Azerion Group N.v · EURONEXT:AZRN
Azerion — Debt Investor Presentation (September 2025)
56 slides from Azerion's debt investor presentation, September 2025
Slide 1: Credit investor presentation September 2025
Credit investor presentation September 2025
Slide 2: Disclaimer (I/II)
Disclaimer (I/II) Background General restrictions on distribution This investor presentation (this "Presentation") has been produced by Azerion Group N.V. (the "Issuer", and together with its direct and Neither this Presentation nor any copy of it or the information contained herein is being issued,
Slide 3: Disclaimer (II/II)
Disclaimer (II/II) Neither this Presentation nor any other marketing or offering material relating to the Bonds constitutes a prospectus within the meaning of Presentation. the FinSA, and has not been, and will not be, filed with, or reviewed or approved by, a Swiss review authority, and does not co
Slide 4: Issuer characteristics and description of verification & confirmation process
Issuer characteristics and description of verification & confirmation process Issuer characteristics Confirmatory/verification work conducted Business overview • The Issuer has signed a “Declaration of Completeness”, a “Statement of Responsibility” and participated in a “Bring down due diligence cal
Slide 5: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 5
Slide 6: Transaction overview
Transaction overview Summary of the contemplated transaction Simplified transaction structure • Azerion Group N.V. (the “Issuer” and together with its subsidiaries, “Azerion” or the “Group”) intends to issue new senior secured floating rate bonds in an expected initial amount of EUR 225m under a fra
Slide 7: Indicative sources & uses and pro forma debt capitalisation
Indicative sources & uses and pro forma debt capitalisation SOURCES & USES Sources EURm Uses EURm New Bonds 225 Refinance Existing Bonds(2) 262 Cash on balance 64 Call premium (2.025%) 5 Upfront cash from divestments(1) 62 Closing cash and GCP(3) 84 Total sources 351 Total uses 351 PRO FORMA DEBT CA
Slide 8: Summary of key terms
Summary of key terms Issuer Azerion Group N.V. Issue Amount Exp. EUR 225,000,000 Framework Amount EUR 350,000,000 Min. Investment/Nominal EUR 100,000/EUR 1,000 amount Tenor 4 years Coupon 3m EURIBOR + [●] bps p.a., payable quarterly in arrears (EURIBOR floor at 0%) Use of Proceeds Refinance the Exis
Slide 9: Key credit highlights
Key credit highlights • Azerion is one of Europe’s largest digital advertising platforms Unique business model at • Delivers scalable, targeted audiences to advertisers through proprietary technology in a safe, engaging and premium environment, leveraging a strategic the heart of the digital adverti
Slide 10: Introduction to today's presenters
Introduction to today’s presenters Atilla Aytekin Andrew Buckman Sebastiaan Moesman Co-Founder Chief Growth Officer Chief Strategy Officer • Atilla co-founded Azerion in 2013 and • Joined Azerion in 2017 • More than 30 years of experience has previously served as co-CEO within the marketing sector a
Slide 11: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 11
Slide 12: European leader in digital advertising delivering global reach and engaged audiences
European leader in digital advertising delivering global reach and engaged audiences Azerion at a glance Selected key figures • The Group is a full stack provider of proprietary online digital advertising services, connecting advertisers with consumers through owned & operated and third-party conten
Slide 13: Long-term strategic transition into a pure digital advertising platform
Long-term strategic transition into a pure digital advertising platform 2013 2016 2018 2020 2022 2024 COMPANY FOUNDED DISTRIBUTION ADTECH EXPANSION INTEGRATION / EXPANSION CONTINUED GROWTH GO-TO ADTECH PARTNER • Azerion is founded in 2013 • Expansion to AAA Game • Entry into adtech via • Continued i
Slide 14: Key milestones in the last twelve months
Key milestones in the last twelve months Q3 2024 Q4 2024 Q1 2025 Q2 2025 Partnership with Captify for improved Acquisition of Goldbach Austria, adding Signed 80 new publishers and connected WHOW Games divested to DoubleDown targeting and acquired of sales staff in up to EUR 1-2.5m in EBITDA, subject
Slide 15: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 15
Slide 16: The global digital ad market is a EUR +660bn industry driven by structural megatrends
The global digital ad market is a EUR +660bn industry driven by structural megatrends Structural growth trends Global digital ad spend EURbn Growing number of internet users and shift to open web +8% Worldwide expansion of internet access is driving more user time on CAGR open web environments over
