross sales
EBITDA from
Liquid funds
continuing operations
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 is
serves to present a Company’s performance while eliminating the effects of differences
not required under IFRS; however, it is voluntarily disclosed in the Consolidated Income
among local taxation systems and different ﬁnancing activities.
Statement from 1 January 2018 onwards 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
Funds is an alternative performance measure and includes cash and cash equivalents
losses/loss reversals on other intangible assets. This performance measure neutralises
and listed debt and marketable securities and deposits with maturity over three months.
the effects of the ﬁnancial result along with distortions of operational performance
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
2025
2024
impairment loss reversals, recognised in proﬁt or loss during the reporting period.
Cash and cash equivalents
27,330
24,155
Listed debt and marketable securities
0
0
2025
2024
Liquid funds
27,330
24,155
EBIT from continuing operations
1,821
637
Depreciation & Amortisation
2,224
644
EBITDA from continuing operations
4,045
1,281
01
LETTER FROM
THE BOARD OF
DIRECTORS
01
01
LETTER FROM THE BOARD OF DIRECTORS
LETTER FROM THE BOARD OF DIRECTORS
DEAR STAKEHOLDERS,
In this challenging environment, the ad pepper Group maintained a clear focus on technology, proﬁtability and growth, both organic and via
acquisitions. The Group’s objective was to foster growth, leverage synergies within the Group, particularly those involving solute GmbH and Checkout
Charlie GmbH, and maintain a lean cost structure. As far as realising potential synergies or cooperation between the existing segments and solute
is concerned, we are still at the beginning of our joint journey. The balance sheet of the ad pepper Group remained strong and well-capitalised in
The most important event of the 2025 ﬁnancial year was the acquisition of a majority stake in solute Holding GmbH & Co. KG (“solute”) in April
2025. As at 31 December 2025, cash and cash equivalents amounted to EUR 27,330k (31 December 2024: EUR 24,155k), and the equity ratio stood
2025, a leading German performance marketing company and operator of the well-known price comparison platform billiger.de. As a result of this
at 50.9 percent (2024: 42.6 percent). The Group has no external debt, ensuring independence, ﬂexibility and ﬁnancial strength. This stable capital
transaction, the Group’s revenue and EBITDA reached levels never seen before, with solute GmbH becoming a key driver of growth and proﬁtability
structure enables the Group to ﬁnance investments and acquisitions from internal funds and provides scope for further M&A activities, e.g. regarding
within the ad pepper Group and a catalyst for its strategic transformation. Shortly after this major acquisition, the Group acquired another company
a potential increase in its shareholding in solute. Growth will continue to be ﬁnanced from cash reserves and operating cash ﬂow and or against the
in October 2025, Checkout Charlie GmbH (“Checkout Charlie”), which is behind well-known discount portals such as Sparwelt.de and Gutscheine.de.
issuance of new shares, ensuring the Group’s long-term stability. At year end, the Group employed 313 people (2024: 205), reﬂecting a signiﬁcant
The annual report explains in detail how these developments affected the Group’s ﬁnancial performance and strategic direction.
increase following the integration of solute GmbH and its subsidiaries, which further enhanced the Group’s innovative capacity.
In addition, we made a further signiﬁcant realignment in December 2025 by selling our stake in ad agents. The sale complements the new strategic
The year 2025 was not only one of operational success thanks to the largest acquisition to date but also one of pride and reﬂection: The ad pepper
direction of the ad pepper Group, which envisages a refocusing away from digital agency activities towards platform-driven business models (i.e.
media Group celebrated its 25th anniversary as a listed company in the Prime Standard of the Frankfurt Stock Exchange. Since its founding, the
Webgains and solute).
Group has been among the pioneers of digital performance marketing and remains one of the few companies from the early days of the online
market to have evolved successfully and maintained its leading position in the industry. This anniversary stands as a symbol of continuity,
innovation and entrepreneurial responsibility as well as the ability to reinvent itself and create something new and bigger. In this respect, the
Financial performance and results
acquisitions made and the anniversary – even if coincidentally falling in the same year – form a ﬁtting symbol of continuity and transformation.
In the 2025 ﬁnancial year, the ad pepper Group achieved total revenue of EUR 56,957k including the divested ad agents segment (2024: EUR 21,450k).
The year 2025 was exceptional in many respects. We extend our sincere thanks to our stakeholders and shareholders for their trust and support. Our
Including the result from discontinued operations (including the disposal gain) of the ad agents segment amounting to EUR 2,341k, the Group
gratitude also goes to our employees and their families for their dedication, and to our clients, partners and the Supervisory Board for their close and
achieved an EBITDA of EUR 7,171k (2024: EUR 2,004k), which represents the best result in the Group’s history. Never before has the Group been
constructive collaboration, especially in these times of economic transition.
able to present stronger revenue and proﬁtability ﬁgures, thanks to the M&A activities carried out in 2025. This strong performance was driven by,
as stated above, the full consolidation and operational strength of solute and its subsidiary, Checkout Charlie as well as gains from the sale of ad
With conﬁdence and a clear strategic direction, we look ahead to the coming years and will continue to pursue our growth path consistently.
agents. Cash and cash equivalents amounted to EUR 27,330k (31 December 2024: EUR 24,155k), conﬁrming the Group’s continued high liquidity and
ﬂexibility. Needless to say, the cash position is also at record levels.
Yours faithfully,
Since May 2025, the Group has reported according to four segments instead of the previous three, meaning that solute, together with its controlled
subsidiaries, including Checkout Charlie, is now a separate segment and, at the same time, the most important one in terms of revenue and
The Board of Directors
proﬁtability. Accordingly, solute contributed a total of EUR 35,086k in gross sales and revenue and EUR 4,251k in EBITDA. This represents 61.5 percent
ad pepper media International N.V.
of the Group’s total revenue generated in 2025 and 59.3 percent in terms of EBITDA. The second biggest segment, Webgains, generated revenue
of EUR 11,844k (2024: EUR 12,355k) and segment EBITDA of EUR 1,972k (2024: EUR 2,808k). The ad pepper segment delivered solid contributions,
focusing on operational efﬁciency and the optimisation of their business models. Revenue reached EUR 3,298k (2024: EUR 2,095k) and EBITDA
amounted to EUR 448k (2024: EUR -273k). ad agents, which was divested at the end of 2025, generated revenue of EUR 6,770k (2024: EUR 7,001k)
and EBITDA of EUR 785k (2024: EUR 723k).
Dr Jens Körner, CEO
Nuremberg, 30 April 2026
Looking behind and beyond
The European economy in 2025 was characterised by moderate growth, declining inﬂation and persistent geopolitical risks. Inﬂation in the euro area
averaged around two percent, while GDP growth reached approximately 0.7 percent – low, yet stable. Consumer conﬁdence remained subdued,
particularly in Germany, France and Italy. The ongoing war in Ukraine, new trade barriers and tariffs between the USA, China and the EU continued to
weigh on investment sentiment. Nevertheless, the digital economy expanded further, driven by technological innovation, adaptability and efﬁciency
gains, especially thanks to artiﬁcial intelligence.
10
02
REPORT OF THE
SUPERVISORY
BOARD
02
02
REPORT OF THE SUPERVISORY BOARD
REPORT OF THE SUPERVISORY BOARD
DEAR SHAREHOLDERS,
Remuneration of the Board of Directors (see also Remuneration Report)
In accordance with the Company’s Articles of Association in their current version, the compensation paid to members of the Board of Directors is
determined by the General Meeting following submission of corresponding proposals by the Supervisory Board. The Board of Directors’ compensation
In the 2025 ﬁnancial year, the Supervisory Board performed its duties pursuant to the law and the Articles of Association. It advised the Board of
consists of ﬁxed and variable components. Variable compensation consists of annual performance-based payments (bonus), as well as long-term
Directors on a regular basis, monitored the Board of Directors in its management of the business, and was involved in decisions of key importance
incentives such as stock options. The ﬁxed compensation component is regularly determined in January/February of each year with retrospective
for the Company and the Group.
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.
