Team Internet Group (LSE:TIG) — 2025 AGM

0:02 Good morning, ladies and gentlemen, and welcome to the TEAM INTERNET GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees online will be in listen only mode. Questions are encouraged. They can be submitted at any time via the q and a tab that's just situated on the right hand corner of your screen. Please just simply type in your questions and press send. I would now like to hand you over to the Chairman of today's meeting, Ian MacDonald. Ian, good morning, sir. Good morning. Good morning, everybody.

0:28 I'd like to welcome shareholders who are participating electronically as well as those present in person here today to the twenty twenty five AGM of TEAM INTERNET GROUP PLC. I'm Ian MacDonald, the chair of TEAM INTERNET GROUP PLC. It's now just after 9AM, and as we have a quorum, I now declare the meeting open. Before turning to the formal part of the meeting, I would like just like to mention a few housekeeping points. We do not expect there to be any fire alarm test during the meeting. Please make sure that your phones are switched off or switched to silent mode. I would like to remind you that we do not allow photographs to be taken or the meetings to be recorded or transmitted. I'm pleased to inform you that the meeting today is being live streamed so that shareholders and other stakeholders who can't be present can view it in real time on the investor meet company platform.

1:24 I would now like to introduce the board. I'm Ian MacDonald, my executive chairman of the board. I also sit on the Audit and Risk Committee. Michael Riegel, CEO, who attends board committee meetings by invitation William Green, CFO, who attends the audit and risk committee meetings by invitation Marie Holliev, nonexecutive director, who chairs the audit and risk committee and sits on the remuneration nomination committee Max Royd, nonexecutive director who chairs the remuneration and nomination committee. I would also like to introduce Cleopatra Thring, our company secretary. The following directors have been unable to attend the meeting today and have sent their apologies.

2:10 Horst Siffrin, nonexecutive director who sits on the Remuderation and Nomination Committee Claire McClellan, nonexecutive director who sits on the Audit and Risk Committee and Samuel Deani, Nonexecutive Director, who sits on the Remuneration and Nomination Committee.

2:27 Before starting the formal proceedings, I would like to ask Michael Riedel, our Chief Executive Officer, to present his review of the company's performance during the year, followed by an opportunity for shareholders to ask questions before the resolutions are formally put to the meeting. Michael? Thank you, Ian, and welcome this morning to everyone in the room and online. So we'll start with a recap of the year just ended 2024 in a review where we had strong performance in domains and comparisons and are currently going through some headwinds in search. However, we have great responses to these, and we will go through that in the following few slides. But before we go there, for those who are on our register, maybe only recently, so we operate in three divisions.

3:23 Domains identity and software is the first, comparison as the second, and search as the third. In domains identity and software, we are the Internet's distribution backbone to deliver domains, cybersecurity, and brand protection services at scale. We're the trusted partner of the world's most admired online presence platforms, cybersecurity providers, and global brands, and we enable them to grow their digital identity safely, seamlessly, and globally. In this business, in the year just ended, we've done around a $203,000,000 of revenue ending in a tad above $19,000,000 of EBITDA. Then in comparison, we are cutting the noise and bias on the Internet, helping consumers finding the best product for their particular needs, and we've built guides that win the trust of consumers and convert them into actual purchasers.

4:26 What's important here, this is truly the end game of edtech. Nearly all of the revenue is coming from action based revenues, most importantly, commissions from unreturned sales, and it doesn't get any better than that. Then in search, what is our purpose here? Search engines are losing generation zed and following. Social media websites who caught who catch the attention of gen zed, however, struggle with conversion, and we bridge this gap by building lean, high yield experiences that turns crawls into revenue. In this business in the last year, we've done a bit more than $500,000,000 of revenue with more than $50,000,000,000 of EBITDA, and we'll take you now on the journey of how we intend to develop these businesses.

5:24 So in domains domains are still in 2025 the cornerstone of your online presence. This is where your website is hosted. This is from where you send your emails. Sometimes even your domain name has become your brand. Good examples of this are companies like booking.com, and then your email again, which is based on your domain name, is your login key to all kinds of services across the across the world, And we are we are using this to expand across the value chain, offering more services around the protection of your online brand, which will include things like blockchain based identities, trademark docketing services, as well as certificates that prove your identity.

