Good afternoon, and welcome to the Cliq Group's First Quarter 2025 Results Presentation. My name is Sebastian McCoskrie, Head of Cliq's Investor Relations, and I will be hosting today's earnings call. As always our CEO, Luc Voncken will present Cliq's strategic and operational highlights in Q1. And afterwards Ben Bos, our other Management Board member will walk you through the group's financials. After that, the gentlemen will answer the questions you kindly sent in via e-mail this morning. Ladies and gentlemen, please take note of the disclaimer shown here and that this call is being recorded. The visual audio and/or transcription of this call may be published including any of the data arising there from. If you have any objection, please disconnect at this time. So without further ado, I will now hand over to our CEO, who will start today's results presentation. Luc, the floor is yours.

Hello, everyone, and thank you for joining today's call. First of all, allow me to talk about the elephant in the room and briefly recap. While no final decision has yet to be made, our ownership structure could be facing significant changes. The Potential Partial Public Tender Offer from Dylan Media maybe forthcoming giving shareholders, an option to sell their shares at a fair offer price. However, we currently have no further information regarding the, if. when or what, the offer price could be. Following a Potential Partial Public Tender Offer by Dylan Media, Cliq could subject to the relevant approval by the general meeting decide to make a partial public share repurchase offer and redeem the treasury shares acquired in this course. This would reduce our share capital. The Annual General Meeting has yet to be finally determined but will definitely take place before the end of August, most likely on Thursday, the 24 -- 1st of August. In addition, a delisting from all relevant stock exchanges is under serious consideration and an outcome supported in principle by both the Management Board and Supervisory Board, particularly if Dylan Media makes a public tender offer and acquires a substantial shareholding in Cliq. However, the Management Board and Supervisory Board have not yet taken any decision with respect to the delisting. As you can see, there are still many balls up in the air and we wish we could give you more information at this point in time. But unfortunately, that's currently not the case. But we will, of course, inform our shareholders of any news regarding the possible delisting as well as the potential public tender offer and the potential partial public share repurchase offer. Now moving on to today's main agenda item, the Q1 figures. This has again not been an easy quarter and today's presentation will reflect the ongoing challenges we face, both in the broader market and within our own transformation efforts. Year-on-year, our customer base per end of March dropped by 30% to €800,000 and sales decreased in line to €50 million. And this top line weakness continued to overshadow our operational progress. EBITDA before special items came in nearly €2 million, below the level generated in prior year's first quarter. And although the corresponding EBITDA margin held at over 7%, this reflected our strict cost management rather than a greatly needed top line strength. The improvement in the net cash position to €14 million was welcome and due to our positive cash flow. Ladies and gentlemen, let's now discuss Cliq's operations. All in all, we had hoped our Fit For he Future program would yield more immediate performance improvements. We implemented wide-reaching structural changes. We started merging tech systems and executed a complete overhaul of our external service providers footprint downsized our selling general and administrative expenses as well as undertook a full-scale HR review. Cost efficiencies were achieved but at a cost, and we lowered our target CPA and protected our margins in the short-term but have yet to deliver meaningful sustained growth. All these measures were designed to create a more agile cost-efficient Cliq. However, the tangible positive impact on our earnings, growth momentum remains limited. On the productivity side, we tapped into new sales channels and launched additional digital products. Yet despite these initiatives, top line growth is lacking. The new sales channels have yet to meaningfully offset the decline in our display revenue source. In short, the transformation from Fit for the Future is now hardwired in our operational framework and DNA. We have laid the groundwork but productivity gains elusive. And while we have seen some early results from our initiatives, these are in their infancy and not yet material, nor reliable growth levers. The Fit For Future program was essentially concluded in the first quarter 2025. However, we do expect to continue optimizing and streamlining our personal structure and IT landscape in the next quarters to become more efficient and more productive. Strategically, we are in a better position quarter-by-quarter. Sales and EBITDA showed minor sequential improvements, but the gains were modest, more reflective of operational tightening than market momentum. Although our affiliate partners provided a strong sales foundation, growth beyond that was minimal. The AVOD model introduced in the U.S., while an encouraging experiment, produced more learnings than revenue. It's too early to say whether this model will scale. We definitely believe and fully hope so. New accepted payment infrastructure improvements, like integrating Apple Pay and Google Play, are in the final preparation and could eventually translate into an uplift in customer numbers and sales. Some new products were rolled out alongside our traditional streaming services. Content licensing efforts expanded, as you will see on the next slide, but cost efficiency also dominates in our content supply management. Ultimately, while we had hoped to emerge from this quarter with clearer signs of recovery, the reality was that most of our strategic bets were still in the setup phase. Execution has undoubtedly improved, but external headwinds and internal pricing continue to delay the outcomes we originally targeted. As just mentioned, our content strategy was always active this quarter. We renewed and extended the pan-territorial licensing agreement for both North and Latin America, which included telenovelas and films for SVoD, as well as alpha monetization models. In addition, we secured a rights deal for the U.S. to launch 10 linear FAST sports channels, including live events, recaps, documentaries, and niche formats like padel and billiards. Both deals have expanded our content library nicely and bolstered respective verticals. And importantly, we can use the content also for hooking up new customers. Ladies and gentlemen, in an operational nutshell, Q1 did not, unfortunately, deliver any quantum leaps, but we remain fully committed to our strategy and our action plan on how we can best get CLIQ back on a sustainable growth track. On that positive note, let me hand over to Ben, for our financials.