Meetings in 2025
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
The Supervisory Board held four meetings in 2025. Moreover, we collectively and individually interacted with the CEO and the senior management
members of the Board of Directors. Company stock options become exercisable once ad pepper’s share price exceeds a certain threshold, but only
outside the formal Supervisory Board meetings. The Chairman of the Supervisory Board and the CEO met regularly for bilateral discussions, both
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,
virtually and in person, about the progress of the Company on a variety of matters. The Supervisory Board meetings were well attended in 2025,
2023 and 2025. The ad pepper Group has no pension obligations to members of the Board of Directors.
with an attendance rate of 100 percent for each Supervisory Board member. On 9 December 2025, the Audit Committee reported to the Supervisory
Board (i) on the functioning and the development of the relationship with the external auditor and (ii) on the risk management and control systems
The total sum and structure of the Board of Directors’ compensation are designed to enable the Company to attract and retain suitably qualiﬁed
deployed by the Board of Directors. The Audit Committee and Supervisory Board are responsible for overseeing the internal business controls
executives. The compensation structure, pension scheme payments, and other ﬁnancial obligations are designed to promote the Company’s medium
and risk management framework. Assessments are communicated to, and reviewed by, both the Audit Committee and the Supervisory Board.
to long-term interests. The details of the compensation structure disclosed in this Annual Report reﬂect the size of the Company and take into
Additionally, the Board of Directors submits the annual internal control self-assessment report to the Supervisory Board. The Board of Directors kept
consideration the fact that the Board of Directors currently consists of only one member (see Note 39). Consequently, the Supervisory Board did not
the Supervisory Board informed about the status of discussions around the development and implementation of the strategy for 2025 and beyond.
conduct a scenario analysis whereby different performance assumptions and corporate actions were examined. The compensation policy is expected
The Supervisory Board discussed the status of the implementation with the Board of Directors in its meetings and also discussed it with the senior
to remain largely unchanged in 2026.
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 with it and
hence complied with 1.1.3 of the Dutch Corporate Governance Code (“Code”).
Composition of the Supervisory Board
The Supervisory Board approved the ﬁnancial planning for 2025 and discussed (potential) acquisitions with the Board of Directors, e.g. solute as well
The proﬁle and composition of the Supervisory Board as a whole must be aligned with the proﬁle and strategy of the Company. The Supervisory
as Checkout Charlie. Michael Oschmann did not participate in the discussion or decision-making concerning the acquisition of solute. In addition, the
Board strives for a balanced distribution of speciﬁc expertise in relation to the business activities, strategy and long-term goals of the Company.
Supervisory Board discussed and approved the sale of the Company’s stake in ad agents GmbH. Topics discussed also included the election of Dr Silke
Each member of the Supervisory Board must be capable of assessing the broad outline of the Supervisory Board’s overall policy objectives. Given the
Feige as a new member of the Supervisory Board, annual and interim results, technological developments, the organisation of sales and marketing
size of the Company, the proﬁle of the Supervisory Board provides, that the Supervisory Board, shall at least have three members. Since the General
activities, Corporate Governance, related party transactions, investor relations, a new stock option plan, compensation and human resources. The
Meeting of Shareholders held on 19 May 2020 the Supervisory Board has consisted of four members. One Supervisory Board member holds long-
Supervisory Board also met with EY Accountants B.V. a ppointed as independent auditor for the ﬁnancial year 2025 by the Annual General Meeting of
term share positions. The current composition of the Supervisory Board is as follows:
Shareholders (the “General Meeting”) held on 24 June 2025 and discussed the outcome of the 2024 audit procedures on 25 March 2025.
• Michael Oschmann (male, born 1969; German citizen)
In addition, the Supervisory Board, based on the report prepared by the Audit Committee, discussed the general and ﬁnancial risks of the business
Supervisory Board Chairman throughout the entire ﬁnancial year up to and including 31 December 2025
and the ﬁndings of an assessment of the internal risk management and control systems. Consistent with the requirements of the Dutch Corporate
Graduate in Business Administration, Managing Director of Telefonbuchverlag Hans Müller GmbH & Co. KG, Nuremberg
Governance Code, the work of the Supervisory Board and of the Board of Directors, as well as the work of the individual members of both boards,
Supervisory Board member since 10 January 2000; appointed until General Meeting 2029
was discussed in the absence of the members of the Board 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 2025
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 2025
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
• Dr Silke Feige (female, born 1967; German citizen)
Dutch law ﬁrm about the requirements of the Dutch Corporate Governance Code.
Supervisory Board member from 24 June 2025 up to and including 31 December 2025
Head of department for communication and corporate staff division at ZBI GmbH, Erlangen, Germany
Supervisory Board member since 24 June 2025; appointed until General Meeting 2029
14
15
02
02
REPORT OF THE SUPERVISORY BOARD
REPORT OF THE SUPERVISORY BOARD
Corporate Governance
• Dagmar Bottenbruch (female, born 1960; German and US citizen)
Supervisory Board member until 24 June 2025
General Partner of Segenia Capital Markets GmbH, Frankfurt/Main
ad pepper media International N.V. i s a Company under Dutch law with subsidiaries in various countries. All business activities are performed
in accordance with Dutch company law and German capital market law, in particular the German Securities Trading Act (WpHG) as well as the
The required Dutch gender diversity quota of 33 percent within the Supervisory Board is currently not met, as only 1 out of 4 Supervisory Board
Market Abuse Regulation (MAR) according to (EU) No. 596/2014. Common shares are admitted to trading on the Prime Standard of Frankfurt Stock
members is female. If the number of Supervisory Board members is increased, the required quota will be taken into consideration.
Exchange. The Supervisory Board is committed to increasing shareholder value in the interests of all shareholders and has always set the highest
standards for the Company’s Corporate Governance principles. Although, consistent with its proprietary guidelines, the Company generally applies
The Supervisory Board is a separate corporate body that is independent of the Board of Directors. Its independent character is also reﬂected in
the requirements laid down in the Dutch Corporate Governance Code, deviations may nevertheless occur on account of the legal requirements
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
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
accordance with best practice provision 2.1.10 of the Dutch Corporate Governance Code, the Supervisory Board declares that the independence
Dutch Corporate Governance Code.
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
pursuant to best practice provision 2.1.8 vii. because he holds (indirectly) around 40 percent of the Company’s shares.
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.
We have assisted in evaluating acquisitions and reﬁning the long-term value creation strategy. On behalf of the Supervisory Board, I would like to
On 10 December 2019, the Supervisory Board formed an Audit Committee currently consisting of Michael Oschmann, Dr Stephan Roppel and
express our appreciation to all ad pepper employees for their efforts and achievements throughout 2025.
Thomas Bauer (Chairman).
For the Supervisory Board
The Supervisory 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 Supervisory Board came to the conclusion that due to the size of the Company and the size of the Supervisory Board, the Company
Michael Oschmann,
currently does not need an internal audit function, which may change in the future, however, depending on further Company growth. The Supervisory
Supervisory Board Chairman
Board reviews annually the need to establish an internal audit function.
Nuremberg, 30 April 2026
Unqualiﬁed independent auditor’s report on the Financial Statements
The independent auditor EY Accountants B.V. a udited the Consolidated Financial Statements of ad pepper media International N.V. f or the 2025
ﬁnancial year and issued an unqualiﬁed independent auditor’s report.
The Consolidated Financial Statements, the Report of the Board of Directors and the independent auditor’s report were made available to the
Supervisory Board for review. Meetings were held between the Company’s Audit Committee and the auditor, who presented their audit plan, key
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.
On 30 April 2026, the Supervisory Board discussed and approved the Consolidated Financial Statements prepared by the Board of Directors for the
2025 ﬁnancial year.
16
17
03
REMUNERATION
REPORT
03
03
REMUNERATION REPORT
REMUNERATION REPORT
General
Medium- and long-term performance-related
a stock option-based remuneration system that promotes a strong,
agreement is terminated early at the initiative of the CEO, or in the event
variable remuneration (stock options)
long-term equity culture and, in this way, helps align the interests of
of seriously culpable or negligent behaviour on the part of the CEO.
