Criteo S.A.

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other

information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto,

before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks

and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors

that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be

materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your

investment.

Risks Related to Our Business and Industry

If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our

offerings may become less competitive or obsolete. Our investments in new solutions and technologies to

address new marketing goals for our clients are inherently risky and may not be successful.

Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent

introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to

continuously enhance and improve our offerings to meet client needs, build our brand, scale ourtechnology capabilities,

add functionality to and improve the performance of the Criteo Commerce Intelligence Platform, and address

technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely

manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less

competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset

expenses or any increased revenue at all.

Our investments in our Commerce Intelligence Platform and new technologies are inherently risky and may not be

successful. While we have a track record of addressing broader marketing and monetization goals, including customer

acquisition and brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization

to expand into new advertising channels. If we are not successful in continuing to improve and adapt our solutions along

broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the

importance of brand recognition will increase as competition in our market increases.

The market in which we participate is intensely competitive, and we may not be able to compete successfully

with our current or future competitors.

The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing,

as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or

capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market,

including large established walled gardens, smaller companies that we do not yet know about, or companies that do not

yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and

maintain our profitability, including if competition increases pricing pressure.

Certain internet and technology companies have significantly larger resources and capital than we do, and in many cases

have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search,

YouTube, Chrome, Meta Platforms, and Apple Search Ads , which they can use to their advantage. Furthermore, our

competitors have invested substantial resources and capital in innovation, which could lead to technological

advancements that change the competitive dynamics of our business in ways that we may not be able to predict.

In addition to competing for advertising spend, we compete with many companies for advertising inventory. As more

companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate

supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect

our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis.

Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or

affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such

companies to cease to be our clients or cease to provide us with access to their advertising inventory.

If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would

be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising

technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their

own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.

If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our

results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings

and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense

and/or the loss of market share.

Our success depends on our ability to implement our business transformation and achieve our global business

strategies.

Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to

major changes in the advertising technology industry driven by, but not limited to, regulations such as the GDPR and

restrictions on data collection and use, including those implemented by large technology companies. The components of

our transformation include diversification of our services as we rely less on third-party signals, focus on growth and

investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth

depend on the success of this transformation and our new business strategies, including our management team’s ability to

successfully implement them.

Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations,

capital allocation priorities, operational and organizational structure, and increased demands on management. Such

changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected

restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business.

As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits

may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in

the implementation of continued transformation and growth and our product roadmap, global or local economic conditions,

competition, changes in the advertising technology industry and the other risks described herein, could have a material

adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.

The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of

our client and publisher content could result in significant costs to us, lost revenue and diminished business

opportunities.

The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict

the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of

accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our

pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through

click or impression- based pricing models or an equivalent, such that our clients only pay us when a user engages with the

advertisement, usually by clicking on it.

Many of our agreements with clients neither include a spending minimum nor include long-term obligations requiring

publishers to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver

satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal

functioning of Criteo AI Engine.

In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the

number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI

Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in

the type of data collected, stored, generated or accessed also increases.

Our clients’ satisfaction depends on our ability to prevent advertisements from appearing alongside unlawful,

inappropriate, or otherwise non-compliant content under applicable agreements. While this relies partly on the optimal

performance of the Criteo AI Engine, the growing adoption of our self-service tools—where clients operate with limited

direct support—can make it more challenging to guide their usage effectively and to prevent improper ad placements.

As with all technology-driven businesses, Criteo is also exposed to risks of fraudulent or malicious activity, including non-

human traffic, which can disrupt or degrade the proper functioning of the Criteo AI Engine. For example, automated bots

or other deceptive mechanisms may artificially inflate click metrics or misattribute ad interactions, distorting campaign

performance. The risk of such fraudulent activity is heightened in higher-value formats such as online video and CTV,

where inventory CPM is greater.

Significant system errors, defects, or fraudulent or malicious activity could impair or disable the Criteo AI Engine, hindering

our ability to purchase advertising inventory and generate revenue until these issues are resolved. Failure to prevent ads

from being placed in unlawful or inappropriate contexts could also harm our reputation and business relationships.