Slide 17: Azerion's serviceable addressable market and expected growth rate
Azerion’s serviceable addressable market is valued at EUR 20bn with an expected growth rate of 4% p.a. in core markets Azerion’s addressable market Advertising Serviceable Addressable Market by geography Commentary EURbn EURbn • The global digital ad spend is projected to grow at 8% CAGR (‘24- ’28),
Slide 18: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 18
Slide 19: How Azerion adds value for advertisers and publishers
How Azerion adds value — Simple, safe, cost-effective audience reach for advertisers, maximised revenue and user engagement for publishers Commentary Supporting advertisers to reach specific audiences in a simple, cost-effective Supporting publishers to maximise • Azerion connects digital advertiser
Slide 20: Delivering real outcomes through five key value drivers
Delivering real outcomes and right audiences for clients through five key value drivers CONTENT REACH AD FORMATS TECHNOLOGY PEOPLE a safe, curated, engaging bring locally targeted and Display, video, high-impact, Efficient, competitively local expert teams that and high-quality content relevant audi
Slide 21: A broad publisher network to reach people in a high-quality environment
CONTENT REACH A broad publisher network to reach people in a high-quality environment +300k publishers globally, with focus in the EU and US Distribution over publisher vertical Commentary • Azerion empowers advertisers with access to an extensive, high- Global Tech & Computing quality publisher net
Slide 22: Azerion reaches the audience through various channels
AD Azerion reaches the audience through various channels FORMATS MOBILE & WEB DIGITAL OUT-OF-HOME AUDIO IN-GAME CONNECTED TV GLOBAL MARKET TRENDS 8.9% CAGR 13.2% CAGR 6.4% CAGR 9.1% CAGR 10.1% CAGR 2023 - 2028(1) 2024 – 2032(2) 2024 – 2028(3) 2024 – 2029(4) 2023 – 2028(5) AZERION ASSETS • ~450m mont
Slide 23: One fully integrated tech platform ensuring flawless execution
One fully integrated tech platform ensuring flawless execution TECH Azerion is a fully integrated omnichannel solution enhancing a full value chain with tangible benefits for end users Integrated advertising formats • An integrated omnichannel solution offering digital audio, CTV, DOOH, mobile, web
Slide 24: Azerion's local direct sales model is a key differentiator
Azerion’s local direct sales model is a key differentiator PEOPLE Relationship between Azerion, advertisers and agencies Advertiser revenue split(1) and geographic sales coverage • Advertisers and agencies interact with Azerion’s platform either through programmatic auction sales or through direct s
Slide 25: Delivering contextually relevant and engaging ad campaigns to targeted audiences
Delivering contextually relevant and engaging ad campaigns to targeted audiences Supporting brands in creating dynamic and relevant ads Selected campaign KPIs FREENOW hyper local campaign 1,000 74% +15 pts +20 pts +28 pts DOOH(1) screens VTR(2) generation awareness intention uplift • Geographic camp
Slide 26: Large and diversified advertiser base, providing down-turn resilience
Large and diversified advertiser base, providing down-turn resilience Overview over selected customers by sectors and geography Top 10 advertisers stand for 14% of revenue(1) Automotive & Media & Consumer % of Largest Customer FMCG Luxury goods Other Acc. % of Revenue Mobility Entertainment durables
Slide 27: Long-standing agency relationships turning into repeat business
Long-standing agency relationships turning into repeat business Aggregated revenue from the big 6 and independent Advertiser revenue split by customer type and country Commentary agencies, EURm % of revenue FY’24 • Advertisers generally outsource media planning and buying to Big 6 agencies Independe
Slide 28: Stable performance supported by limited advertiser dependency
Stable performance supported by limited advertiser dependency and strong publisher–spender relationships Advertiser revenue by customer type(1) Cumulative advertiser revenue concentration(1),(2) Cumulative publisher revenue concentration(1),(2) 7%: Direct customers 10%: Top 5 25%: Top 5 14%: Top 10
Slide 29: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 29
Slide 30: Azerion is building foundation for EBITDA growth