The Supervisory Board carefully studied the Dutch Act aimed to
shareholders, management and other stakeholders.
implement the Shareholder Rights Directive, as adopted by the
The Company aims for a business policy which takes into account the
In line with the Dutch Corporate Governance Code, the members of the
Dutch Senate in November 2019, to identify any potential gap in
The present remuneration policy also takes account of the identity, mission
interests of the shareholders and its other stakeholders. The Company
Board of Directors are appointed for a period of four years. The CEO’s
our remuneration policy. The current remuneration policy has been
and values of the Company and public support, by designing the policy
wishes to promote commitment of the members of the Board of
current term ends on 30 June 2030.
accepted during the 2025 General Meeting.
and its implementation in such a way that the members of the Board of
Directors to build the shareholders’ value on a long-term basis. The
Directors receive a remuneration that is in accordance with the identity of
Company may therefore introduce one or more stock option plans for
Change of control
The Supervisory Board is also mindful of the recommended changes
the Company, with the main focus being the creation of long-term value
the members of the Board of Directors, which may or may not be linked
to remuneration disclosure that form part of the Guidelines to the
for all stakeholders involved in the Company. In doing so, an explicit focus
to the performance of the Company. The exercise price of the stock
Shareholder Rights Directive. These changes are intended to drive
is placed on the social context and the society of which the Company is
options, the number of stock options and the other terms and conditions
In the event of a change of control, the CEO has the option of
greater transparency and consistency of reporting regarding executive
a part, taking into account the required competitiveness of the Company.
shall be laid down in the stock option plans. Three stock option plans
extraordinary termination of his employment contract for a period of
remuneration and may result in further updates to our remuneration
were granted in 2023 for Supervisory Board and key staff members as
12 months after the change of control takes effect. In the event of
disclosure in the Remuneration Report once the Guidelines are
well as the CEO. The number of options granted to the CEO under the
extraordinary termination of his contract, the CEO is entitled to receive
Periodically paid ﬁxed remuneration (base salary)
ﬁnalised. During the 2025 General Meeting, the Remuneration Report
2023 plan amounted to 187,500, of which 46,875 options have been
payment of compensation amounting to his respective annual target
received a positive advisory vote of 100 percent. No questions were
exercised in 2025. In 2025 three new stock option plans were granted
income through to the end of the contractually agreed term, amounting
raised concerning its contents and none of our shareholders expressed
The members of the Board of Directors receive a ﬁxed base salary, which
for Supervisory Board and key staff members as well as the CEO. The
to a minimum of 150 percent of his current annual target income. A
any concern about the clarity or transparency of the Remuneration
is payable in twelve equal monthly instalments. The ﬁxed remuneration
number of options granted to the CEO under the 2025 plan amounted
change of control in this respect arises when a shareholder gains
Report. Based on the positive advisory vote and the absence of any
is determined by the Supervisory Board, usually within the ﬁrst three
to 150,000.
control over the Company as deﬁned by Paragraph 29 of the German
shareholder feedback, we have not proposed any changes to the
months of each calendar year and with retrospective effect as of 1
Securities Acquisition and Takeover Act (WpÜG), i.e. acquisition of at
structure and contents of the Remuneration Report this year.
January of that year. The ﬁxed remuneration is typically increased in line
least 30 percent of the voting rights in the Company.
Other beneﬁts
with the inﬂation rate, but the Supervisory Board may decide otherwise.
The 2025 remuneration report will be submitted to the 2026 General
Loans
Meeting for their advisory vote.
According to the Company’s Articles of Association, the Company
Performance-based variable remuneration (bonus)
shall indemnify each (former) member of the Board of Directors
In the absence of a remuneration committee, the Supervisory Board
who was or is involved, or threatens to become involved, in his/her
Members of the Board of Directors and Supervisory Board have not
in its entirety evaluates the remuneration policy on a routine basis to
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
been granted any loans.
review its efﬁciency and effectiveness in supporting ad pepper’s long-
determined by the Supervisory Board. Consistent with the Board of
any past, present or anticipated future actions or proceedings of any
term strategy compared to relevant market practices and adjusts if and
Directors remuneration policy, the Supervisory Board can choose from a
nature whatsoever, against all conceivable ﬁnancial loss or harm that
Clawback Provisions
where appropriate. On an annual basis, the Supervisory Board sets the
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 targets for the members of the Board of Directors, reviews
for performance-based variable remuneration. For 2025, in-line with
with the actions or proceedings. In addition, the Company has taken
their performance against these predetermined targets and determines
the service agreement entered into with the Board of Directors, the
out insurance cover for them, such as personal accident insurance and
Performance-based variable remuneration is subject to clawback
the remuneration and beneﬁts in line with contractual terms. The
Supervisory Board decided to use earnings before interest, taxation,
directors and ofﬁcers (D&O) insurance.
provisions pursuant to Dutch law.
structure of the remuneration package for the Board members is
depreciation and amortisation (EBITDA) as sole measure. By using
designed to balance incentives for short-term operating performance
EBITDA, the Supervisory Board has opted for a key performance
Other beneﬁts may include but are not limited to life insurance,
with incentives for long-term sustainable value creation while taking
indicator (KPI) that more closely reﬂects the Company’s ability to
disability insurance, long-term health care insurance, company vehicle
into account the interests of shareholders and other stakeholders.
generate operating cash ﬂows.
(with the tax on the pecuniary beneﬁt from personal use being payable
The remuneration policy is clear and understandable, focuses on long-
by the member concerned), mobile phone usage and contributions to
term value creation for the Group, and takes into account the internal
The performance-based variable remuneration consists of two parts;
private pensions. The ad pepper Group has no pension obligations
pay ratios within the Company. The full policy can be found on the
a lump-sum part in the range of EUR 70k – EUR 110k based on the
towards members of the Board of Directors.
Company’s website.
Company reaching the pre-set EBITDA target and a variable part, which
is a percentage of EBITDA (starting from the ﬁrst EUR). The pre-set
Severance payment
The remuneration system is based on three pillars: ﬁrstly, a periodically
Group-EBITDA target for 2025 was reached and, as a result, based
paid remuneration designed to attract, retain and motivate the members
on the performance in 2025, a bonus amounting to EUR 305k was
of the Board of Directors as top-tier managers of an international
awarded. In addition, an amount of EUR 29k has been paid as a one-off
If the current CEO’s service agreement is terminated by the Company
company in a fast-moving commercial environment. Secondly, a clear
(retention) bonus.
without cause, the CEO is entitled to receive 75 percent of the base
performance-based remuneration and a highly detailed assessment
salary (i.e. without any performance-related components to which
based on ambitious internal ﬁnancial targets ensure the focus is on
The remuneration of the Board of Directors complied with the
he would be entitled for the remainder of the term of his service
the Company’s goal of proﬁtable growth on a long-term basis. Thirdly,
remuneration policy.
agreement). No severance payment shall be made if the service
20
21
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
J. Körner,
J. Körner,
2021
2022
2023
2024
2025 2025
Plan Grant date
Share
Exercise
Number
Number
Number
Number
Number
CEO (2025)
CEO (2024)
vs
vs
vs
vs
vs
options price (EUR)
of options of options of options of options of options
2020
2021
2022
2023
2024 kEUR
granted
outstanding
awarded
forfeited
exercised outstanding
kEUR
kEUR
Fixed remuneration
Director’s
01/01/2025
2025
2025
2025
31/12/2025
remuner-
Base salary
319
299
Board of
ation
Directors
Other benefits¹
20
20
J. Körner,
Variable remuneration
J. Körner
BoD 2023
01/2023
187,500
1.86
140,625
0
0
46,875
93,750
CEO
-18%
-48%
32%
10%
88%
800
One-year variable
334
142
BoD 2025
12/2025
150,000
2.72
0
150,000
0
0
150,000
Remuner-
Multi-year variable²
127
-36
Supervisory
ation of the
Supervisory
Board
Extraordinary items
0
0
Board
+9.10%
+0%
+0%
+0% +100%
48
S. Roppel
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
Pension expenses
0
0
Company's
SB 2025
12/2025
30,000
2.72
0
20,000
0
0
30,000
Total remuneration
800
425
performance
T. Bauer
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
Proportion of ﬁxed and
EBITDA
-33%
-71%
-98% >100% >100% 7,171
variable remuneration3
40%/60%
75%/25%
SB 2025
12/2025
30,000
2.72
0
20,000
0
0
30,000
S. Feige*
SB 2025
12/2025
30,000
2.72
0
20,000
0
0
30,000
Year
1
Contributions to private pension plan and health insurance.