Thanks, Luc, and good afternoon, ladies and gentlemen. On this slide, you see the development of our strategic KPIs in the first quarter over the last three years. In Q1 2025, total customer acquisition costs were €15 million. Year-on-year, the total customer acquisition costs were scaled back significantly by nearly half to focus first and foremost on the group's profitability, not on sales. Sales, in comparison with the first quarter of last year, were down 32% to €50 million. However, I should point out that this past quarter would lift a small 4% increase in the quarter-on-quarter sales development on the back of sequential increased marketing spend. This quarter-on-quarter sales development is progressing, but as the saying goes let's not count our chickens, before they are hatched. Year-on-year, EBITDA before special items fell in line with the sales drop by 31% to €3.7 million and our postponing EBITDA margin was flat at 7%, primarily due to reduced costs. The reality is that while EBITDA has been stabilized, we are not yet seeing productivity-led expansion, and the margin stability is the result of disciplined cost management. Now, let's move on to the regional sales breakdown. Compared with last year's first quarter, our regional sales composition shifted notably this quarter, with North and Latin American exposure now making up over 80% of the total group sales. Europe underperformed, and sales in the region and Rest of the World were negligible. 97% of sales came from bundled content services, which continue to form the backbone of our business model. Our customer base was down to €0.8 million from €1.1 million at the first quarter end of 2024. This decrease resulted from the group's stronger focus on profitability, whereby the target cost per acquisition, in short-CPA, was brought more in line with the lower expected average lifetime value of our customers, which led to fewer new customer acquisitions. In addition, churn remained high. As previously mentioned, the car scheme companies' change in customer care tools increased our churn rate across all regions. In the first quarter of 2025, apologies, the expected average customer lifetime value, or so-called LTV, was down 40% to €70, highlighting the difficult market conditions and our reaction by decreasing the target CPA. Ladies and gentlemen, here you can see our income statement with the EBITDA development shown before special items. The income statement this quarter tells a story of limited bottom-line expansion. Despite the sales and EBITDA drop, the profit for the period and EPS grew favorably year-on-year. The special items on the EBITDA level in the first quarter of 2025 were 85% less than in the prior year's first quarter, reflecting the near end of the Fit for Future program. These incurred costs only impacted our personnel expenses and included transformation-related costs from Fit for Future, as well as certain long-term incentive expenses not directly related to the group's operating performance. Other operating expenses decreased year-on-year. In total, OpEx operational expansion was managed down by nearly 19% -- 1-9. Net profit in Q1 was up from €114,000 to nearly €1 million and EPS, therefore, rose year-on-year from €0.02 to €0.16. While our efforts to cut costs were effective in containing any possible margin erosion this quarter, we affirm that cost discipline alone will not drive sales recovery. Some more about customer acquisition costs. A headline metric this quarter was near 50% year-on-year reduction in total customer existing cost, but it's important to see this in context. This reduction was driven by a lower target CPA brought in line with a lower LTV and a substantial cutback in paid acquisition spend. While this helped with short-term cash flow it also showed customer intake and could limit growth potential in future quarters. As you are probably aware Cliq's main action to counter the higher churn and of course the subsequent lower lifetime value of our customers has been to align and reduce our target CPA. This decision was taking to put a stronger focus on our profitability but also led downside to less new and less higher-value customer’s acquisitions. The customer acquisition cost for a period those marketing costs related to revenue recognized in the first quarter totaled, €17 million. Ladies and gentlemen, we recorded a decent recovery in cash generation this quarter. Cash from operating activities was €2.5 million reversing a negative trend from Q1 2024, despite comparatively high tax gains made in Q1 2025. Supported by less cash outflows for the vestments operating free cash flow turned positive compared with Q1 last year and came in at over €2 million after minus €4 million in 2024. And also due to a minimal final repurchase for the non-concluded share buyback program, we ended the quarter with a net cash position of €14 million, up from €11 million a year earlier. So always happy to see how we improve the liquidity and stay debt free. Moving on to the balance sheet. Our balance sheet remained stable, but reflected the austerity of the Board. Intangible assets declined due to lesser investments and increase in amortization costs from the merger of our tech platforms. Contract costs and receivables both dropped reflecting the cutting customer acquisition activities. Our equity ratio improved to 77%. The expected sales from existing customers, we ended the quarter with a lifetime value of customer base so-called LTVCB of €101 million. This represents expected revenue from our current customers over the remaining life cycle. The 26% year-on-year drop is striking as it not only reflects that our customer base is shrinking in size, but also in value. This needs to be right going forward. To conclude today's presentations, a brief word on our outlook. So with today's Q1 results presentation, we reaffirm our full year guidance despite market conditions in 2025 remain unstable. Our sales are projected to come in between €180 million and €220 million. And after spending between €50 million to €75 million in total customer acquisition costs, EBITDA is expected to reach between €10 million and €50 million. Realizing this outlook depends on stabilization continuing our strategic shifts finally gaining traction. Ladies and gentlemen, 2025 is and will remain challenging for us. We have to grow sales sustainably and, thereby, keep a close eye on cost efficiencies and cash management. We are confident that we have the right strategy and the right business model in place to realize the myriad business ideas we have. As I've shared before, 2025 will be a year when we do our utmost to stabilize our sales decline and get back on a growth path again. Thank you for your attention and that concludes our presentation today. We shall now comment on our Q&A session. So Sebastian our first question please.

