Team Internet Group (LSE:TIG) — AGM 2026

0:00 Good afternoon, and welcome to the TEAM INTERNET GROUP PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. I'd now like to hand you over to Ian MacDonald, Chairman. Good afternoon, sir. Thank you. So welcome to everybody. I'd like to welcome shareholders who are participating electronically as well as those present in person here today to our twenty twenty six AGM of TEAM INTERNET GROUP PLC. And I'm Ian MacDonald, and I'm the chairman of TEAM INTERNET. As it's now just after 03:00 and we have a quorum, I will declare the meeting open. A few practicalities. Just to mention a few housekeeping points, we're not expecting any fire alarms during the meeting. Make sure your phones are off or switch to silent mode. We don't allow photographs to be taken or the meeting to be recorded or transmitted.

0:50 And 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 us in real time or on the investor meet company platform. So I'll introduce the board. As I said earlier, I'm in McDonald's. I'm the chairman of the board, and I sit on the orders of risk committee. We have with us Michael Reedle, who's our CEO and attends board committee meetings by invitation. William Green, who's our CFO and attends the audit and risk committee meetings also by invitation. Dialed in, we have Marie Holliev, who's a nonexecutive director, chairs our orders risk committee and sits on the remuneration and nomination committee. Max Royd is a nonexecutive director and chairs the remuneration and nomination committee.

1:41 And, Horst Siffrin, who's a nonexecutive director and sits on the remuneration and nomination committee. I have apologies from Sam Dayani, who's nonexecutive director, who sits on the remuneration and nomination committee, and also Claire McClennon, who's a nonexecutive director and sits on orders and risk as well. I should make a note here actually at this point that we announced in our RNS today that Claire would be stepping down from the board for personal reasons. So I just actually like to formally minute the board's thanks for all the the great work that Claire's done for us in the past few years and to wish her all the very best for the future. So before starting the formal proceedings, I'd like to ask Michael Reedel, our CEO, 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 meeting. So over to you, Michael.

2:39 Thank you, Ian, and let's jump straight in. So 2025, as you would all remember, was a year of major change. But at the end of this change, the vast majority of the group earnings now come from businesses that are unaffected by the transition in search, which has materially improved the quality of earnings. So our domain identity and software division that is deriving recurring revenues from digital identity infrastructure serving consumers and enterprises likewise, has generated about $195,000,000 of revenue, increased its net revenue, so that's a proxy for gross profit to almost $76,000,000 and has ended the year with a record profit of more than $21,000,000 of EBITDA contribution.

3:35 Our comparison business where we are operating AI powered consumer decision platforms helping users to discover and compare products and services has grown to about $65,000,000 of commission income, generating about $21,000,000 of net revenue from it and ending the year with $12,000,000 of EBITDA, partially impacted by our investments into growing the the business outside of its German speaking home market. And these two business together, as you can see from the from the green font and white font boxes in the in the corners of these images, together produce about 79% of the group's EBITDA and about 70% of the group's net revenue.

4:33 So then moving on to search. In search, we are we acquire and analyze consumer intent across search, social media, and direct navigation platforms and monetize it with our Google partnership under the related search on content program. In this business, as you as you know, we had a few we had to transition the change from the former program AdSense for domains to the new program, related search on content. However, we still ended the year with $222,000,000 of revenue, about $40,000,000 of net revenue, and $9,000,000 of EBITDA. If we if we add this all together

5:22 alright. I'm writing this slide myself. The so if we add this all together, the the group delivered $482,000,000 of gross revenue in the last year. Given that the net the gross margin has improved, we still derived $136,000,000 of net revenue from it and delivered around at $43,000,000 of EBITDA. Despite the the challenges, we still generated more than $9 cents of adjusted EPS and and lowered the net debt by by 9% and had an operating cash flow of a total of $66,000,000.

6:14 Speaking speaking of speaking of this, so in the last in the last year, we generated we achieved a record cash conversion ratio of 155% of the adjusted EBITDA, which has which has helped us that despite the, the transition we had to go through in the course of the year. We're now arriving, with dividend finally arrived at a lower, at a lower net debt basis than in the year prior. 25 is now materially behind us. So with the with the conclusion of the AGM today, we can then call 25 closed. So let's look forward to what the future holds.

7:02 The very positive momentum in DIS and comparison continues. We've we've already generated more than more than $40,000,000 of net revenue just in the first half of the year and almost $14,000,000 of EBITDA in TIS just within the first six months of the year.