D. Bottenbruch**
SB 2023
01/2023
18,000
1.86
18,000
0
0
0
18,000
2
Board of Directors holds SOP 2023 BoD which are measured
2020
2021
2022
2023
2024 2025
at the end of each reporting period at the fair value. The SOP 2025 BoD is
measured at its grant date. See also Note [39].
*From 24 June 2025
3
Higher share of 2025 variable remuneration is driven by the signiﬁcantly higher
**Until 24 June 2025
Average
EBITDA achieved in 2025, see also table “Five-Year comparison”.
employee
The options granted under the SB 2023 and BoD 2023 plan expire 7 years after granting. The options grant the right to purchase shares at the
remuneration
66
55
54
72
82
94
The amounts shown in the tables are those recognised in proﬁt or loss
exercise price (EUR 1.86). These options may be exercised over a period of four years at 25 percent each year, but at the earliest one year after being
Ratio CEO
during the reporting period. Income resulting from the share-based
granted. The options forfeit, if the Company terminates the employment contract for an important reason.
and average
payments is due to the decreased fair value of the cash-settled stock
employee
11.7
11.8
6.2
5.4
5.2
8.5
option plan and the corresponding adjustment of the liability through
*
The options granted under the SB 2025 and BoD 2025 plan expire 4 years after granting. The options grant the right to purchase shares at the
proﬁt or loss.
exercise price (EUR 2.72). The respective tranche (four in total) of options may be exercised only once a year and forfeit if not exercised.
Employees of
the company
13
12
15
14
12
14
**
In the ﬁnancial year 2025 0 shares (2024: 0 shares) have been issued in relation to exercise of the aforementioned rights.
*Pay ratios peaked during the pandemic (relatively high EBITDAs/pay-outs to CEO)
Supervisory Board Compensation
and are back to pre-pandemic levels since 2022. 2025 saw higher levels again due to
2025
2024
increased proﬁtability.
**ad pepper media International N.V.
EUR
EUR
Michael Oschmann
12,000
6,000
The average employee remuneration is obtained by dividing the total
personnel expenses as stated in the notes of the respective Company’s
Thomas Bauer
12,000
6,000
Annual Report (after subtracting the CEO’s remuneration) by the
Dr Stephan Roppel
12,000
6,000
reported average number of Full Time Equivalents (“FTE”) (minus one).
Silke Feige (from 24 June 2025)
6,000
0
Dagmar Bottenbruch (until 24 June 2025)
6,000
6,000
Total remuneration for members of the Supervisory Board amounted to EUR 48k in the past ﬁnancial year (2024: EUR 24k).
22
23
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
of being produced in writing – provided that all Supervisory Board
Board and the Board of Directors. The Board of Directors may add other
Meeting, subject to the right of the Supervisory Board to make a binding
members are familiar with the resolution to be passed and none of
items to the agenda of the General Meeting.
nomination to appoint a Board of Directors member in accordance with
them objects to this decision-making process.
the relevant best practice provisions of the Dutch Civil Code and the
The Board of Directors shall be obliged to convene a General Meeting
Corporate information
articles of association (the “Articles of Association”). Since 28 February
The Supervisory Board passes its resolutions, inside as well as outside
if one or more of the persons with meeting rights who alone or jointly
2017, the Company’s Board of Directors consists of one “Director”
meetings, with an absolute majority of the votes of all the members
represent(s) at least 10 percent of the issued share capital request(s)
ad pepper media International N.V. i s a “naamloze vennootschap”
(Chairman of the Board of Directors and CEO). The CEO has powers to
of the Supervisory Board in ofﬁce. In the event of an equal division of
this in writing, stating the issues to be discussed. An extraordinary
(N.V.), a Dutch limited liability Company, and is the parent company
represent the Company. However, in addition to the cases that legally
votes, the Chairman of the Supervisory Board has the casting vote.
General Meeting may be convened by the Supervisory Board or the
of the ad pepper Group (the “Group”). The Company’s registered
require the approval of the Supervisory Board, certain resolutions of
Board of Directors if deemed necessary.
ofﬁce address is Frankenstrasse 146, 90461 Nuremberg, Germany. Its
the Board of Directors as laid out in the rules governing the internal
The Chairman of the Supervisory Board determines the agenda and
registration number with the Dutch trade register is 27182121.
organisation of the Board of Directors also require approval of the
chairs the meetings of the Supervisory Board, monitors the proper
Furthermore, General Meetings shall be held in the event referred to in
Supervisory Board. Resolutions of the Board of Directors that require
functioning of the Supervisory Board, arranges for the adequate
Article 2:108a of the Dutch Civil Code and as often as a member of the
The Company’s Corporate Governance structure is based on the
the approval of the Supervisory Board are only adopted after the
provision of information to the members of the Supervisory Board and
Board of Directors or a Supervisory Board member considers it necessary.
requirements of Dutch corporate law, the Dutch Act on Financial
Supervisory Board has given its approval to such proposed resolution.
acts on behalf of the Supervisory Board as the main contact for the
Supervision and the Dutch Corporate Governance Code (the “Code”).
Board of Directors. Important topics and upcoming decisions are also
The resolutions proposed in the agenda were adopted at the General
Dutch law provides that a member of the Board of Directors of a Dutch
dealt with in regular discussions and meetings between the Chairman
Meeting of ad pepper media International N.V. h eld in Amsterdam on
The Company has a two-tier board structure consisting of a Board of
public limited liability Company may not participate in the adoption
of the Supervisory Board and the CEO. The Chairman of the Supervisory
24 June 2025. In all, 11,755,900 voting rights, or 49.79 percent of the
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
Board informs the other members of the Supervisory Board regularly
issued share capital were represented at the General Meeting.
all of its stakeholders that there is a clear division of responsibilities
has a direct or indirect personal interest conﬂicting with the interests
on the outcome of his discussions and meetings. He also initiates the
between the Board of Directors, the Supervisory Board and the General
of that Company or its enterprise. Pursuant to the Board of Directors
evaluation of the functioning of the Supervisory Board and the Board
Alongside the presentation of the annual ﬁnancial statements for the
Meeting in a well-functioning system of checks and balances.
by-laws, each member of the Board of Directors must immediately
of Directors. All members have had sufﬁcient time available for their
2024 ﬁnancial year, key agenda items also included the discharge of the
report any (potential) personal conﬂict of interest to the Supervisory
duties relating to their membership of the Supervisory Board. Their
members of management and the Supervisory Board, the re-election
In this section, we address our overall Corporate Governance and
Board and to the other members of the Board of Directors and must
availability for ad hoc calls, prompt response on emails and the fact
of Michael Oschmann and election of Dr Silke Feige as members of
provide information on our compliance with the best practice provisions
provide all information relevant to the conﬂict. The Board of Directors
that the members prepared the meetings well, regardless of their
the Supervisory Board, the adoption of the Supervisory and Board of
of the Code. Occasional deviations from the Code are explained and
by-laws provide detailed rules under which circumstances a conﬂict of
attendance at the meetings, and actively participated in the meeting
Director’s remuneration policy as well as the authorisation to buy back
information on the reasons for any such deviations are provided at
interest of a member of the Board of Directors exists and determines
discussions, demonstrate that they were all able to devote adequate
treasury stock for a period of 18 months.
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
attention to the Company.
Corporate Governance structure of the Company and its compliance with
discussing such matters. During 2025, no conﬂicts of interest were
the Code, the shareholders shall be informed at the General Meeting.
Proposed appropriation of the
reported except for the one described in the chapter “conﬂict of
On 10 December 2019, the Supervisory Board formed an Audit
result for the ﬁnancial year 2025
interest”. The company complied with best practice provisions 2.7.4
Committee currently consisting of Michael Oschmann, Dr Stephan
and 2.7.5 accordingly.
Roppel and Thomas Bauer (Chairman). No changes occurred in the
Board of Directors
year under review. The Audit Committee has the task to make the
The Board of Directors, with the approval of the Supervisory Board,
preparatory work for the Supervisory Board decision making regarding
proposes to allocate the result for the ﬁnancial year 2025 amounting
The Board of Directors is entrusted with the management of the
Supervisory Board
the supervision of the integrity and quality of the Company’s ﬁnancial
to EUR 4,414k to the accumulated deﬁcit without payment of dividend.