Our first questions today are from Eva Adam [ph] and directed to Luc. Eva asks, sorry, we'll come back to that question. Let me just give you -- in addition Eva has a second question, which states, the decision to delist the company follows a significant share price decline from approximately €35 to around €5. This development may effectively force some investors to exit their positions at a substantial loss nearing 90%. How does the company view this outcome in the context of its responsibility toward protecting shareholder value?

Well, Eva, to be clear, no decision has been taken yet. The potential decision to delist the company is currently still under careful consideration and in connection with the potential transaction announced on March 6. As a company we view our responsibility of course to the shareholders through the lens of long-term value creation. And while the market valuation has declined sharply, we believe this reflects a disconnect between our business fundamentals as well as our long-term growth potential and how these are currently perceived in the capital market of course. We are fully aware of the significant decline in our share price and the corresponding impact on shareholder value. Considering delisting as part of broader long-term strategic review and it would allow us to reduce the short-term pressures associated with being publicly traded such as freeing up management time, meeting strict reporting requirements and conducting ER related presentations and saving analyst coverage costs. Our focus more decisively in unsustainable long-term initiatives that could drive shareholder value over time. We understand the weight of this consideration and our goal is to ensure that any course of action ultimately supports the future health and performance of the company.

Allow me now to state Eva's first question. Eva asks it appears that some members of both the Management Board and Supervisory Board are simultaneously involved with Dylan Media. Could you please explain how Cliq Digital assesses and manages potential conflicts of interest in such overlapping roles?