Azerion is building foundation for EBITDA growth Azerion - EBITDA evolution and key value drivers Illustrative (2024-2029) 1 Organic growth • The market is expanding at a rate of over 5%, presenting strong opportunities for organic development and allows a deepening of its customer and geographical
Slide 31: Proven investment model to drive scalable growth and platform expansion
Proven investment model to drive scalable growth and platform expansion M&A strategy and focus area Well-defined acquisition criteria to ensure selective M&A • M&A is a key tool in executing on the Group’s growth strategy, enabling further strengthening of the end- Strategic fit to-end suite of adve
Slide 32: Track-record of successfully integrating and scaling acquisitions
Track-record of successfully integrating and scaling acquisitions to drive profitability Revenue and EBITDA post-acquisition performance (EURm) Commentary • The digital advertising market is highly crowded and fragmented, Revenue EBITDA where only players that achieve significant scale can establish
Slide 33: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 33
Slide 34: Operational platform offering
Operational platform offering Illustration of Azerion’s financial reporting Commentary • The chart provides an overview of Azerion's business structure, classifying the demand-side (i.e. the source of revenue) of its platform into two categories: advertisers and consumers Advertisers • Advertisers a
Slide 35: Strong track record of topline growth and sustainable margin expansion
Strong track record of topline growth and sustainable margin expansion Revenue development(1) Commentary EURm • Substantial revenue and adj. EBITDA growth since 2020 on the back Revenues (reported) Revenues (continuing operations) +12% of successful organic initiatives and M&A • As a consolidator in
Slide 36: Highly flexible cost base coupled with operational leverage
Highly flexible cost base coupled with operational leverage Continuing operations cost base development(1) Commentary EURm • The cost base is primarily impacted by costs of services and materials, accounting for ~70% of total costs as of LTM Q2’25 and Costs of services and materials Personnel expens
Slide 37: Asset-light business with strong underlying cash conversion
Asset-light business with strong underlying cash conversion Cash flow development Commentary EURm General Cash conversion trend exp. to • Robust historical cash flow generation with an average adj. cash reverse in Q3’25 as supplier conversion of 125% since 2020, owing to an asset light business inve
Slide 38: Historical net working capital development
Historical net working capital development Continuing operations quarterly net working capital development(1) Commentary EURm Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 • The Group's net working capital primarily comprise of trade and other receivables (on the asset side) and trade payables and Trade and o
Slide 39: Post-bond net debt and net leverage
Post-bond net debt and net leverage Illustrative post new bond net interest-bearing debt bridge overview Key credit metrics and commentary EURm Credit metrics LTM Q2'25 2025E Net debt / PF adj. EBTIDA Incl. estimated operational liquidity of EUR ~30m, PF adj. EBITDA (EURm) 62 70 organic supply chain
Slide 40: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 40
Slide 41: Risk factors
Risk factors These risk factors have been prepared in connection with Azerion Group N.V. (registered with the trade register of the Dutch Chamber High level risk of Commerce under no. 81697244) (the "Issuer", and together with its direct and indirect subsidiaries "Azerion", the "Group" and each A.2
Slide 42: Risk factors (cont.)
Risk factors (cont.) Azerion has an in-house M&A team focusing on business, financial and legal aspects in connection with acquisitions or divestments, strategy, that impact the Group’s estimates of expected cashflows generated from the Group’s assets. Azerion does not amortize and for larger and mo
Slide 43: Risk factors (cont.)
Risk factors (cont.) A decrease in Azerion's margins may also result from a consolidation of publishers, advertisers or intermediaries along the value- business, financial condition and results of operations. In addition, further competition is experienced by Azerion from advertising chain, which ma
Slide 44: Risk factors (cont.)
Risk factors (cont.) A.13 Risk related to Azerion's dependency on existing and new online games Low level risk The online gaming industry is a highly competitive, fluid environment where user preferences for online games are difficult to predict. A.15 Risk related to Azerion's dependency on users ma
Slide 45: Risk factors (cont.)