Company, which means that, among other responsibilities, it deﬁnes
reporting and the effectiveness of the Company’s internal risk
The ﬁnancial statements reﬂect this proposal.
the strategic direction, establishes the policies, and manages the
The Supervisory Board should supervise the policies carried out by
management and control systems.
Company’s day-to-day operations under the supervision of the
the Board of Directors and the general affairs of the Company and its
Supervisory Board. The members of the Board of Directors collectively
Sustainable long-term value creation
afﬁliated enterprise. In doing so, the Supervisory Board should also
manage the Company and are accountable to the Supervisory Board
General Meeting
focus on the effectiveness of the Company’s internal risk management
and to the General Meeting. In performing its duties, the Board of
and control systems and the integrity and quality of the ﬁnancial
By bringing together three individual, strong segments in the area of
Directors is guided by the interests of the Company and its enterprise.
reporting. It offers advice to the Board of Directors. In discharging
At least one General Meeting shall be held each year, at the latest
performance marketing – each focused on advising, supporting and
The Board of Directors follows its own rules determined in the proﬁle
its duties, the Supervisory Board has regard for the interests of
six months after the close of the ﬁnancial year. The agenda and the
enabling its clients in their digital marketing strategy – and further
of the Board of Directors, which deﬁnes responsibilities, competencies
the Company and the business enterprise connected with it. The
explanatory notes to the agenda are published in advance and posted
developing these assets into relevant players, the Company focuses
and decision-making processes.
Supervisory Board meets at least four times a year and whenever a
on the Company’s corporate website. The explanatory notes to the
on above-market-average organic growth of these existing business
majority of its board members or its Chairman considers this to be
agenda contain all relevant information with respect to the proposed
lines and expanding the footprint of new services and products offered
The Board of Directors provides the Supervisory Board with information
necessary. Resolutions of the Supervisory Board may, instead of at a
resolutions. All resolutions are made on the basis of the “one share,
by those segments. Our long-term strategy is to maximise value for
in a timely manner and, if necessary, consults with the Supervisory
meeting, be passed in writing – generally via email or by executing
one vote” principle. The General Meeting reviews the Annual Report
our shareholders and other stakeholders and create a strong cash
Board on important matters and submits certain important decisions to
a speciﬁc circular resolution, or in the form of a message transmitted
and decides on adoption of the ﬁnancial statements and the dividend
ﬂow generation by driving relative market share leadership with
the Supervisory Board for approval.
by any accepted means of communication and received or capable
proposal, as well as on the discharge of the members of the Supervisory
proﬁtable growth and exceeding customer expectations. We are
28
29
04.1
04.1
GOVERNANCE
GOVERNANCE
committed to innovating for a better tomorrow for our customers,
key part of the EU Corporate Sustainable Reporting Directive (CSRD).
do not have a formalised diversity policy. We will take greater board-
audit ﬁrm. Michael Oschmann also stepped down as Managing Director
employees, communities, and society as a whole. As mentioned
level gender diversity into account for future appointments, as required
of solute GmbH & Co. KG as of 30 April 2025.
above, macroeconomic headwinds resulted in declining revenue and
Under the Taxonomy, economic activities that qualify as environmentally
by law, without compromising our commitment to hiring the best
lower proﬁtability in the past ﬁnancial year. However, we successfully
sustainable are those that: (i) contribute substantially to any one of
qualiﬁed individuals for positions. In any future vacancies that arise,
No other conﬂicts of interest were reported in the 2025 ﬁnancial year.
navigated our Company through another unprecedented ﬁnancial year,
six environmental objectives using science-based criteria; (ii) cause no
however, gender diversity will subsist to be one of the criteria in the
and although we did not meet our ﬁnancial targets, we successfully
signiﬁcant harm to any of the other environmental objectives; (iii) ensure
selection process, and the Company shall continue to strive towards
Insider trading policy
sharpened our proﬁle as one of the leading performance marketing
compliance with minimum social safeguards and (iv) meet the technical
achieving a diverse composition of its boards within the coming years.
companies in Europe and therefore believe that 2025 has also
eligibility screening criteria that have been set by the Commission.
contributed to the Company´s long-term value target.
Companies must disclose speciﬁc KPIs – revenue, capital expenditure
In the Netherlands, an important milestone was reached on 1 January
The ad pepper Group has a strict Code of Conduct on insider trading. The
(capex) and operating expenditure (opex) – which indicate the portion of
2022. With effect from this date, new legislation became effective
insider trading policy with regard to inside information and securities
During 2025, we continued to increase our focus on environmental,
their economic activities which are environmentally sustainable.
to achieve a more balanced ratio of seats between men and women
trading was ﬁrst adopted by the Board of Directors in 2016. This
social and governance topics. A key milestone in this context is
on the supervisory boards of publicly traded companies and large
policy is publicly available on the Company’s website. In accordance
the EU Corporate Sustainability Reporting Directive (CSRD), which
We believe our commitment to conducting business in an environ-
companies. While the obligations arising from the legislation apply
with applicable law and regulations (including the EU Market Abuse
requires large companies to disclose more extensive information on
mentally sustainable way, as described in this section, enables the
to large companies only (and the Company did not fall under the
Regulation), the Company maintains insider lists and exercises controls
environmental, social, and governance aspects. However, according
Group to make a broader contribution to the EU’s environmentally
respective criteria in the past ﬁnancial year) and the Supervisory Board
around the dissemination and disclosure of potentially price-sensitive
to the latest proposals by the European Commission, the current
sustainable objectives. It should be noted that the Taxonomy is subject
had only one female member in the ﬁnancial year under review, we
information. Transactions in the Company’s shares carried out by the
legislation does not impose a sustainability reporting obligation on
to periodic revisions, which in the future may deﬁne a separate
take good note of the recent changes to the Code and aim for a higher
Board of Directors and the Supervisory Board members (including their
our company. We are closely monitoring these developments and will
category and speciﬁc technical qualiﬁcation criteria for performance-
share of female members in the Company’s key roles. For instance, the
closely associated persons) are as and when required notiﬁed to the
continue to engage in voluntary sustainability initiatives.
marketing activities.
Company’s top management in key positions across all segments and
Dutch Authority for the Financial Markets (AFM), in accordance with
functions, already consists in 2025 of 32 percent female members,
the applicable provisions of the EU Market Abuse Regulation.
We also take care of sustainability even though we are a services
We promote a culture of respect of the rules and of ethical and
representing a decrease compared to 2024 due to the acquisition of
company and do not own industrial production facilities. This means
environmental principles amongst all our staff. In this respect all our
solute GmbH which is currently managed by two (male) Managing
Substantial shareholdings
that our environmental footprint is very limited. Our Webgains segment
employees are required to adhere to our standard business conduct
Directors. We aim to improve this level again and strive to increase
obtained some years ago a B Corp Certiﬁcation, and we are pursuing
rules and to our insider trading policy, both available on our website.
it (e.g., to 50 percent) in the long-term provided that we will always
those objectives consistently. In addition, in all our ofﬁces we are
Noncompliance with those rules is considered as a serious infringement
safeguard meritocracy irrespective of gender and sexual orientation.
Shareholders owning 3 percent or more of the issued share capital
encouraging environmentally friendly behaviours, for example, but
and could also cause termination of employment. The code of conduct
of a listed company (a substantial shareholding or short position)
not limited to, we do not use any disposable items for in ofﬁce food
is our main instrument where we promote compliance with laws and
must report this to the AFM as soon as this threshold is reached or
Conﬂicts of interest
and drink consumption, we recommend not using heating and air
regulations and with ethics. Anyone who notices an infringement may
exceeded. Subsequently, notiﬁcations to the AFM must be made as
conditioning beyond the moderate use, we rent ofﬁces which have
report to her/his superiors and may also ﬁle an anonymous complaint
soon as a substantial shareholding or short position reaches, exceeds
reasonable thermic performances (in some occasions, we invested
with into the whistleblowing section of our website. So far in 2025
Under the criteria set out in the Dutch Corporate Governance Code,
or falls below set thresholds. The thresholds are 3 percent, 5 percent,
in improvements together with the landlord) and save as car leases
we did not receive any complaints. In addition, through our software
three of the four current members of the Company’s Supervisory Board
10 percent, 15 percent, 20 percent, 25 percent, 30 percent, 40 percent,
due to run off, we are not allowing any thermic engine cars. On the
application managing the human resources, we periodically require our
count as independent. Michael Oschmann, Supervisory Board Chairman
50 percent, 60 percent, 75 percent and 95 percent of the company’s
contrary, we encourage the use of public transport, and we reimburse
staff to adhere to our business conduct code, our insider policies and
of the Group, is not counted as independent in this respect as he is
issued share capital. Shareholder’s disclosures can be inspected
subscriptions to public transport for commuters. Regarding energy, we
any policies we may implement from time to time.
