Audited 2025 Annual Report and Notice of AGM

26 June 2026

 Team Internet Group plc

("Team Internet" or the "Company" or the "Group")

Audited 2025 Annual Report

Notice of Annual General Meeting

Team Internet Group plc (AIM: TIG, OTCQX: TIGXF), the global internet company that generates recurring revenue from powering identity and discovery online, is pleased to announce its audited Annual Report for the financial year 2025 is now available on the Group's website at the following link: https://teaminternet.com/annual-interim-reports/. The Annual Report will shortly be posted to those shareholders who have opted to receive a hard copy.

The results for the financial year 2025 ("FY25") are in line with the Group's Trading Update announcement issued on 15 June 2026. The Group remains confident in its ability to meet market expectations for 2026.

Financial summary

· Gross revenue of USD 481.9 million (FY2024: USD 802.8 million)

· Net revenue (gross profit) of USD 136.2 million (FY2024: USD 187.5 million), with gross margin increasing from 23.4% to 28.3%

· Adjusted EBITDA(i) of USD 42.7 million (FY2024: USD 91.9 million)

· Operating loss of USD 49.9 million (FY2024: profit of USD 8.2 million), following USD 41.7 million of impairment charges relating to the Group's Search segment

· Due to the same impairment charges, a loss after tax of USD 62.5 million (FY2024 loss after tax: USD 17.7 million) was recorded

· Adjusted earnings per share (diluted) of USD 9.18 cents (FY2024: USD 21.22 cents)

· Adjusted operating cash flow of USD 66.0 million (FY2024: USD 99.1 million)

· Adjusted operating cash conversion(ii) of 155% (FY2024: 108%)

· Net debt(iii) of USD 87.6 million (31 December 2024: USD 96.4 million); Team Internet has continued to be cash generative in FY2025, reducing net debt by USD 8.8 million during the year despite USD 6.9 million of shareholder distributions

During FY25 the Group prioritised the quality and durability of its revenue over headline volume, making deliberate strategic progress across all three segments.

Key performance indicators by segment were as follows:

· DIS segment(iv):

o  Average revenue per domain year increased by 2% to USD 12.64 (FY24: USD 12.45)

o  Value-added services revenue rose to 17.8% of segment revenue (FY24: 16.1%), an increase of 1.7 percentage points and a relative uplift of 10.6%

o  Processed domain registration years decreased by 7% to 12.3 million (FY24: 13.2 million)

· Comparison segment(v):

o  Gross merchandise value (GMV) generated outside the core DACH region increased more than tenfold, to 4.8% (FY24: 0.4%)

o  Revenue per thousand impressions increased by 3% to USD 257 (FY24: USD 249)

o  Visitor sessions decreased by 10% to 169.4 million (FY24: 188.5 million)

· Search segment(vi):

o  Next-generation monetisation increased to 39.1% of segment revenue (FY24: 4.7%)

o  Revenue per thousand impressions decreased by 51% to USD 34 (FY24: USD 69), reflecting the change in monetisation mix during the transition

o  Visitor sessions decreased by 19% to 5.5 billion (FY24: 6.8 billion)

The increase in leverage to 2.9x adjusted EBITDA (31 December 2024: 1.2x) and the reduction in interest cover to 2.7x (31 December 2024: 5.9x) primarily reflect the lower adjusted EBITDA recorded during the transition year; the Group remained strongly cash generative and reduced net debt during the period.

Operational and corporate summary

· Stable performance in DIS and Comparison segments, with both segments maintaining strong momentum and finishing the year towards the top end of market expectations despite a challenging operating environment.

· Successful strategic transition in Search, with next‑generation monetisation formats accounting for 39% of segment revenue.

· DIS strengthened its long-duration earnings base, securing the ten‑year .co registry contract and achieving further margin improvements as Unity integration benefits flowed through.

· International expansion accelerated, with Comparison delivering its first positive contributions in France, Italy and Spain, and launching the UK portal.

Annual General Meeting

The Company also announces that its 2026 Annual General Meeting ("AGM") will be held at 15:00 BST on Friday 24 July 2026 at the Company's registered office at 4th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. The notice of AGM document will shortly be available on the Company's website at https://teaminternet.com/constitutional-documents-and-circulars/.

The Company is offering facilities for shareholders to attend by conference call to ask questions in real time should they wish to do so.

Shareholders will be able to follow the proceedings of the AGM over the online Investor Meet Company platform by registering in advance via the following link: https://www.investormeetcompany.com/team-internet-group-plc/register-investor

Shareholders who already follow TEAM INTERNET GROUP PLC on the Investor Meet Company platform will automatically be invited.