7:24 However, the while the numbers are still slightly slightly lower, the the the growth of comparison is even more fascinating. $33,000,000 of gross revenue, net revenue increasing to $12,400,000 just in the first six months of the year and and also delivering $8,400,000 of adjusted EBITDA, which is an increase of more than 50% compared to the first first half of the last year. And in search, where the transition from Adsense for remains to is now final, so the last the last day of the Adsense for remains program was the tenth of February this year. Now, materially, all revenues are derived from post transition revenue streams and which already delivered $48,000,000 in in gross revenue, around $8,000,000 in in net revenue.

8:27 And

8:31 given that given that we are still going through or have been going through adjusting the the cost structure to bring it in line with the with the new revenue prospects, we still recorded a small loss. However, the important thing is that by June, the search division has already been turned around and is now generating profit going forward. So with the momentum in DAS and comparison continuing and search now finally having found an inflection point to return to positive and profitable growth, We are very excited about the second half of this year.

9:12 So here's then the the sum of the the sum of the three segments, so almost $180,000,000 of gross revenue,

9:20 $61,000,000 of of of net revenue, the adjusted EBITDA, already higher than in the second half of last year. Don't forget that in our in our pattern, the the second half of the year is normally the more profitable one, so we would expect that h two will be materially more profitable than the first half of the year, which clearly guides us towards reaching the the EBITDA consensus for the year. And on on the on the balance on the balance sheet, it's verifying noting that that we've used the the leverage on on interest bearing debt in the last year to also clean up the the current liability positions of the company, in particular, taxes that have that have accrued on the record profits that we generated in the years 2022 to '24.

10:14 For the for the second half of the year, we expect a cash conversion very much in line with our typical rate somewhere around 100%. And as we guided in the r and s this morning, we expect that we are on a good track to meet the the net debt targets in the analyst consensus.

10:39 So looking you've given, given the impact on on the short term net debt figure. So the most important items were, as I as I as I mentioned, the the scheduled settlement of corporate tax for which we had already in in other years set money aside and earmarked it to settle these payments. And and a registry customer who has who has hardly generated any profits for us and and did not renew the contract this year. Also, let's to the fact that we now carry much less current liabilities on our balance sheet, giving us a better current ratio in, you know, in your financial analysis.

11:25 So what's so what's what's next? DS remains a resilient long duration core business. Comparison continues to broaden and grow strongly. You've just seen the 50% or 5054% EBITDA growth in the first half of the year, and search has returned to profit showing the showing the the high quality of the new business that we've built. And with the group earnings typically weighed towards second half of the year, the board is confident of a stronger second half performance and return to year on year growth also in the second half of two thousand twenty six.

12:10 The strategic review is is progressing. We are continuing conversations with selected parties. And and given the strong performance of DAS, we we approach this this process from a position of strength and will engage at the at the at the right time and and expect that we will have news for the market at or before our interim reporting date, which we've now scheduled for the September 7 this year.

12:45 That for the trading updates before we come to the the resolutions, we've received a few questions. Shall I shall I act as quarterback on the questions, Michael? Because I think some of them I should take, and then other ones I can kind of fire off to you and or Billy. How's that? Yes. Okay. So I'll take the questions here that we've that we've had in online, and I I believe then there's an opportunity for anyone who might be present in the room or people who haven't put a question into the chat yet to to do that. So I'm gonna start off with a question from Luke b. Thanks very much for your question, Luke. And the question is any time frame on an update with regards to the antitrust claim? I think I'll probably answer that because I think the short answer is no.

13:33 To set some expectations, this is gonna be a a slow burn. It will take a long time. We we believe that we have a very, very strong case, needless to say. And the the recent case of the business price runner that had a judgment in its favor all goes well for our claim, albeit not a direct read through because it was it it it was given as a judgment in Stockholm, I believe. So, yeah, look, think in terms of years rather than months. No doubt there will be appeals following any judgments. These things do tend to take a lot of time, but, you know, it's a very, very material item potentially for the business, and therefore, the board's taken the decision that it's the right thing to pursue it.

14:22 So hopefully, that answers your question, Luke. Second question is from Michael H. Thanks for your question, Michael. In fact, you've got a couple. So let me let's take the first one. I I think that we've answered this one already, but the question is, would you kindly explain the moving parts behind the significant increase in net debt and the expected unwind in h two? But, Billy, why don't you just kinda tidy up this particular question? I I think we've covered it to a certain extent, but just to give Michael a bit of comfort on that, do you wanna just explain what why that number came out a little bit higher than we might have expected? Yes. Certainly. So in respect of the increase in the first half of the year, two factors driving it, both of which are both of which relate to settlement of of outstanding working capital positions. We've we've flagged for quite some time now that we had outstanding tax that hadn't been assessed in respect of previous year's record profits from 2022 to 2024.