Managing Director of EMA Electronic Media Advertising International
in the register kept by the AFM, and for the ad pepper Group the
do our best efforts to prefer electricity providers based on renewable
B.V., which holds more than 10 percent of the Company’s share capital.
shareholdings as at 31 December 2025 are also disclosed on page 35
sources instead of fossil fuels.
of this Annual Report.
Diversity
During ﬁnancial year 2025, ad pepper negotiated the acquisition of
Given that we are not subject to CSRD reporting requirements, we have
additional shareholdings with several shareholders of solute Holding
Publication requirements under German law
not established a dedicated ESG reporting team. However, we remain
We aim for diversity at every level. We do not see diversity as
GmbH & Co. KG (“solute”), with one representing a so-called related
committed to responsible business practices and continue to integrate
merely a matter of gender or ethnicity but also of personality, skills
party according to Dutch corporate law. Michael Oschmann, the
relevant ESG considerations into our operations where applicable.
and knowledge. We need men and women, people from different
Chairman of the Supervisory Board of ad pepper, holds (i) an indirect
In accordance with Section 26 (1) WpHG, the Company, in its capacity
backgrounds and cultures. The ad pepper Group values this diversity
interest of 40.24 percent in the share capital of ad pepper and (ii)
as a so-called domestic issuer (“Inlandsemittent”) under the German
EU Taxonomy is a cornerstone of the EU’s sustainable ﬁnance
and believes it contributes positively to the way we evaluate situations
participating interests in excess of 20 percent in at least one of the
Securities Trading Act, must publish any shareholding notiﬁcations
framework and an important market transparency tool. It helps direct
and make decisions. The more we utilise the differences between us
potential selling entities. Therefore, Michael Oschmann did not (and
under Dutch law immediately, but no later than three trading days
investments to the economic activities most needed for the transition
and the more we can cooperate and learn from each other, the stronger
will not) participate in the decision-making in the Supervisory Board
after receiving them, via qualiﬁed media outlets. The Company
to a low-carbon economy, in line with the European Green Deal
we will be as a company that serves a highly diverse society and
of ad pepper concerning the acquisition by ad pepper of the interest in
must also transmit the notice to the German Federal Financial
objectives. The Taxonomy is a classiﬁcation system that deﬁnes criteria
stakeholders. The Supervisory Board and the Board of Directors are
solute. This has been discussed and disclosed during Supervisory Board
Supervisory Authority (BaFin) and to the German Company Register
for economic activities that are aligned with a net zero trajectory by
fully aware that both boards currently lack gender diversity; we do not
meetings accordingly. In any case, all acquisitions were supported by a
(“Unternehmensregister”).
2050 and the broader environmental goals other than climate. It is a
have an even distribution of seats between men and women, and we
fairness opinion issued by a ﬁrst rated and well reputed international
30
31
04.1
04.1
GOVERNANCE
GOVERNANCE
Internal audit function
• Periodically paid remuneration (ﬁxed base salary)
his/her capacity as (former) member of the Board of Directors, as a
Principle 1.3 Internal audit function
• Short-term performance-related variable remuneration (bonus)
party to any past, present or anticipated future actions or proceedings
Given the size of the Company and its risk proﬁle, the Company does
The Supervisory Board annually reviews the need to establish an
• Medium- and long-term performance-related
of any nature whatsoever, against all conceivable ﬁnancial loss or harm
not have an internal audit function of its own. Nevertheless, the Board
internal audit function and following these discussions makes a
variable remuneration (stock options)
that he/she has in fact and in all reasonableness suffered in connection
of Directors and the Supervisory Board may implement internal audits
recommendation to the Board of Directors. Considering the current
• Other beneﬁts
with the actions or proceedings.
on a case-by-case decision using internal and external resources. As
size of the operations of the Company and taking into account its risk
in 2023, this has not occurred during 2024. The Company thus does
proﬁle, the Supervisory Board advised to the Board of Directors that it
Periodically paid ﬁxed remuneration (base salary)
Other beneﬁts may include but are not limited to life insurance,
not fully comply with best practice provisions 1.3.1, 1.3.2, 1.3.3, 1.3.4,
does not deem it necessary to create an internal audit function.
The base salary of the members of the Board of Directors is determined
disability insurance, long-term health care insurance, Company vehicle
1.3.5, 1.3.6 and 2.6.4 of the Code.
on an annual basis by the Supervisory Board. The ﬁxed remuneration
and mobile phone usage.
is determined by the Supervisory Board, usually within the ﬁrst three
Principle 2.1 Composition and size
Auditor
months of each calendar year and with retrospective effect as of
In general, the Company, its subsidiaries and the companies whose
Provision 2.1.1. states that the Supervisory Board should strive for a
1 January of that year. The ﬁxed remuneration is typically increased
ﬁnancial details are consolidated by the Company shall not grant
diverse composition with respect to nationality, age, gender, and
The independent auditor is appointed by the General Meeting. The
in line with the inﬂation rate, but the Supervisory Board may decide
loans, advances or guarantees to members of the Board of Directors,
educational and work background and should deﬁne speciﬁc targets
Supervisory Board can nominate a candidate for this appointment, for
otherwise.
but the Supervisory Board may resolve that the Company shall do so
to achieve this. The Supervisory Board believes that both the Board
which purpose the Board of Directors advises the Supervisory Board.
if the Supervisory Board deems that the granting of loans, advances or
of Directors and the Supervisory Board are and will be composed in
The compensation of the independent auditor and any commissioning
Short-term performance-related variable remuneration (bonus)
guarantees is in the interest of the Company.
such a manner that the combination of experience, expertise and
of the external auditor must be approved by the Supervisory Board
Due to the business environment of the Company, it is difﬁcult
independence of its members satisﬁes the requirements set out in its
following consultation with the Board of Directors. The independent
to link the variable remuneration to previously determined and
During 2025, the Company was in compliance with the remuneration
proﬁle. We believe that the composition of our boards allows them to
auditor is required to attend the General Meeting and the Supervisory
inﬂuenceable long-term targets. The short-term variable remuneration
policy.
properly and effectively carry out their duties. Our focus for new board
Board meeting at which the independent auditor’s report on its audit of
for members of the Board of Directors should in principle consist of
members is on experience and education instead of explicit gender,
the ﬁnancial statements is discussed.
an annual performance-related bonus. The bonus is determined by the
age or nationality diversity targets. We therefore do not comply with
Supervisory Board on the basis of measurable and controllable targets
best practice provision 2.1.1 of the Code. Finally, Michael Oschmann,
such as the Company’s income before taxation (i.e. EBITDA to be more
Chairman of the Supervisory Board of the Group, cannot be regarded as
Internal risk management and control systems
COMPLY OR EXPLAIN
precise) or other ﬁnancial or operational targets, as determined by the
independent as he (indirectly) holds around 40 percent in the capital of
(Dutch Corporate Governance Code)
Supervisory Board.
the Company.
The principal risks the Company faces, the Company’s risk manage-
Medium- and long-term performance-related variable
According to provision 2.1.5 and 2.1.6 the Company should have a
Introduction
ment framework, the Company’s risk appetite and the statement by
remuneration (stock options)
Diversity and Inclusion (D&I) policy for the enterprise and should explain
the Board of Directors are described in below section 04.5 of this
The Company aims for a business policy which takes into account the
the D&I policy and the way in which it is implemented in Practice. As at
The Corporate Governance structure and compliance with the Code is
management report.
interests of the shareholders and its other stakeholders. The Company
31 December 2025, after the consolidation of solute, ad pepper Group
the joint responsibility of the Board of Directors and the Supervisory
wishes to promote commitment of the members of the Board of
had 313 employees, without the employees of the deconsolidated
Board. They are accountable for this responsibility to the General
Directors to build the shareholders’ value on a long-term basis. The
segment ad agents, which was sold in December 2025. The Company
Meeting. We continue to seek ways to improve our Corporate
Remuneration Policy (see also chapter
Company may therefore introduce one or more stock option plans
may introduce such policies at a later stage, that is, when the Group
Governance by measuring it against international best practice. The
Remuneration Report)
for the members of the Board of Directors, which may or may not be
has grown big enough.