Potential consequences of such events include:

•Loss of clients or publishers, or reduced inventory purchases by clients;

•Decrease in consumer visits to clients’ websites or mobile applications;

•Inefficient or erroneous inventory purchasing, leading to reduced or negative margins we could need to absorb;

•Lower return on advertising spend for clients;

•Reduced value of advertising inventory offered to publishers;

•Delivery of less relevant or irrelevant ads, lowering click-through and conversion rates;

•Blocking by internet service providers or regulatory authorities;

•Client payment disputes, refund demands, campaign terminations, withdrawal of future business, loss of

confidence, and potential liability through damages, regulatory actions, or lawsuits; and

•Adverse publicity or reputational harm.

For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute

clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher CPM paid for

online video and CTV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online

video and CTV inventory.

As a result, the failure by Criteo AI Engine to accurately predict engagement of users and the failure to maintain the quality

of our client and publisher content could result in significant costs, lost revenue and diminished business opportunities.

We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic

transactions, which may adversely affect our ability to achieve our growth and business objectives.

We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or

teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic

transaction, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence

may fail to identify all of the problems, contingencies, liabilities or other shortcomings or challenges of the relevant market,

business, product, solution or technology.

Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity

securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived

assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred

and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions,

including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs

could adversely affect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of

any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely

affect our business, financial condition or operating results, including risks arising from:

•difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if

those businesses operate outside of our core competency and across different geographies;

•ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;

•unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;

•loss of key employees of acquired businesses;

•inability to maintain the key business relationships and the reputation of acquired businesses or products;

•failure to successfully further develop the acquired technology to recoup our investment;

•diverting management’s attention from other business concerns;

•liability or litigation for activities of the acquired business, including claims from terminated employees, clients,

former shareholders or other third parties;

implementation or remediation of controls, practices, procedures and policies at acquired businesses, including

the costs necessary to establish and maintain effective internal controls; and

•increased fixed costs without corresponding offsetting growth.

If we are unable to successfully integrate, leverage the commercial relationships of, or realize the expected benefits of the

strategic transactions we complete or any business, product, solution, technology or team we acquire in the future, our

business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.

We have substantial client concentration in certain markets and solutions, with a limited number of clients

accounting for a substantial portion of our revenues in those areas.

Although our overall customer base is well-diversified, withour largest 10 clients representing 19.5% of our revenue in the

aggregate in 2025, in certain of our markets and solutions we derive a substantial portion of revenues from a limited

number of clients. We cannot predict the future level of demand for our services and products generated by these clients,

and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to

terminate or reduce use of our products at any time (subject to notice and certain other provisions). If we fail to retain any

of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an

increase in business from existing clients, our revenues within certain markets or solutions may be negatively impacted.

Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely

affect our ability to conduct our business.

Governmental authorities around the world have enacted, considered or are considering legislation or regulations that

could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers

and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other

industry standards relating to targeted advertising.

In the EU, the two main pillars of the data protection legal framework remain the E-Privacy Directive and the GDPR. The

E-Privacy Directive mandates that the placing or reading of information in auser'sdevice, such as through a cookie and

other tracking technologies, requires such user’s express consent. The European Data Protection Board has also

published guidelines expanding the list of what is a tracking technology under the E-Privacy Directive, limiting our

possibility to rely on certain technologies such as racking links and URL.

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million

or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. High

sanctions are also applicable under the E-Privacy Directive.

Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des

Libertés, or the “CNIL”) issued the final version of its guidelines on the use of cookies and other trackers and its final

recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar

technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear

and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent

management platform. The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to

accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management

platform. Further, the ability to withdraw consent must be always readily available. Companies had until March 2021 to

ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of

compliance with its guidelines on cookies. The European Center for Digital Rights (“NOYB”) has also filed several

complaints with data protection authorities for failure to comply with GDPR requirements.