6:20 Why we are why we are really good at this is all these sectors are sectors that are very fragmented with hundreds, if not thousands of different participants in the industry, both on the demand and the supply side. This is exactly where our strength plays, connecting highly fragmented ecosystems using regulated structured data. That's what we're good at, and this is why we have a license to win also in this game of expansion.

6:49 Moving on to comparison. Through our culture of constant improvement, we've made it to the number one spot among the German product comparison websites. Hundreds of millions of visits to our website are testament to the to the high level of trust that consumers put into us, and more than one quarter of all Germans visit our flagship property for gleif.org each and every year. And this is why why we're now venturing out of the boundaries of the German home market of this product, firmly harnessing the power of AI, going abroad very boldly.

7:36 So just in the last couple of months, we we went into Italy and Spain and relaunched our website in France, and very soon also, our listeners here in UK will be able to use our services as well as users in The United States. The other major expansion angle that we're working on is going long tail. Here, we're also being helped by artificial intelligence, in particular generative artificial intelligence, dramatically increasing the efficiency of our of our of our journalists who write the product reviews. So here we are going from hundreds of thousands of reviews to millions of reviews.

8:22 And last but not least, we will also over the next couple of years explore direct to consumer opportunities. Why why that? First of all, because of the strong brand trust that we've developed, but also we are now in a new era where customer support costs are marginalized again by the use of of AI, so we will we will firmly grab and seize this opportunity.

8:50 Then moving on to our search division. In search, as I mentioned before, we are bridging the web 1.0 and the web 2.0, engaging with users on social media platforms and driving them back into the rich offerings on the open web. Here, the challenge is that we are transitioning from a legacy format called AdSense four domains, which has served us and industry very well for almost the last two decades into a new product that is 2025 and forward state of the art called related search on content. The opportunity is terrific because with related search on content, the pool of advertisers that are opting in wanting to have the ad shown on our properties is notably larger than it ever has been on AdSense for domains.

9:49 Also, the supply pool in terms of networks from which you can source users is also expanding, now also including elements like search engines or email marketing. And this is this is this is why we believe that while we are going through a period of adjustment where for a temporary time, for an interim period of time, our margins are being compressed in this business, we still firmly believe in this transition and are all in. And as you can tell on the next from the next slide, the the new workflow is much leaner and cleaner than the old workflow. It is just now a process of our machine learning algorithms to pick up all the right signals and trim and hone this new workflow to the same efficiency level that we had with AdSense four domains.

10:45 So please bear with us for a few quarters to make this happen. But if I allow myself to quickly switch from city language to sandhill road language so first, we've assembled the greatest team in the industry to make this transition happen. The proof of concept is more than a year in the rear mirror. The minimum viable product has been out for for quite a few quarters. The product market fit has been proven, and now we are scaling this product by adding a high single digit million amount of of annualized revenue run rate each and every week, so all all lights are on green. And over the next couple of quarters, we will we will update you on the progress that we make.

11:35 With that, coming to the coming to the outlook. Given given the interim margin contraction that we must expect from this transition, Analysts have reset the expectations for EBITDA for 2025 into a bandwidth between 60 $62,000,000. However, we and the analysts expect that we will return to double digit growth in 2026 and onwards. The domain business, which has been the stem cell of the group from which everything has been built, is going from strength to strength in this in the best condition it has ever been in the company history, and comparison is set for notable growth in the long run through the international expansion, going long tail, and capturing more of the value that we create through going direct to consumer.

12:26 And for search, we we just spoke about the the extremely promising scale up history of rate search on content. Having said all that, thank you for your continued trust and and support. We will update the market and remain disciplined in our capital allocation process, which is also part of the resolutions that are on vote for today. With that, I'm handing back over to Ian to run you through the resolutions for today. Thank you. Okay. Thanks, Michael. And we're we're doing questions first. So so with your permission, I'd like to proceed by dealing with all questions from shareholders on any matters relevant to the business of the meeting at the outset before we move on to fighting on the resolutions themselves.

13:19 This is because we've got several several resolutions, and we'll be able to deal with the voting more expeditiously in this manner while still giving shareholders time to ask questions that they may wish to ask. To ensure orderly discussion, I may take several questions together on the same topic to avoid repetition of answers. I'd like to remind you that Marie Holliev and Max Royd, chairs of the audit risk and remuneration and nomination committees, are available to answer questions. Before asking you a question, please give your name, state whether you are a shareholder, a proxy, or a corporate representative. If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing. And first, I'll deal with any questions submitted in advance and then invite questions from the floor, the virtual floor, and those submitted via the online platform.