Shareholders are invited to submit any questions in respect of the meeting for the Board to consider. Questions may be submitted in advance up until 09:00 BST the day before the meeting or during the meeting over the Investor Meet Company platform following registration, and the Board will aim to respond to any such questions relevant to the business of the meeting.

Shareholders taking part via the Investor Meet Company platform will not be able to speak or vote on the AGM resolutions. Shareholders are therefore strongly encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the AGM. Shareholders are strongly encouraged to appoint the Chairman as your proxy to ensure that each Shareholder's vote will be counted in the event of restrictions on shareholders and proxies attending the AGM in person.

Michael Riedl, CEO of Team Internet, commented:

"With our 2025 accounts now audited and published, the year of transition is behind us. We have reshaped the Group and strengthened our financing, with amended facilities and extended maturities, and our growth segments are carrying real momentum into 2026. Our focus now is entirely forward."

Enquiries

For further information, please contact:

Team Internet Group plc +44 (0) 203 388 0600

Michael Riedl, Chief Executive Officer

William Green, Chief Financial Officer

Zeus Capital Limited (NOMAD and Joint Broker)

James Edis / Dan Bate (Investment Banking) +44 (0) 161 831 1512

Dominic King (Corporate Broking) +44 (0) 203 829 5000

Berenberg (Joint Broker) +44 (0) 203 207 7800

Mark Whitmore 

SEC Newgate (for media) +44 (0) 203 757 6880

Bob Huxford / Harry Handyside / Gwen Samuel [email protected]

(i)Earnings before interest, tax, depreciation, amortisation and impairment, non-core operating expenses, foreign exchange gains and losses, and share-based payment expenses

(ii)Adjusted operating cash conversion refers to the percentage of Adjusted EBITDA that is converted into operating cash in the period. Operating cash flows are adjusted for non-recurring working capital items, such as the settlement of acquisition costs included within the balance sheet of acquired entities. See note 9

(iii)Includes cash (USD 81.2m), bank debt and prepaid finance costs (USD 168.4m) and hedging liabilities (USD 0.4m) as of 31 December 2025 (31 December 2024 cash (USD 88.3m), bank debt and prepaid finance costs (USD 184.9m) and hedging assets (USD 0.2m))

(iv)Based on analysis of c.79% of the DIS segment which can be adequately and reliably described by this KPI

(v)Based on analysis of c.67% of the Comparison segment which can be adequately and reliably described by this KPI

(vi)Based on analysis of c.84% of the Search segment which can be adequately and reliably described by this KPI

About Team Internet Group plc

Everything begins with a name. Team Internet (AIM: TIG, OTCQX: TIGXF) powers identity and discovery online, enabling businesses, brands and consumers to establish their digital presence and realise their ambitions.

 The Company is a leading global internet solutions business operating in two highly attractive markets: domain name management, identity and software solutions (DIS segment) and digital advertising (Comparison and Search segments).

The DIS segment is a critical component of the global online presence and productivity ecosystem, where the Company serves as a core distribution channel for domain names and a wide range of digital products.

The Company's Comparison and Search segments create privacy-safe, AI-generated consumer journeys that convert general-interest media users into confident, high-conviction consumers through advertorial and review websites.

The Company's high-quality earnings derive from subscription-based recurring revenues in the DIS segment and revenue-share arrangements under rolling utility-style contracts in the Comparison and Search segments.

For more information please visit: www.teaminternet.com

Forward-Looking Statements

This document includes forward-looking statements. Whilst these forward-looking statements are made in good faith, they are based upon the information available to Team Internet at the date of this document and upon current expectations, projections, market conditions and assumptions about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Group and should be treated with an appropriate degree of caution. Save as required by applicable law or regulation, the Company undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this announcement is intended, or is to be construed, as a profit forecast or estimate for any period, and no statement should be interpreted to mean that earnings or earnings per share for current or future financial years will necessarily match or exceed the historical figures.

MANAGEMENT COMMENTARY ON GROUP PERFORMANCE

Introduction

In line with previous guidance, we are reporting FY25 gross revenue of USD 481.9 million and net revenue of USD 136.2 million, with adjusted EBITDA of USD 42.7 million.

During 2025, the Group's DIS segment continued to outperform expectations, while the Comparison segment recovered from a challenging start to the year and returned to year-on-year growth in H2. The headwinds facing the Group's Search segment are well-documented; however, the Group remains at the forefront of Related Search on Content and commerce media monetisation, positioning it for the next phase of high-intent digital marketing.