15:23 We knew that that tax, had been accrued in the correct years, would be paid at some point. The tax now having been assessed. We then have paid that tax out, and it's reduced current liabilities accordingly. And the other factor was the nonrenewal of one particular registry customer, which, as Michael indicated, wasn't wasn't particularly impactful on on profitability, but it has led to a working capital deterioration. So they are both nonrecurring increases in net debt. Every month that goes by in in the normal course of business, we generate cash, particularly from the DIS and comparison segments. And now that the search segment is is has returned to profitability in June, that will also be cash generative.

16:10 So as as we naturally generate cash each month over the second half of the year, we're still confident that by the end of the year, net debt will be back down to a level in line with the the the consensus. Right. And at the same time, with a much lower level of current liabilities. Yes. Yeah. Okay. So, hopefully, that answers that particular question, Michael. So second question from Michael h is, would you please elaborate further and provide some color on the trajectory of the search division and the international expansion of comparison in h two f y twenty six into f y twenty seven. I think I'll have throw that one your way, Michael. Yes. Thank you. So in the second half of two thousand twenty of two thousand twenty five, we still have material revenues from AdSense for domains even though it was a quickly declining revenue stream.

17:10 Today, as we speak, there is not a single dollar from this revenue stream anymore. So all the revenues that you see are coming from next generation revenue products that we've that we've that we've built. They've been scaling strongly in terms of gross revenue, gross margins on these products are also improving. The cost base has been brought in line with the with the new revenue realities, and that's that's why we are now positive to deliver a profitable second half for the search division as well just like we did for the other two divisions. And in terms of international expansion, given given where the given where the group currently given where the group currently is in in terms of total performance.

17:58 We have been we've been focusing the international expansion on the markets where we've seen the highest return on investment, in particular, in France. And as you will see in the interim report that we just announced to be on the September 7, you will see you will still see despite more focus on the internationalization efforts that the total percentage of international revenues has been growing further against the the against the already higher revenues for the for the business as a whole. And in particular in particular, France is developing very favorably, showing several 100% year on year growth compared to last year. We will we will cast a bit more detail on this in on the in the roadshow following the September 7.

18:51 Okay. I think that should cover it. If there's any further elaboration you require, then feel free to put it in the chat. So we now have a question from Michael r. I think this is definitely one for me. The question is there have been several strategic errors over the past few years, leverage, shines, and foresights of the AFD changes that have been value disruptive. Why should we as shareholders trust this management team are the right people to lead the business into the future? Yeah. Look, a a degree of understandable frustration in that question. And and believe me, the the board feel it as much as all shareholders. I'm a very material shareholders. I think in terms of leverage, look, I guess, though, you know, we we got a strong desire from our shareholders to see cash coming back.

19:45 At the time, the business was highly profitable and cash generative and could afford to give that money back. Guess with 2020 hindsight, you know, I understand the point, then then possibly we wouldn't have let leverage go so high. But, actually, you know, I think given the profitability of the business and its fundamental cash generation, you know, we we don't I don't foresee any issues from a leverage perspective. We'll we'll bring the net debt down in the second half, the reasons that Billy mentioned. We have good support from our banks. We've recently, you know, renewed our banking as you'll as you'll know, and I think that's a big vote of confidence. And just in terms of the other points that have come in there about Shines, look, very difficult. You know, our view is a fraud took place from the the the vendors, and we're pursuing them.

20:34 So, you know, very, very difficult to foresee that kind of thing. And in terms of the foresights of the AFD changes, I mean, look, I think I think the management team did foresee that, and we're already changing the model of the business towards the new RSOC model. I think what may be caught everybody by surprise in the market was the, you know, sudden out of blue change in policy from from Google. That definitely came earlier than we'd expected. But what I would say is that really in that space now, we're very much last man standing. So the management team have have moved very aggressively to take cost out. We've changed the model. And, actually, as you've heard earlier, that that business is now profitable again. And, you know, that that really was no mean feat. You know, we had to move extremely quickly, and most people in that market have given up the ghost and have exited.