In January 2020, the CNIL opened a formal investigation into Criteo. In June 2023, the CNIL issued its decision, which

retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of €60.0

million ($65.0 million) to €40.0 million ($44.0 million). Criteo made the required sanction payment in the third quarter of

2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices.

Criteo has appealed this decision before the Conseil d’Etat. Refer to Note 19 Commitments and contingencies, for more

information.

In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to

modernize and align the EU’s data protection framework with other digital regulations. The proposals would, among other

things, clarify the definition of personal data, introduce new legal bases for the development and operation of AI systems,

adjust breach-notification thresholds and timelines, and consolidate certain E-Privacy and cookie-related provisions

directly into the GDPR. In particular, the draft would permit the use of standardized, browser- or device-level consent

signals to express user preferences, potentially reducing our clients’, publisher and retailer partners’ ability to manage

consent collection through their own interfaces. If adopted, these reforms could alter the scope of lawful processing, affect

how we collect and use data for advertising and measurement, and increase operational and compliance complexity. The

timing, final content, and enforcement approach of these reforms remain uncertain, and any resulting changes could

materially impact our business, financial condition, or results of operations.

In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020, and requires covered

companies to, among other things, provide new disclosures to California consumers and afford such consumers new

abilities to opt out of the sale of their personal information. The California Privacy Rights Act (the “CPRA”), which both

amends and expands the scope of the CCPA and creates additional privacy rights and protections for California

consumers with respect to their personal information and additional obligations on businessesb ecame effective January

1, 2023. California’s privacy regulations continue to evolve with new rules on data broker registration, automated decision-

making and cybersecurity audits, and enforcement activity is accelerating.

In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly

expand business obligations and consumer rights in California, including mandatory risk-assessments and annual

cybersecurity audits for certain businesses; new rules governing the use of automated decision-making technology in

connection with “significant decisions” about consumers; and enhanced disclosures, consent/opt-out mechanisms and

documentation requirements in connection with consumer privacy rights. These new regulations will begin to take effect

on January 1, 2026, with phased compliance deadlines. Because the ultimate reach and enforcement of these obligations

are still evolving, the implementation of these rules could require significant changes to our data-collection, processing,

governance, audit and compliance frameworks.

In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Currently, more than 20 states in the

U.S have passed consumer and privacy laws. Although many of these laws are modeled in part on the CCPA and CPRA,

they vary in important respects, including definitions of “sale” or “sharing,” requirements for targeted advertising opt-outs,

data-protection impact assessments, and enforcement mechanisms. This patchwork of state privacy laws increases the

complexity of our compliance obligations, may require modifications to our data-handling practices, systems, and

consumer interfaces.

We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with

them could involve substantial resources and expense, regulatory exposure, and may cause us to divert resources from

other aspects of our business, all of which may adversely affect our business.

Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry

standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to

our clients in the form of increased fees, which may negatively affect our operating results. Such changes can also delay

or impede the development of new solutions, result in negative publicity and reputational harm, require significant

management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including

fines or demands that we modify or cease existing business practices. Additionally, any perception of our practices or

solutions as an invasion of privacy, whether such practices or solutions are consistent with current or future regulations

and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators,

which could disrupt our business and expose us to increased liability. Finally, our legal and financial exposure often

depends in part on our clients’, publisher and retailer partners’ or other third parties' adherence to and compliance with

privacy laws and regulations and their use of our services in ways consistent with users’ expectations.

If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or governmental

agency determines that we have not adequately, accurately or completely described our own solutions, services and data

collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher and

retailer partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in

connection with our privacy practices or those of our clients.

Beyond privacy, AI regulation is emerging as a major compliance frontier. Given our long history developing, using, and

innovating through AI with the Criteo AI Engine, this could increase costs or restrict opportunities. Compliance with

existing, expanding, or new laws and regulations regarding AI or use of data to train AI, including the EU AI Act adopted on

July 12, 2024 and other data protection laws, may involve significant costs or require changes in products or business

practices that could adversely affect our results of operations. In November 2025, the European Commission published

the Digital Omnibus on AI Regulation Proposal, which would amend the AI Act by introducing flexible timelines for

compliance with high-risk AI obligations, expanding the supervisory role of the European Artificial Intelligence Office,

allowing sensitive data processing for bias mitigation and adjusting registration burdens and proportionality requirements.