14:16 Any questions in advance? Nope. No. Terrific. Any further questions coming through the platform?

14:31 It seem it seems not. Jake, are we right in that assumption? No further questions at this time online. Terrific. Okay. Thank you for I was about to say thank you for your questions. Thank you for your lack of questions. I would now like to start the formal proceedings at this annual general meeting. The notice of annual general meeting together with explanatory notes was posted to the shareholders on 04/01/2025. Accordingly, the requisite notice of the meeting has been given. I propose, therefore, that with your consent, the notice of the meeting should be taken as read. Is that agreed? Yes. Thank you. So voting procedures. To accurately reflect the views of shareholders of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting.

15:21 This is seen as best practice as it gives all shareholders the opportunity to participate in the decision making of the company and have their votes recorded in proportion to the number of shares they hold. I'm appointing Maria Abraham from MUFG Corporate Markets, the company's registrar, to act as scrutineers. Summary of each resolution will be shown on the screen before I put each resolution to the vote. As it will take some time to complete the poll procedure, the results of the meeting, including the proxy votes on each of the resolutions, will be announced through our regulatory information service and published on our website as soon as reasonably practical. When you register before the meeting today, each shareholder, proxy, and corporate representative will have been issued with a poll card. If there is anyone who thinks they should have a poll card but does not, please raise your hands, and our registrars will attend to you.

16:18 I should mention that for those shareholders who who have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their votes. You have three options for each resolution. You can vote for the proposed resolution, against the proposed resolution, or you may abstain from voting on the resolution. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution. Will you please complete your poll card by ticking the appropriate box next to the relevant resolution depending on how you wish to cash to your vote? Once all votes have been taken on the resolutions, would you sign the poll card, hand it to our registrars.

17:07 Should you require any further assistance, our registrars or the company secretary will be happy to assist you. So we'll now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of meeting, a copy of which you will have received. Resolutions one to 10 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions 11 to 14 are proposed as special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution. Okay. The first resolution is to receive and adopt the annual report and accounts for the year ended 2024.

17:57 I now propose that the annual report and accounts for the year ended 2024 be received and adopted. As I explained to vote, would you please tick the appropriate box on your poll card to vote for the resolution or against the resolution, or you may withhold your vote. Thank you. Will you please vote now?

18:18 I declare the poll closed. Resolution to approve the annual report on directors' remuneration. We now come to the next resolution, which is to seek approval of the directors' remuneration report. The report can be found on pages 72 to 77 of the annual report accounts. I now propose that the director's remuneration report as set out in the annual report accounts for the financial year ended 2024 be approved. Will you please vote now?

18:52 I declare the poll closed. Resolutions three to seven concern the reelection of myself, Michael Riedel, Horsefarin, Matroyd, and Sam Dayani, each of whom retires in accordance with the articles of association, and being eligible, offer themselves for reelection at this annual general meeting. The board is recommending that each director be reelected as a director. I now propose that Ian MacDonald, myself be reelected as a director. Will you please vote now? I declare the poll closed. I now propose that Michael Wiebel be reelected as a director. Will you please vote now? I declare the poll closed.

19:42 I now propose that Horst Sifrin be reelected as director. Will you please vote now? I declare the poll closed. I now propose that Max Royse be reelected as director. Will you please vote now? I declare the poll closed, and I now propose that Sam Dayani be reelected as a director. Will you please vote now? I declare the poll closed. Resolution to reappoint auditors. I'll now put resolution eight to the meeting.

20:29 The board is recommending that PricewaterhouseCoopers be reappointed as auditors. I propose, therefore, that PricewaterhouseCoopers be appointed as the company's auditor. Will you please vote now? I declare the poll closed. Resolution to fix the auditor's remuneration. I'll now put resolution nine to the meeting. I propose that the directors be authorized to fix the auditor's remuneration. Will you please vote now? I declare the panel closed. We now come on to resolution 10, which relates to the authority to issue shares. Before the directors are able to issue shares, they must first be authorized by shareholders to do so.