21:25 So, look, let let's see going forward. I mean, it's obviously, it is a market that can be volatile. We we know that Google, obviously, you know, dominate that market and control that market. But we believe we've got a good relationship with Google. We've got a good market position now, we've got a good product. And, also, we've got a cost base appropriate to the size of the business, which and, you know, we're deploying AI technology all across it to, you know, to kind of take that variable labor cost out. So, you know, I I think and look. In terms of your general point about is this the right management team to run the business, I mean, I I I guess there comes a point when, you know, we we, as a board, you know, have to just take our best view on what's the best thing for the business. I happen to believe that we've got an excellent management team.

22:11 I I've seen how they've reacted and pivoted in incredibly difficult market conditions. So, yeah, one or two pieces of m and a haven't gone our way. But the search business just chopped off cash for years, and that was a decision taken by this management team. So even though it's sort of suffered a decline in profitability, you know, that that was a lot of cash that came into the business. And so yeah. Look. I mean, the the board fully support our management team. And, you know, if you kinda look at the the the businesses that we have now, all profitable, all heading in the right direction. So, yeah, look, it it's been a difficult year for all of us, a difficult eighteen months for all of us, but but I I very much believe that we've got the the the right team going forward. Hopefully, that answers your question, Matthew.

22:58 And and, look, thanks for your support. We appreciate it. Another question from Chris a. Thanks for your question, Chris. So this one is AIM has consistently failed to value TIG appropriately, which has clearly impacted shareholder value. Given that many members of the board are economically aligned with shareholders, does the board have a long term view on whether a move to the main market better support valuation liquidity? And what milestones would need to be in place before such a transition could be considered? Look. I'll take that one. Because, obviously, in my in my day job, I'm I'm managing a fund, and so I guess I've got some views on this. I mean, quite right. You know, the the AIM market has been really, really difficult. That market has seen substantial outflows.

23:47 I mean, look, I don't think it helps that our kind of government doesn't support The UK stock market by encouraging pension funds to invest more money in UK equities. Look. Is it an AIM problem or a London problem? Probably a bit of both. Would a move to the main market help? In my opinion, no. Not right now. I I don't think we're big enough. But, you know, look, maybe that will change in in in due course. And, you know, as you know, we're assessing structural options for the business right now. Are we likely to move from AIM to the main market? Not in the next twelve months. No. I I I really don't see that. I mean, they're quite material costs associated with the move from AIM to the main market. And look. You know, I invest in AIM stocks and in, you know, listed stocks. And, look, quite frankly, I I I don't necessarily notice a valuation gap for a like for like business on AIM versus main market. I I I think London in general has got, you know, just structural market problems to address.

24:49 I'm not sure it's necessarily an AIM problem, although AIM's been really, really difficult. And and look. You know, again, the the the point is that we have very low rate, I think, for the quality of business that we've got. Very fair point. The team work exceptionally hard in trying to market this business to investors, and we'll continue to do so. So hopefully, answers your question, Chris. If not, pop it in the chat. A similar ish question from Eduardo. Maybe I've addressed some of the points already. Thanks for your question, Eduardo. In this morning's update, you mentioned that the board is evaluating the structure of any potential transaction. Without commenting in any specific discussion, what structural options are you weighing in principle?

25:35 For example, sale of DIS versus a transaction involving the wider group, cash versus part consideration and stock, and how do you view the alternatives that affect your thinking on maximizing value per share? I'll take this one, Eduardo. And and, obviously, I've gotta be super careful what I say. As you can imagine, we're we're kinda tied up in knots when it comes to speaking about the deal, and, really, all we can do is reiterate what what we said in public. Look. We as we've said before, we received approaches for our TIS business from a number of different parties, some of them trade, some of them financial. We're we're in the fortunate position of having a brilliant business that's highly profitable. And so we would only consider a sale of that business if we think that that's the right thing to do for the business to, you know, deleverage and or, you know, be able to hand cash back to shareholders.

26:29 We've gotta weigh that up against the asset that we're selling, which is profitable, and it's got a good market position. So in in terms of different structures, look, the kind of structures that have been proposed to us involve selling the business for cash. And will we sell the business for cash? That completely depends on what those offers end up being. Now, obviously, we have a a ballpark that that where we think a deal could happen. We we will see. And, you know, like I said, we're in a brilliant position of actually the profitability of that business during the process has gone up. And the financial position of the business has got stronger because we've extended our banking deal. So look, Eduardo. What I I don't think I can add more to that, really. We we will only sell that business if we think it's value enhancing, clearly.