These reforms may require us to modify how we access, train or deploy foundation models or general-purpose AI,

undertake additional documentation, governance, oversight and monitoring, and align with evolving definitions of what

constitutes an AI “system” or “provider.” Any failure to adapt could adversely affect our product development, business

practices, competitive positioning and results of operations. Additionally, our ability to innovate may be affected if we are

unable to access foundation models and general-purpose AI ("GPAI") in the same manner as our non-EU competitors as

these GPAI providers may choose to avoid the EU market due to its regulatory complexity.

Our international operations and expansion expose us to several risks.

As of December 31, 2025, we had a direct operating presence in 26 offices and shared workplaces located in 19 countries

and did business in 110 countries. Our current global operations and future initiatives involve a variety of risks, including:

•operational and execution risk, including localization of the product interface and systems, translation into foreign

languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty

of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large

geographic distances, and the increasing complexity of the organizational structure required to support expansion

and operations into multiple geographies and regulatory systems;

•insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic

markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement

in that market;

•compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among

other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding,

labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises

(including the outbreak of contagious disease and pandemics), spam and content, and AI, which laws and

regulations may be inconsistent across jurisdictions;

•intensity of local competition for digital advertising budgets and internet advertising inventory;

•changes in a specific country’s or region’s political or economic conditions, including through elections;

•risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing

model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing

and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership

and investments, and difficulties in repatriating or transferring funds from or converting currencies; and

•limited or unfavorable intellectual property (“IP”) protection.

Additionally, operating in international markets also requires significant management attention and financial and legal

resources. We cannot be certain that the investment and additional resources required in establishing operations in other

countries will produce desired levels of revenue or profitability.

Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face

exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from

intra-company transactions and financing with subsidiaries that have a functional currency different than the euro. While

we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company

transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging

transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition

and operating results.

Our ability to generate revenue depends on our collection of significant amounts of data from various sources,

which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other

software, changes in technology, and new developments in laws, regulations and industry standards.

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage

data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third

parties, and data from our own operating history. Using cookies and other tracking technologies, such as hashed emails,

hashed customer log-ins, hashed mobile phone numbers or mobile advertising identifiers, we collect information about the

interactions of users with our clients’ and publisher and retailer partners’ digital properties (including, for example,

information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or

advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such

data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties

(such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend

and inventory), web browser developers or other software developers, changes in technology, including changes in web

browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence

of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new

interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results

of our operations.

Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement

changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by

limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences.

Currently, several major web browsers block third-party cookies by default. Internet users can also delete cookies from

their computers and mobile devices at any time. In July 2024, following the investigation of the UK Competition and

Market Authority (“CMA”), Google announced that it had abandoned plans to phase out support for third-party cookies in

Chrome. In October 2025, Google decided to retire all of the related Privacy Sandbox technologies, requiring further

adjustments to our data collection methods. Google and other web browser developers have significant resources at their

disposal and continue to command substantial market share, and any negative user choice or restrictions they impose

could foreclose our ability to understand the preferences of a substantial number of consumers.

Although through continued innovation our business is relying less on third-party signals and more on first-party data-

based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and

serving personalized advertisements to a significant portion of internet users, our business could suffer and our results of

operations could be harmed.

Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices,

which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed

to such user. In addition, Google introduced ad blocking software in its Chrome browser that blocks certain ads based on

quality standards established under a multi-stakeholder coalition.

If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such

capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative

technologies, our business could be harmed. The Interactive Advertising Bureau and Digital Advertising Alliance have also

developed frameworks that allow users to opt out of the “sale” of their personal information under the CCPA, in ways that

stop or severely limit the ability to show targeted ads.