Performance review

The Group's financial performance during the period is reflected in the key financial metrics listed below:

Segment Highlights

The Group's reporting segments performed as follows during financial years 2024 and 2025:

· Share capital represents the nominal value of the Company's cumulative issued share capital.

· Merger relief reserve represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value, less attributable share issue costs and other permitted reductions, where the consideration for shares in another company includes issued shares, and 90% of the equity is held in the other company.

· Share-based payments reserve represents the cumulative value of share-based payments, excluding related employment taxes, recognised through equity and deferred tax assets arising thereon.

· Cash flow hedging reserve represents the effective portion of changes in the fair value of derivatives.

· Foreign exchange translation reserve represents cumulative exchange differences arising on Group consolidation.

· Retained earnings represent the cumulative value of the profits not distributed to Shareholders but retained to finance the future capital requirements of the Group.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

1. General information

Team Internet Group plc is a public company limited by shares incorporated under the Companies Act 2006 and domiciled in England in the United Kingdom. The Company is the UK holding company of a group of companies whose principal activities create meaningful and successful connections from businesses to domains, brands to consumers, publishers to advertisers, enabling everyone to realise their digital ambitions. The Company is registered in England and Wales. Its registered office and principal place of business is 4th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR.

2. Basis of preparation

The preliminary results for the year ended 31 December 2025 are an abridged statement of the full Annual Report which was approved by the Board of Directors on 25 June 2026. The consolidated financial statements in the full Annual Report are prepared in accordance with UK-adopted international accounting standards and in accordance with the Companies Act 2006 ('the Act') as applicable to companies reporting under international accounting standards. As applied to the Group, there are no material differences from International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial results for the year ended 31 December 2024 have been prepared on the basis of the accounting policies set out in the Group's 2024 statutory accounts.

The financial results are condensed and do not represent statutory accounts within the meaning of section 434 of the Act. The statutory accounts for the year ended 31 December 2025, upon which the auditors issued an unqualified opinion, are available on the Group's website and did not contain statements under section 498(2) or (3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2025 will be delivered to the Registrar of Companies in England and Wales in accordance with section 441 of the Act.

Going concern

The financial statements have been prepared on a going concern basis. In making this assessment, the Directors have considered the Group's cash flow forecasts, covenant compliance and available financing facilities for a period of at least twelve months from the date of approval of these financial statements, covering the period to 30 June 2027 (the 'Review Period') to determine whether the Group is able to meet its liabilities and other obligations as they fall due. The going concern assessment is based on a Board-approved base case and a severe but plausible downside scenario. Under the base case, and the severe but plausible downside scenario, the Group is projected to comply with the financial covenants in its Senior Facilities Agreement throughout the Review Period.

The Group did not meet its financial covenants for the quarters ended 31 December 2025 and 31 March 2026, the breach at 31 December 2025 arising from adjustments identified during the year-end close. The Group's lenders waived both breaches in June 2026.

The Group completed a renegotiation of its existing debt facilities with its lenders in June 2026, securing wider covenant headroom and aligning all debt facility repayment maturities in October 2027, which materially strengthens the Group's financial position and flexibility. The newly agreed covenants are:

- Leverage: 30 June 2026: 4.00x, 30 September 2026: 4.25x, 31 December 2026: 3.75x, 31 March 2027: 3.50, 30 June 2027: 3.00x and 30 September 2027: 2.50x.

- Interest cover: 30 June 2026: 2.25x, 30 September 2026: 2.50x, 31 December 2026: 2.75x, 31 March 2027: 2.75, 30 June 2027: 3.00x and 30 September 2027: 3.00x.

As part of the covenant amendment, the Group is required to make quarterly repayments of USD 2.5 million on its USD 150.0 million term loan, commencing in June 2026. In addition, the revolving credit facility has been reduced from USD 100.0 million to USD 50.0 million to reflect lower funding required by the Group.

The Group expects to be compliant with the amended covenants at 30 June 2026 and throughout the Review Period.

The Group's debt facilities of USD 170.0 million are presented as current liabilities in the statement of financial position at 31 December 2025. This classification reflects that the facilities were immediately repayable at that date due to a covenant breach, which has since been waived. With the maturities now aligned, the facilities are now contractually repayable in full in October 2027.

The debt facilities of USD 170.0 million are scheduled for repayment on 14 October 2027, which falls outside the going concern Review Period ending 30 June 2027. Having regard to the potential significance of the repayment the Directors consider that the most likely options are a refinancing of the Group's debt facilities or the execution of a disposal of the Domains, Identity and Software ('DIS') segment.