27:20 But I do think that we've got a brilliant run with the business, particularly in our comparison, which is a a fantastic business growing super quickly and and should be highly rated. But, you know, look again, to to kind of chime in on the previous question, that that that is obviously challenging for small cap companies on on AIM in in London. So hopefully, answers your question, Eduardo. I mean, again, thanks for your support, the business. At at the moment, I don't have any other questions in the chat. I don't know if there are questions in the room or anyone else wants to ask any. Okay. I'll consider that, but the beat the meeting done then. Thanks for your questions. Onto the formal proceedings.

28:07 Notice of the AGM together with explanatory notes was posted to shareholders on the 06/30/2026. Accordingly, the requisite notice of the meeting has been given. I propose that, therefore, with your consent, the notice of the meeting should be taken as read. Is that agreed? Okay. Thank you. 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. 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.

28:59 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 voting, 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 practicable. When you registered 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 doesn't, please raise your hand and our registrars will attend to you. I should mention for this, those shareholders have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their vote. You have three options for each resolution. You can vote for the proposed resolution, against the resolution, or you may abstain. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against resolution.

30:00 So for those it applies to, will you please complete your poll card by ticking the appropriate box next to the relevant resolution depending on how you wish to cash your vote. Once all votes have been taken on the resolutions, please review sign the poll card and hand it to our registrars. Should you require any further assistance, our registrars or the COSAC will be happy to assist you. Okay. So let's move on to the resolutions. I'll formally propose each of these to the meeting, the full text of the resolutions and the notice of the meeting, and you've had a copy of that. Resolutions one to six are ordinary resolutions. They require a simple majority, and resolution seven and eight are special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution.

30:47 Okay. So the first resolution is to receive and adopt the annual report and accounts for the year ended 2025. I now propose that the annual report and accounts for the year ended 2025 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 votes? Thank you. Will you please vote now? Okay. That poll is closed. Resolution to approve the annual report on directors' remuneration. So that report can be found on pages 73 to 78 of our report and accounts. So I now propose that the director's remuneration as set out in the annual report and accounts for the year financial financial year 2025 be approved. Will you please vote now?

31:40 Okay. Poll closed. Resolutions three to five concern the reelection of myself, William Green, and Sam Dayani, each of whom retires in accordance with the articles of association and being eligible, offer themselves for reelection at this AGM. The board is recommending that each director be reelected as a director. I now propose that Ian MacDonald, myself, be reelected as a director. Please vote now. Okay. Poll closed. I now propose that William Green be reelected as a director. Please vote now. Poll closed. I now propose that Sam Dayani be reelected as a director. Please vote now.

32:32 Okay. Poll closed. Now on to resolution six, that's the authority to issue shares. Before the directors are able to issue shares, they must first be authorized by shareholders to do so. In keeping with market practice and the guidelines established by organizations representing institutional shareholders, ir foundation very And The authority will expire at next the year's AGM 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.

33:20 So I propose that directors be authorized to allot shares in accordance with the terms set out in the resolution. Will you please vote now? Okay. Poll closed. Resolution seven 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. That authority expires at next year's AGM or fifteen months after passing this resolution, whichever is earlier.

34:08 Again, more detailed explanation is in the notice of the meeting. So I now propose that directors be authorized to disupply the statutory preemption provisions in accordance with this resolution. As this is a special resolution, a 75% majority will be required. Will you please vote now? Okay. Poll closed. Resolution eight is to authorize the company to purchase some of its own ordinary shares on such terms and in such manner as the directors make time from time to time determine. The authority sought limits the maximum number of shares purchased to 24,594,000.

34:54 The minimum and maximum prices that may be paid for the shares are set out in the resolution. I'd like to emphasize that directors would only purchase shares in the market if they're 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 AGM or fifteen months after passing this resolution, whichever is the earlier. Again, more detailed explanations in the notice of the meeting. Again, it's a special resolution, requires a 75% majority. So I propose that the company be authorized to purchase its own shares. Please vote now. Poll closed. Okay. So concluding remarks.

35:40 I think we're through all the resolutions, and that concludes the business of the meeting. Thanks very much for attending. Thanks very much for your interest. Thanks very much for your support of the business. We we very much value that. We'll announce the results of the meeting on the RNS and on our website as soon as we possibly can. So any be before we go, anybody got any more questions that they wanna ask? I think we've hopefully covered it. But if anyone in the room is there and on the basis that there don't appear to be any more questions, once again, I thank you all for your support and attendance, and wish you a very good day. That's great. Thank you for updating attendees today. On behalf of the board, we'd like to thank you for attending today's annual general meeting, and good afternoon to you all.

36:29 Thanks