In addition, web browsers that explicitly do not allow the tracking of data may be growing in popularity. If a significant

number of web browser users switch to advertising-free services or platforms, our business could be materially impacted.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable,

pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow

users to express a preference with respect to data collection for advertising, including to disable the identifier and

therefore restrict or prevent targeted advertising. These identifiers and privacy controls are defined by the developers of

the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For

example, Apple requires user opt-in before permitting access to Apple’s unique identifier, or IDFA. This shift from enabling

user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile

advertising ecosystem and could harm our growth in this channel.

User privacy features of other channels of programmatic advertising, such as CTV or over-the-top video, are still

developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those

channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key

element of the Criteo Commerce Intelligence Platform. If too few of our clients provide us with the permission to share

their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from

maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially

diminished, which could impact the performance of our products and materially impact our business.

In addition, our ability to collect and use data may be restricted or prevented by other factors, including:

•failure of our, or our clients’, network, hardware, or software systems;

•our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the

critical mass of data necessary for Criteo AI Engine to perform optimally;

•malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients

and publishers and retailer partners; and

•interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our

reliance on external third-party providers for cloud computing services and data center hosting services, in a

highly competitive and dense market.

Any of the above-described limitations could also harm our business and adversely impact our future results of operations.

We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries,

and any downturn in these industries or any changes in regulations affecting these industries could harm our

A significant portion of our revenue is derived from companies in the Retail, Travel and Marketplaces industries. In

particular, advertisements placed by Retail commerce businesses accounted for 75.0% of our Performance Media

revenue in both 2025 and 2024. Any downturn or increased competitive pressure in any of our core industries, such as

decreases in consumer spending power or confidence, retailer downturns or bankruptcies due to poor economic

conditions, or in other industries we may target in the future, may cause our clients to reduce their spending with us, or

delay or cancel their advertising campaigns with us.

We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may

increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future

growth, and we may have difficulty sustaining profitability.

We operate in a rapidly evolving industry. Our ability to forecast our future operating results is subject to several

uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising

market. We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving

industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments,

predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our

existing and future offerings, managing client implementations and developing new solutions. If our assumptions regarding

these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to

changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ

materially from our expectations and our business could suffer.

You should not consider our revenue growth in past periods to be indicative of our future performance. In future periods,

our revenue could decline or grow more slowly than we expect. We believe the growth of our revenue depends on several

factors, including our ability to:

•attract new clients, and retain and expand our relationships with existing clients;

•maintain the breadth of our media owner network and attract new publishers and media owners, including large

retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume

and breadth of advertising inventory available to us;

•broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies

and consumer brands across the open Internet, including web, apps and stores;

•adapt our offering to meet evolving needs of businesses, including to address market trends such as the (i)

continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) increasing

percentage of sales that involve multiple digital devices, (iii) increasing retailer adoption of retail media

monetization solutions, (iv) growing adoption by consumers of “ad-blocking” software on web browsers on

desktop and/or mobile devices and use by consumers of advertising-free services, (v) changes in the marketplace

for and supply of advertising inventory, (vi) rapid growth of AI, including agentic AI, and the potential impact on

consumer experience, (vii) changes in the overall ecosystem resulting in signal loss and (viii) changes in

consumer acceptance of tracking technologies for targeted or behavioral advertising purposes;

•maintain and increase our access to data necessary for the performance of Criteo AI Engine;

•continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning

approaches and hardware; and

•continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and AI.

We also anticipate continuing to invest in our business to increase the scale of our platform and attract more media spend.

We cannot be certain that this strategy will be successful or result in increased liquidity or long-term value for our

shareholders.

We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled

talent or retain our senior management team and other key employees, we may not be able to achieve our

business objectives.

Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees,

particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us

to deliver effective advertising solutions. Competition for experienced and highly skilled employees in our industry is

intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger than

us and have access to more substantial resources, to pursue top talent on a global basis.