Code was last amended in March 2025. The new Code took effect on 1
linked to the performance of the Company. The exercise price of the
January 2025 and can be found at www.mccg.nl.
General
Principle 2.2 Appointment, succession and evaluation
stock options, the number of stock options and the other terms and
The remuneration and the contracts between the Company and the
conditions shall be laid down in the stock option plans.
Members of the Supervisory Board are appointed by the shareholders’
Non-application of speciﬁc best practice provisions is not per se
members of its Board of Directors are determined by the Supervisory
meeting for a term of four years and can be reappointed. The Company
considered objectionable by the Code and may well be justiﬁed because
Board within the scope of the remuneration policy that has been
Remuneration payable in instalments
has adopted a policy of remaining open to the possibility that a
of particular circumstances relevant to a company. In accordance with
adopted by the General Meeting.
The members of the Board of Directors have entered into part-time
Supervisory Board member will be reappointed after the maximum
Dutch law, we disclose in our Report of the Board of Directors the
employment contracts with the Company. Upon dismissal of a member
term contained in provision 2.2.2 due to her/his deep knowledge of
application of the Code’s best practice provisions. To the extent that we
The objective of the remuneration policy is to attract, retain and
of the Board of Directors, the Company is in principle obliged to pay
the Company and a high level of involvement. In particular, Mr Michael
do not apply certain best practice provisions, we state the reasons. We
motivate the members of the Board of Directors as top-tier managers
his/her ﬁxed and variable salary and other beneﬁts for the remaining
Oschmann has been reappointed by the shareholders several times.
take a positive view of the Code and apply most of the best practice
of an international Company in a fast-moving commercial environment,
term of the contract, but the Supervisory Board is authorised to deviate
Mr Oschmann has an established, wide and in depth knowledge of the
provisions.
while protecting and promoting the objectives of the Company and
from this principle.
online advertising market and is also the biggest (indirect) shareholder
shareholders’ value.
of the Company. In addition, the Supervisory Board will retire by
The following provides an overview of exceptions that we have identiﬁed:
Other beneﬁts
rotation and may be reappointed in order to ensure that the lowest
The remuneration for the members of the Board of Directors may
The Company shall indemnify each (former) member of the Board of
possible number of Supervisory Board members retire from the Board
consist of the following items:
Directors who was or is involved, or threatens to become involved, in
at the same time. The latter is not posted on the Company’s website
32
33
04.1
04.1
GOVERNANCE
GOVERNANCE
Capital structure
due to the limited number of Supervisory Board members. The Company
the Board of Directors is highly involved in the day-to-day business
with best practice provision 3.3.2 of the Code and deems this
therefore does not comply with best practice provisions 2.2.2 and 2.2.4.
and employees already have the possibility of reporting suspected
appropriate given the size of the Group and long-term involvement
The Company does not have a selection and appointment committee
irregularities at the Company on a general, operational and informal
of the members of the Supervisory Board. Furthermore, the grant
The Company has only one class of shares (ordinary shares) which
and does not comply with provision 2.2.5. As the Supervisory Board
level without jeopardising their legal position. The Company
of options for three Supervisory Board members (i.e. excluding the
carry equal rights. As at 31 December 2025, the issued share capital
currently has just four members, the number of committees must be
therefore does not fully comply with best practice provision 2.6.1.
Chairman of the Supervisory Board) in connection with the 2023
amounts to EUR 1.274.921,95 (31 December 2024: EUR 1,159,662) and
reduced to the minimum required.
However, a Code of Conduct, setting out business principles for our
and 2025 plan is regarded to be more symbolic rather than part of a
is divided into 25,498,439 (31 December 2024: 23,193,244) common
employees and rules of conduct, was adopted in 2007 which allows
regular remuneration.
bearer shares with a nominal value of EUR 0.05 (31 December 2024:
Regarding the selection of the Supervisory Board members, in principle
for the possibility of anonymously reporting concerns about actual or
EUR 0.05) each.
they are accurately selected in advance by the other members,
suspected non-compliance with the Company’s standards stipulated
Principle 3.4 Accountability for
based on industry experience, reputation, availability to cover the
in its Code of Conduct.
implementation of remuneration policy
Obligation of shareholders
position, and taking into account gender equality. Given the size of
The existing contract with the Board of Directors does not contain any
to disclose share ownership
Principle 3.1 Remuneration policy – Board of Directors
the Supervisory Board, there is no ofﬁcial criterion of performance
extraordinary elements; the remuneration essentially consists of ﬁxed
evaluation of the Supervisory Board members; so far in the Company
In deviation of best practice provision 3.1.2 of the Code, options
and variable remuneration. In the event of more complex contracts
history a Supervisory Board member was never felt as underperforming.
granted to members of the Board of Directors under stock option plan
being concluded in the future, the Company will consider publishing a
The AFM has to be notiﬁed of major shareholdings in respect of the
do not contain performance conditions and can be partly exercised after
disclosure on its website.
Company in accordance with the Financial Market Supervision Act
Principle 2.3 Organisation of the Supervisory Board and reports
a period of one year. Although deviating from the Code, the Company
(Wet op het ﬁnancieel toezicht) and the Ordinance to Disclose Major
If the Supervisory Board considers it necessary, it can, according to
believes that the structure of the stock option plans serves its purpose
Principle 4.2 Provision of information
Shareholdings and Capital Investments in Institutions Issuing Securities
the Company’s Articles of Association, install committees from among
to retain members of the Board of Directors and to align the interests of
While the Company focusses on the corporate calendar that covers
(Besluit melding zeggenschap en kapitaalbelang in uitgevende
its members, such as an audit committee, remuneration committee,
shareholders, management, Board of Directors and other stakeholders.
all publication dates and planned conferences and will update
instellingen).
and a selection and appointment committee and shall draw up a set
In addition, the Supervisory Board did not conduct scenario analyses
investor presentations posted on the Company’s website whenever
of regulations for each committee. The Supervisory Board consists
whereby the impact of different performance assumptions and
new information is available so that no single investor can gain an
Due to the listing of the shares on the German Frankfurt Stock Exchange,
of four members. The Supervisory Board decided to form solely an
corporate actions on variable remuneration of the Board of Directors
information advantage, due to the size of the Company and owing
the Company must also in its capacity as a so-called domestic issuer
Audit Committee, but to not form a remuneration committee and a
was examined. The Supervisory Board concluded this is not necessary
to the large number of meetings not every single meeting with or
(“Inlandsemittent”) under the German Securities Trading Act publish
selection and appointment committee, and it is instead the collegiate
due to the simple structure of variable compensation.
presentation to analysts, investors and institutional investors can be
any shareholding notiﬁcations under Dutch law immediately, but no
responsibility of the Supervisory Board to prepare the decision-making
made available to follow in real time. The Company also does not post
later than three trading days after receiving them, via qualiﬁed media
of the Supervisory Board and perform the tasks of these committees as
Principle 3.2.1 Remuneration committee proposal
a policy on bilateral contacts with the shareholders on its website
outlets in accordance with Section 26 (1) WpHG and article 17 MAR
set out in the Code, unless stated otherwise herein. Given the simplicity
A remuneration policy has been implemented and approved by the
because such contacts are substantially absent. This is in deviation
respectively. The Company must also transmit the notice to the German
of functioning of the Supervisory Board (also adequate to the size of the
General Meeting. However, given the size of the Company and the
from best practice provisions 4.2.2 and 4.2.3.
Federal Financial Supervisory Authority (BaFin) and to the German
Company) the Supervisory Board regulations are not published on the
Supervisory Board, a remuneration committee has not been and is not
Company Register (“Unternehmensregister”).
Company’s website.
intended to be established.