Well, Eva on the German corporate law and our internal compliance framework Ben and I are bound by strict fit duties. This includes a duty to act in the best interest of the company and its stakeholders and these principles guide all decisions and actions taken by the Management Board. And in the event of conflicts of interest relating to a public offer Supervisory Board would be involved to ensure that actions are made in the best interest of Cliq and a compliance with legal requirements. Our role at Cliq is to focus on actions that can align our operational performance and long-term value. And that includes a serious explanation of our strategic options ensuring we are not combined by short-term pressure, but instead are positioned to rebuild value through consistent execution innovation and operational discipline. Our priority is to maintain the integrity of the corporate governance and all actions especially at Board level are aligned with the long-term interest of Cliq and its stakeholders.

Our next question is from Fernando Alonso Lamberti. Ben after repeatedly failing to meet the forecast set by the company's management we are now being presented with an action plan called Fit to the Future. Under this plan, if Cliq Digital is delisted shareholders are left with the choice of either selling at a significant loss or remaining invested in an illiquid company, which would make it extremely difficult to recover our lost investment. For this reason we strongly oppose any move to delist the company. Who really benefits if Cliq is taken off the market certainly not those of us who invested in recent years?

Well, thanks Fernando for a straightforward question. But first of all, Fit for Future was already launched at the beginning of last year and is a transformation program to increase Cliq's cost efficiency and productivity gains. It was introduced way before our delisting consideration. And that's actually nothing to do with it. As Luc already said, the decision to explore a delisting is primarily driven by the low investor demand for the Cliq shares alongside the reporting obligation as well as cost and time associated with being a publicly listed company. The lapse of these obligations will financially benefit Cliq. In addition already for a while capital markets are no longer being the most valuable findings and options for Cliq and any turnaround in this respect is not foreseeing in the near future. If possible delisting would also enhance our operational flexibility and decision-making results short-term mine pressure we're sure I understand. But at the present Cliq is still only carefully considering applying for a delisting connection with a potential transaction announced on March 6. No decision regarding this hasn't made yet.

Our next questions are from Billy Howe. Billy asks, Luc since you mentioned in your Q1 2025 earnings report that the group's transformation is foreseen to deliver the first tangible positive sign. Then why do you want to give up your transformation program and sell our company to Dylan Media?

Well, Billy we haven't given up on Fit for the Future we have just essentially concluded the program. And the transformation from Fit for Future is now firmly embedded in our company's DNA. And in the mindset of our teams and the change is important and a good thing. By experimenting with and introducing new sales channels new digital products and new monetization models we are changing Cliq's commercial outlook and aiming to generate higher productivity gains and ultimately achieving our sales growth potential. At the same time by executing a comprehensive cost control and management, we are able to improve our efficiencies and become leaner and meaner. Please note that we have still identified further efficiencies from our staffing and IT structures which we expect to leverage in the coming quarters. So as you can see Billy we haven't at all giving up on our transformation rather we live it. We live our transformation. And whether Dylan Media buys up Cliq well that's depending on several circumstances outside our influence. If there is any news, we will inform you in compliance with our legal obligations.

Is Dylan Media's tender offer to all our shareholders so lucrative that you have to give up your grand turnover – turnaround strategy boldly illustrated on the 20th of February this year during the earnings call presentation.

Well as previously mentioned, Dylan Media is currently considering a partial public tender offer in connection with the potential transaction announced on 6 of March. We will provide details of the potential offer from Dylan Media as soon as they are available. There is currently no updates and we need to wait and see what comes.

Ben, by now the management should know whether or not Dylan Media has raised enough fund to make the tender offer to Cliq's shareholders since management is also funding the takeover shares of Cliq shareholders. Then when will this tender offer be probably happened? Will the tender offer be processed during the upcoming AGM? And how is the process be? If not when will the tender offer be set officially in written form to shareholders?