Risk factors (cont.) If Azerion violates or if a platform provider believes that Azerion has violated its terms and conditions, for example related to the type otherwise harm its business performance. It is difficult to predict how existing or new laws may be applied to these or similar game of offe
Slide 46: Risk factors (cont.)
Risk factors (cont.) Enforcement by regulators of the strict approach in recent guidance could lead to substantial costs, require significant systems offered by Azerion's advertisers. If the network service of a network operator should fail for any reason, Azerion would not be able to changes, limit
Slide 47: Risk factors (cont.)
Risk factors (cont.) RISKS RELATING TO THE BONDS Medium level risk D. Risks related to the nature of the Bonds D.4 Risk related to refinancing of Azerion's debts, including the Bonds D.1 Risk related to Azerion's dependence on its subsidiaries to make payments on the Bonds There is a risk that the I
Slide 48: Risk factors (cont.)
Risk factors (cont.) Until a Successor Rate and Adjustment Spread has been decided, the applicable Interest Rate will continue to be EURIBOR (if still and Material Intra Group Loans (defined in the Terms and Conditions as any intra group loan provided by the Issuer to any of its available) despite a
Slide 49: Risk factors (cont.)
Risk factors (cont.) F. Risks related to the bondholders' rights and representation regulated market within 12 months after the relevant issue date and on the Open Market of the Frankfurt Stock Exchange as soon as possible, as well as to have any subsequent bonds admitted to trading on a regulated m
Slide 50: Table of contents
Table of contents 01｜ Transaction overview 02｜ Introduction to Azerion 03｜ Digital advertising market 04｜ Business overview 05｜ Strategy 06｜ Financials 07｜ Risk factors 08｜ Appendix 50
Slide 51: Reported income statement
Reported income statement [XYZ] EURm 2020 2021 2022 2023 2024 LTM Q2'25 Revenue 195.1 308.1 452.6 515.0 551.2 568.2 Costs of services and materials (125.1) (187.2) (286.3) (332.3) (377.4) (385.8) Gross margin 69.9 120.9 166.3 182.7 173.8 182.4 Personnel expenses (32.7) (55.1) (107.2) (98.5) (86.2) (
Slide 52: Reported cash flow statement
Reported cash flow statement [XYZ] EURm 2020 2021 2022 2023 2024 LTM Q2'25 EURm 2020 2021 2022 2023 2024 LTM Q2'25 Operating profit / (loss) 3.8 8.4 (139.0) 72.8 (24.3) (19.5) Proceeds from external borrowings 70.4 227.5 0.5 163.1 94.2 96.7 Depreciation and amortisation & impairments 18.0 24.8 38.5
Slide 53: Reported balance sheet
Reported balance sheet [XYZ] EURm 2020 2021 2022 2023 2024 Q2'25 EURm 2020 2021 2022 2023 2024 Q2'25 Property, plant and equipment 7.0 18.5 20.5 17.0 24.3 15.2 Borrowings 72.1 199.0 201.5 161.9 256.0 255.9 Goodwill 53.1 123.0 184.2 187.1 192.6 186.4 Lease liabilities 4.7 14.3 14.3 10.1 12.7 5.2 Inta
Slide 54: Supervisory board
Supervisory board Wim de Pundert Zafer Karataş Benjamin van de Vrie Katrin Brökelmann Non-Independent Member and Chair of the Independent member of the Supervisory Independent member of the Supervisory Independent member and member of the Supervisory Board Board and Chair of the SAR Committee Board
Slide 55: Simplified legal structure
Simplified legal structure Azerion Group N.V. Netherlands 100% Azerion Tech Holding B.V. Netherlands 100% 100% 100% 100% 100% 100% 100% 54.95% 100% Azerion Productions Voidu B.V. Sulake Oy(1) Other game distribution Hybrid Theory Global Ltd. Hawk SAS Azerion Sweden SB AB Adux SA Other platform-relat
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Azerion Group — Debt Investor Presentation (September 2025) on 6ix