Share ownership as at 31 December 2025*:
The Company does therefore not fully comply with best practice
Principle 3.2.3 Severance payments
DECREE ARTICLE 10 TAKEOVER
provisions 2.3.1, 2.3.2, 2.3.3, 2.3.4 and 2.3.5. The Supervisory Board,
The compensation paid in the event of dismissal of Mr Körner may
Shares
Shares
due to its size, did not nominate a vice-chairman and does therefore not
exceed one year’s salary, however, severance pay will not be awarded
DIRECTIVE (BESLUIT ARTIKEL 10
fully comply with best practice provisions 2.3.6 and 2.3.7.
if the agreement is terminated early at the initiative of the Board
Number
Percentage
OVERNAMERICHTLIJN)
member, or in the event of seriously culpable or negligent behaviour
EMA BV
9,144,878
35.86
In addition, given the small size of the Supervisory Board and the
on the part of the member of the Board of Directors. In the event of his
absence of committees within it, the Supervisory Board did not
contract being terminated without cause as deﬁned by the applicable
Euro Serve media GmbH
1,115,931
4.38
prepare a speciﬁc report describing the various elements pertaining its
law, the Company would remain obliged to compensate such member
Introduction
functioning according to the best practice provision 2.3.11.
for the remaining term of his employment agreement. The Company
*Table shows shareholders holding >3 percent in the Company’s share capital.
believes that the contractual arrangement is well justiﬁed due to the
In accordance with Article 10 of the Takeover Directive (Dertiende
Principle 2.4 Decision-making and functioning
long tenure of this board member. The Company does therefore not
Richtlijn), companies with securities that are admitted to trading on
Appointment and dismissal of
Due to its size, the Supervisory Board did not nominate a vice-chairman
comply with best practice provision 3.2.3. See also page 36 “Payments
a regulated market are obliged to disclose certain information in their
members of the Board of Directors
and does therefore not fully comply with best practice provision 2.4.3.
to employees on termination of employment in connection with a public
board reports. This obligation has been implemented in Dutch law
takeover bid”.
through Decree Article 10 Takeover Directive. The Group must disclose
Principle 2.6 Misconduct and irregularities
The members of the Board of Directors are appointed on the basis
certain information that might be relevant for companies considering
The Company has no plans to establish “whistleblower” guidelines
Principle 3.3 Remuneration Supervisory Board
of a binding nomination by the Supervisory Board. Where no binding
making a public offer with respect to the Group. The information that
governing the reporting of misconduct by Company employees. Given
Supervisory Board members have been granted stock options, e.g.
nominations have been made, the General Meeting is free to select.
the Group is required to disclose, including a corresponding explanatory
the Company’s small size, there are short lines of communication and
under the newly issued 2023 plan. The Company does not comply
The General Meeting may at any time resolve that the list of candidates
section, is presented below.
34
35
04.1
04.1
GOVERNANCE
GOVERNANCE
Amendments to Articles of Association
is not binding by adopting a resolution passed with an absolute
majority of the votes cast, representing more than one-third of the
issued capital. If at least an absolute majority of the valid votes cast
The Articles of Association may only be amended by a resolution of the
supports the resolution to render the nomination non-binding, but the
General Meeting in response to a proposal submitted by the Board of
required quorum of one-third of the issued capital is not represented,
Directors with the approval of the Supervisory Board. Where the Board
then this resolution may nevertheless be adopted at a second meeting
of Directors has not submitted any such proposal, any resolution to
to be convened. At such meeting, the resolution may then be adopted
amend the Articles of Association may only be adopted with a majority
with at least an absolute majority of the valid votes cast, but without
of at least two-thirds of the votes validly cast in a meeting in which at
any quorum requirement.
least three quarters of the issued share capital is represented.
The members of the Board of Directors are always appointed for a limited
Buyback of treasury stock by the Company
duration. On expiry the Supervisory Board evaluates the performance of
the Board of Directors and is free to make a new nomination.
On 24 June 2025, the General Meeting authorised the Board of
The General Meeting may at any time suspend or dismiss any member
Directors for a period of 18 months to buy back stock shares up to a
of the Board of Directors. The Supervisory Board is entitled to suspend
maximum amount of 50 percent of the share capital outstanding at that
any member of the Board of Directors and is obliged to notify the
time. The purchase price per share must amount to no less than 80
member of the Board of Directors in writing and without delay of
percent and no more than 120 percent of the opening share price on the
this suspension, stating the reasons for such move. Furthermore, the
date of the respective buyback.
Supervisory Board is then obliged to convene a General Meeting to
pass a resolution either on lifting the suspension of the member of the
No shares have been bought back in the ﬁnancial year 2025 (2024: nil
Board of Directors or on the member’s dismissal.
shares).
Payments to employees on termination
Shareholders’ agreement on
of employment in connection with a public
limitations on exercise of voting rights
takeover bid
Each share issued by the Company entitles its bearer to one vote. There
In the event of a change of control, there is the option of extraordinary
are no special statutory rights attached to the shares of the Company
termination for Mr Körner 12 months after the change of control takes
and no restrictions on the voting rights of the Company’s shares exist.
effect. In the event of extraordinary termination of his contract, Mr
There is also no employee participation in capital that does not allow
Körner is entitled to receive payment of compensation amounting to his
employees to directly exercise their controlling rights. As far as is
respective annual target income through to the end of the contractually
known to the Group, there is no agreement involving a shareholder of
agreed term, amounting to a minimum of 150 percent of his current
the Group that could lead to any restriction on the transferability of
annual target income. A change of control in this respect arises when
shares or of voting rights on shares.
a shareholder gains control over the Company as deﬁned by Paragraph
29 WpÜG, i.e. acquisition of at least 30 percent of the voting rights in
the Company.
Appointment and suspension of
Supervisory Board members
Protective measures against a takeover of control
There are no protective measures in place against a takeover of control
The General Meeting appoints Supervisory Board members and is entitled
of the Company. This is not deemed to be necessary in the light of the
at any time to suspend or dismiss any Supervisory Board member. The
Company having Mr Oschmann as (indirect) major shareholder.
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.
36
37
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 1.94
the Board of Directors, after approval from the Supervisory Board, is
and ﬁnally closed at 2.61 EUR as per end of 2025.
authorised to exclude or restrict pre-emption rights with regard to the
issue of shares in the Company.
Capital structure
Shareholder Engagement
As of 31 December 2025, the Company held 1,227,128 own shares
The Company’s shares are traded on the Prime Standard of the
(2024: 1,242,128).
The Board of Directors values the insight gained from shareholder
Frankfurt Stock Exchange under the symbol “APM” and the ISIN code
engagement and places signiﬁcant importance on maintaining close
NL0000238145.
relationships with shareholders, taking account of and responding
Key share ﬁgures
2025
2024
to their views. The Group’s CEO and investor relations team
The authorised share capital of the Company amounts to EUR
communicate on a regular basis with shareholders and analysts and
4,000,000, divided into 80,000,000 shares, with a par value of EUR
Outstanding shares*
24,329,811
23,193,244
endeavour to facilitate open engagement. In 2025, frequent investor
0.05 each. Article 28(1) of the Company’s articles of association (the
meetings were held. The Group has an investor relations website at
Market capitalisation (in EUR)
66.5m
45.92m
“Articles of Association”) provides that the Board of Directors, after
www.adpeppergroup.com where all regulatory news as well as other
approval from the Company’s Supervisory Board, is authorised to issue
Year end (in EUR)
2.61
1.98
information on the ad pepper Group is available. We aim to maintain
ordinary shares in the Company up to the point that the issued share
Year high (in EUR)
3.96
2.44
strong dialogue with our shareholders and regularly collect feedback.
capital of the Company reaches EUR 2,000,000. In 2025 the Company
Please contact ir@adpepper.com.
Year low (in EUR)
1.93
1.66
made party use of the authorisation and increased the share capital by
2,305,195 new shares. Hence, as per end of 2025 the Board of Directors
is still authorised to issue up to 14,501,561 new ordinary shares with a
*Total number of issued shares less own shares.
nominal value of EUR 0.05 each (2024: 16,806,756).
Share price performance in past 12 months (Xetra)
3.96
4.00
4.00
3.75
3.75
3.50
3.50
3.25
3.25
3.00
3.00
2.75
2.75
2.50
2.50
2.25
2.25
2.00
2.00
1.93
1.75
1.75
January
February
March
April
May
June
July
August
September
October
November
December
January
40
41