Thanks, Billy. And as Luc just said, we need to be patient and wait. Please be aware that there are two different potential offers. Let me make that very clear. There's a Dylan Media potential public acquisition offer which does not have to be approached by Cliq's General Meeting. Dylan Media's offer would be publicly announced. But also in addition separately, we are currently carefully considering a potential partial share repurchase of Cliq and the redemption of those shares of the treasury shares acquired under set repurchase offer. So such offer would need to be approved by our AGM. Please note that also in this respect no decision has yet been made.

Our next questions are from Andreas Masek from the SDK for Luc. Andreas asks, starting in Q4 2023 revenue and earnings have continued to fall from quarter-to-quarter until today. In the Management Board's opinion is the business model with the streaming offer still sustainable at all? Or if so when does the management Board definitely expect a turnaround. If not what measures and alternatives is the Management Board planning.

Thank you, Andreas. Please remember we are a performance marketing company and not a streamer in the traditional sets. We very much believe in our core business model and it's substantially going forward. Our transformation program has if you will refreshed and future-proofed Cliq's business model. And positive effects however are taking longer than anticipated and are pretty limited at present. In the first quarter we did see some nascent improvement thanks to our transformation program namely in sequential sales development and reported EBITDA. However, this is clearly not enough and recovery is slower than expected. And the transformation effects need to gain traction and make a much greater positive impact. We need to grow our sales again and more strongly and we need to protect our margins. Our 2025 guidance reflects the ongoing challenging market conditions and a slower pace of our transformation impact. Nevertheless, we see a bright future for Cliq, with new sales channels, new digital products and new monetization models.

Our next questions are from Ralph [indiscernible]. Luc, Ralph asks, you mentioned in the press release that the main objective of the transformation program is to fundamentally transform the group to become more focused, streamlined and goal-driven. Perhaps you can explain fundamentally in more detail. Do you think about adjusting your content categories? Or are you planning to close the European business?

Well, Ralph, thank you. Fundamental transformation has been implemented with the diversification of our sales channels away, from just focusing on display to our magnificent seven sales channels. Furthermore, expanding cliq's monetization model from SVoD to also offer AVOD in the US, is also a fundamental change. And it's the introduction of new digital products, which aim to please and entertain our customer base. All these initiatives should attract new customers to our large service offerings. Content wise, our software vertical has been further enlarged and offers some great software solutions for our customers. And while our business in Europe is still under considerable pressure, we're not giving up on this region and we'll endeavor to continue to grow our business also in Europe.

Ralph, also asks, with regard to the potential delisting, do you know, who represents Dylan Media BV?

Well, Dylan Media as already said is a privately owned Dutch investment company funded by international investors, experienced media executives and a group of existing Cliq shareholders including members of the management and supervisory port.

Our last questions today are from Fiona Orford-Williams at Edison. There is a modest increase in revenue from North America over the Q4 2024 number. Should we take this to mean that the business has turned a corner, and is back on a growth track.

Well, North America has always been like a home turf for Cliq. And we were pleased to see the sales development here in the first quarter and the sequential uptick. As we just said, let's not count our chickens, until they are hatched. We will continue to go about our business with a fresh and transformed approach, and follow our action plan to achieve sustainable sales growth again.

Ben, is the restructuring associated with Fit for Future now completed? Or should we be expecting further exceptional costs during Q2?

Hi, Fiona, thanks to be online as well. As previously mentioned in essence Fit for Future is completed, but we still see bigger room to improve our personal and IT cost structure. So we'll see rightsize these areas in the coming quarters.

There has been a substantive reduction in contract costs, which has helped the cash flow. Should we expect them to stay at around current levels?

Well, the contract costs are declining due to the strong reduction in our total customer acquisition cost and of course, after the group put a stronger focus on profitability, whereby in target cost per acquisition was brought more in line with the lower expected average lifetime value of our customers. This reduction in total customer acquisition cost, has indeed a positive influence on our cash flow. So considering our ambition to grow sales sustainably, we will have to increase our customer acquisition cost in the future, which would have a negative on the short-term cash flow.

So ladies and gentlemen, that was our last question for this afternoon. Should you have any further questions, please reach out to Sebastian. Thank you for joining our Q1 2025, earnings call today and have a great day and all the best. See you soon.