The Group is also in discussions with a number of prospective financing partners regarding a potential refinancing of its USD 170.0 million facilities, with the aim of completing this in early Q3 2026, significantly ahead of the October 2027 maturity date.

In parallel, the Group's strategic review remains ongoing and includes consideration of a potential disposal of the DIS segment, which, if completed, is expected to generate proceeds materially in excess of the Group's drawn debt facilities.

The Group forecasts to meet all its covenants in both the base and severe but plausible downside scenarios. In reviewing the assessment outlined above, the Directors are confident that the Group has the necessary resources and mitigations available to continue operations and discharge its obligations as they fall due for at least 12 months from the date of approval of the financial statements. Accordingly, the consolidated financial statements continue to be prepared on a going concern basis.

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

3. Segment analysis

Operating segments are organised around the products and services of the business and are prepared in a manner consistent with the internal reporting used by the Chief Operating Decision Maker (CODM) to determine allocation of resources to segments and to assess segmental performance. The CODM comprises the Board of Directors. The CODM is not provided with operating segment assets and liabilities, nor segmental cash flows arising from the operating, investing and financing activities, and therefore this is not disclosed.

The Group has three reporting segments, Domains, Identity & Software (DIS), Comparison and Search. The DIS segment comprises the former Online Presence segment and the Voluum SaaS business. The Comparison segment comprises VGL Publishing AG and its affiliate businesses, operating product comparison websites such as Vergleich.org. The Search segment represents the former Online Marketing segment, less Comparison and Voluum. Previously, the reporting segments comprised Online Presence (DIS, not including Voluum) and Online Marketing, which comprised the remainder of the Group. Management reviews the activities of the Group in the segments disclosed below:

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

4. Revenue

The Group's revenue is generated indirectly from consumers located in the following geographical areas:

The Group's revenue is invoiced directly to the following geographical areas:

On a reporting segment basis, the Group's revenue is invoiced directly to the following geographical areas:

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

5. Non-core operating expenses

Restructuring costs represent employee severance costs and related costs.

Strategic review relates to costs incurred in evaluating a range of potential options for the Group and its segments, including external advice undertaken to assess opportunities to enhance Shareholder value.

Acquisition and integration costs include expenses arising from merger and acquisition activity, together with legal and other professional fees incurred to protect the Group's acquired interests, and integration costs relating to activities undertaken to integrate acquisitions.

6. Net finance costs

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

7. Earnings per share

Earnings per share has been calculated by dividing the consolidated profit/(loss) after taxation attributable to ordinary Shareholders by the weighted average number of ordinary shares in issue during the period, plus vested options, as these options have little or no exercise price, less shares held in treasury and by the Group's Employee Benefit Trust.

Diluted earnings per share is calculated on the same basis as above, except that the weighted average number of ordinary shares that would be issued on the conversion of the unvested dilutive potential ordinary shares as calculated using the treasury stock method (arising from the Group's share option scheme) into ordinary shares has been added to the denominator. There are no changes to the profit (numerator) as a result of the dilutive calculation. Exact numbers have been used in the calculation of earnings per share, rather than the rounded numbers used in the financial statements.

Due to the loss made in the current year, the impact of the potential shares to be issued on exercise of share options would be anti-dilutive and therefore diluted earnings per share is reported on the same basis as basic earnings per share.

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

8. Intangible assets

The Group has recognised an impairment charge of USD 39.5 million in respect of the Search CGU (Germany and Israel, excluding Shinez I.O Ltd). This charge has been recorded within 'Amortisation and impairment of intangible assets' in the statement of comprehensive income. This impairment consists of goodwill of USD 26.8 million, customer list of USD 7.6 million; domain names of USD 4.8 million; and software of USD 0.3 million. The impairment has been calculated by comparing the goodwill and intangibles carrying amounts to their recoverable amounts. The recoverable amount is based on the fair value less cost of disposal method.

An impairment of goodwill of USD 1.4 million due to the phasing out of a product within the Commerce Media Tech CGU (within the Search segment). An impairment of USD 0.8 million in respect of Shinez has been recognised, (within the Search segment). The Shinez impairment consists of customer list of USD 0.6 million and intellectual property of USD 0.2 million.

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

9. Financial instruments

The Group is exposed to market risk, credit risk and liquidity risk arising from financial instruments. The Group's overall financial risk management policy focusses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group does not trade in financial instruments.

Cash conversion was as follows:

Net debt is shown in the table below:

NOTES TO THE AUDITED FINANCIAL STATEMENTS (continued)

10. Business combinations

Deferred consideration payments

During the year, a deferred consideration payment of USD 0.2 million was made in March 2025 for the acquisition of Adrenalads LLC.