21:17 In keeping with market practice and the guidelines established by organizations representing institutional shareholders, the maximum number of shares that may be allotted under this authority is limited to one third of the present issued share capital, which equates to 82,458,000 Boardman shares. The authority will expire at next year's annual general meeting or fifteen months after passing this resolution, whichever is the earlier. A more detailed explanation of this resolution is set out in the notice of the meeting. I propose that the directors be authorized to allot shares in accordance with the terms set out in the resolution. Will you please vote now? I declare the poll closed.

22:08 Resolution 11 will give the directors authority to allot shares for cash, including the reissue of shares held in treasury without first offering them to existing shareholders in proportion to their existing holding of shares in keeping with market practice and institutional guidelines. The number of shares to which this proposed authority relates is limited to 10% of the current issued share capital. The authority will expire at next year's annual general meeting or fifteen months after passing this resolution, whichever is the earlier. A more detailed explanation of this resolution is set out as in the notice of the meeting. I now propose that the directors be authorized to disupply the statutory preemption provisions in accordance with the resolution.

22:56 As this is a special resolution, a 75% majority will be required. Will you please vote now? I declare the poll closed. We now go on to resolution 12. The purpose of resolution 12 is to authorize the company to purchase some of its own ordinary shares on such terms and in such manner as the directors may, from time to time, determine. The authority sought limits the maximum number of shares purchased to 24,737,000. The minimum and maximum prices that may be paid for the shares are as set out in the resolution.

23:42 I would like to emphasize that directors would only purchase shares in the market if they are satisfied that any such purchase is in the best interest of shareholders and could be reasonably expected to result in an increase in earnings per share. The authority will expire at next year's Annual General Meeting or on the 07/01/2026, whichever is the earlier. A more detailed explanation of this resolution is set out in the notice of the meeting. I now propose that the company be authorized to purchase its own shares. As this is a special resolution, a 75% majority will be required. Will you please vote now? I declare the poll closed.

24:32 We now come to Resolution 13. The purpose of Resolution 13 is to authorize the company to capitalize certain reserves as at 12/31/2024. Specifically, the company seeks to capitalize, one, up to USD 188,034,880 from the retained earnings reserve, up to USD 8,678,214 from the share based payments reserve and up to US$5,297,217 from the merger relief reserve.

25:19 These amounts will be applied to pay up in full at par up to checking this number is right because it looks very long. Yeah. 202. 2 hun 202,000,000? Yep. That's right. Yep. Good. Sorry. I've got a little comma in the wrong place. 202,001,202 million 10,000. 10,100 new ordinary preferred shares. And I think we might need to clarify that number. Certainly wrong in my script. These shares will be allotted to existing ordinary shareholders on a pro rata basis as close as possible to their shareholdings at the relevant record time.

26:09 Adjustments for fractional entitlements will be made at the director's discretion. I would like to emphasize that this authority will expire on the 01/01/2026 and will be in addition to any previous authorities. A more detailed explanation of this resolution is set out in the notice of the meeting. I now propose that the company be authorized to capitalize the specified reserves and allot new deferred shares accordingly. As this is a special resolution, a 75% majority will be required. Will you vote now? I declare the poll closed. We now come to the final Resolutions 14.

26:54 The purpose of Resolution 14 is to authorize the company, subject to the passing of Resolution 13, to reduce the share capital of the company. This will be achieved by canceling and extinguishing all of the new deferred shares following their allotment and issued and once the register of members of the company has been updated accordingly. A more detailed explanation of this resolution is set out in the notice of the meeting. I now propose that the company be authorized to reduce its share capital by canceling and extinguishing all of the new deferred shares subject to the conditions mentioned. As this is a special resolution, 75% majority will be required. Will you please vote now?

27:45 I declare the poll closed. So unless there are any further matters, that concludes the business of this meeting. I thank you all for your interest and attendance and declare the meeting closed. The results of the meeting will be announced to the markets through our regulatory information service and posted on our website as soon as practicable. Thank you. Perfect, Ian. That's great. And thank you to the board for updating attendees online this morning. Could I please ask attendees online not to close this session as you'll now be automatically redirected for the opportunity to provide your feedback in order that the board can really better understand your views and expectations? This will only take a few moments to complete, but I'm sure it'd be greatly valued by the company.

28:31 On behalf of the board of TEAM INTERNET GROUP PLC, we would like to thank you for attending today's annual general meeting. That now concludes today's session. So good morning to you all.