11. Share buyback programme and Employee Benefit Trust

During the year, the Company repurchased 6,220,650 shares under its share buyback programme at an average share price of GBP 0.85 (USD 1.07) (2024: 13,901,734 shares at an average share price of GBP 1.18 or USD 1.49). The Board considers the share buyback programme to be in the best interests of all Shareholders, given the cash-generative nature of the business. It continues the Group's established capital allocation policy, which is geared towards greater returns to Shareholders. The shares repurchased are held in treasury by the Company. At 31 December 2025, the EBT held 4,894,178 shares (31 December 2024: 5,820,086 shares). The total value of shares repurchased in the period was USD 6.7 million (2024: USD 20.8 million). Share repurchases of USD 6.9 million were settled in cash during the year (2024: USD 21.1 million). Cash settlement amounts differ from the value of share purchases within the year due to the timing differences between cash transactions and contractual purchase dates.

The number of shares held and outstanding share options is as follows:

12. Subsequent events

During the preparation of the 2025 accounts, the Company identified a breach of the covenants within that facilities agreement. The Company had a further breach of its covenants at 31 March 2026. The Group's lenders waived both breaches in June 2026. The Group completed a renegotiation of its existing debt facilities with its lenders in June 2026, securing wider covenant headroom and aligning maturities in October 2027.

GLOSSARY

The Group discloses and describes a number of alternative performance measures and terms used in these financial statements. These are listed below:

Adjusted earnings per share

Adjusted earnings per share ('Adjusted EPS') is stated before amortisation and impairment, non-core operating expenses, foreign exchange gains and losses, share-based payment expenses and deferred tax to provide a widely used metric that provides a more appropriate measure of the ongoing and underlying earnings per share. Deferred tax mainly relates to items adjusted for within amortisation.

Adjusted EBITDA

The Group reports adjusted earnings before interest, tax, depreciation, amortisation and impairment, non-core operating expenses, foreign exchange gains and losses and share-based payment expenses ('Adjusted EBITDA'). This metric is widely used by internal and external stakeholders to assess the underlying profitability of a company.

Adjusted EBITDA is considered to be tax jurisdiction, capital structure, property plant and equipment asset and intangible asset agnostic, as well as providing a more appropriate measure of ongoing and underlying profitability.

Adjusted EBITDA conversion

Adjusted EBITDA conversion refers to the percentage of Net revenue that is converted into Adjusted EBITDA in the period.

Adjusted operating cash conversion

Adjusted cash conversion refers to the percentage of Adjusted EBITDA that converted into operating cash in the period. Operating cash flows are adjusted for non-recurring working capital items, such as the settlement of acquisition costs included within the balance sheet of acquired entities.

Net debt

The Group defines net debt as: gross cash, less bank debt and prepaid finance costs, and adding/subtracting bank debt-related hedging assets/liabilities as at the balance sheet date. The Group considers net debt an appropriate measure to determine its overall financial position and is a widely used metric by internal and external stakeholders to assess the solvency or liquidity of the Group.

Next-generation monetisation revenue

Revenue generated from emerging monetisation models such as Related Search on Content (RSOC) and commerce media services.

Non-core operating expenses

Non-core operating expenses are disclosed and described separately in the consolidated financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. These expenses are not incurred as part of the underlying trading performance of the Group and are therefore adjusted. They are items of expense or credits relating to activities that have been shown separately due to their nature, which are generally outside the ordinary scope of business, are discretionary and/or non-recurring. Acquisition, integration and restructuring expenses are the most relevant items falling into this taxonomy.

Pro forma revenue

Non-GAAP information has been provided for period-to-period comparison of revenue performance. Revenue for the entire comparative period is used, irrespective of when the acquisition by the Group arose.

Revenue by geographical location of indirect consumer

There is a material difference between the geographical location of the indirect consumer and the invoiced customer. The Group therefore discloses the geographical location of both the indirect (end) consumer and the (direct) invoiced party.

Revenue per domain year

Revenue generated from the sale of an internet domain divided by the licence period (in years) of the internet domain sold.

Revenue per thousand sessions ('RPM')

Revenue generated for every thousand sessions or visits to a website.

Revenue per visitor session

Revenue generated from each visitor session to a website.

Top-Level Domain or 'TLD'

A top-level domain is one of the domains at the highest level in the Domain Name System of the Internet. For example, in the domain name 'www.teaminternet.com', the top-level domain is .com

Value-Added Revenue

Revenue from owned and operated services provided to customers including registry services, SaaS ad-tracking, SSL and trustees services.