Our future success also depends on the continued service of our senior management team. As a global team heading a

global company, our management team must operate and collaborate across multiple geographies, which can make

coordinated management more challenging. Business transformation periods, changes in leadership and changes due to

business reorganization may result in uncertainty, impact business performance and strategies, and retention of key

personnel. We may be unable to attract or retain or successfully transition the management and highly skilled personnel

who are critical to our success, which could disrupt our business, hinder our ability to keep pace with innovation and

technological change in our industry, drive stock price volatility, or result in harm to our key client and publisher

relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.

If we are unable to continue to successfully attract and retain highly skilled talent, senior management and maintain our

corporate culture, it could adversely affect our ability to compete effectively and execute on our business strategy.

Our future success will depend in part on our ability to expand into new advertising channels.

We define an advertising channel as a specific advertisement medium to engage with a user or a consumer for which we

currently purchase inventory through a specific source. We started delivering elements of our offering through internet

display advertisements in desktop browsers. Since then, we have expanded into mobile in-browser and in-app, native

display, including on social media platforms, and online video inventory.

Any future attempts to enter new advertising channels may not be successful. Our success in expanding into any

additional advertising channels, including Social, CTV and Digital Out of Home, will depend on various factors, including

our ability to identify, adapt, innovate, market and integrate our solutions to the new advertising channels.

Any decrease in the use of current advertising channels or inability to successfully adapt our solutions to additional

advertising channels and effectively market such offerings, or if we are unable to maintain our pricing and measurement

models in additional advertising channels, may prevent us from achieving our growth or business objectives.

Our future success will depend in part on our ability to expand into new industry verticals and continue to build

on existing verticals.

As we market our offering to a wider group of consumer brands and companies outside of our historical key industry

verticals of retail, travel and marketplaces, among others, we will need to adapt our solutions and effectively market our

value to businesses in these new industry verticals. Our successful expansion into new industry verticals and continued

expansion in existing verticals will depend on various factors, including our ability to:

•accumulate sufficient data sets relevant for those industry verticals to ensure that Criteo AI Engine has sufficient

quantity and quality of information to deliver efficient and effective internet display advertisements;

•design solutions that are attractive to businesses in such verticals;

•work with clients in new industry verticals through the agencies that manage their advertising budgets;

•hire personnel with relevant industry vertical experience to lead sales and product teams;

•provide high returns, and maintain such returns at scale, on advertising spend in such industries; and

•transparently measure the performance of such advertising spend based on clear, measurable metrics.

If we are unable to successfully adapt our offering to appeal to businesses in industries other than our core verticals,

continue to build on our offerings to existing verticals. or are unable to effectively market such solutions to businesses in

such industries, we may not be able to achieve our growth or business objectives. Further, as we expand our client base

and offering into new industry verticals, we may be unable to maintain our current client retention rates.

As we expand the market for our solutions, we may become more dependent on advertising agencies as

intermediaries, which may adversely affect our ability to attract and retain business.

As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in

planning and purchasing for broader marketing goals, which represents an incremental business opportunity for us, but

also may involve risks. In 2025, approximately 33% of Retail Media’s media spend and 34% of Performance Media’s

media spend was spent through advertising agencies.

For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign,

we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients

represented by that agency.

The increasing presence of advertising agencies as intermediaries between us and our clients creates a challenge to

building our own brand awareness and maintaining an affinity with our clients (including if clients move from one

advertising agency to another), who are the ultimate sources of our revenue. In the event we were to become more

dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business. In

addition, an increased dependency on advertising agencies may harm our results of operations, because of the increased

agency fees we may be required to pay and/or because of longer payment terms from agencies.

Third parties may implement technical restrictions that impede our access to data and revenue opportunities

upon which we rely, which could materially impact our business and results of operations.

A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties,

including advertising exchange platforms (including SSPs, such as Google’s Ad Manager). We also depend on these

parties for opportunities to serve advertisements through which we generate revenue. Our ability to successfully leverage

such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on

our publisher and retailer partners or other third parties, including restrictions on our ability to use or read cookies, other

tracking technologies, or real-time or other bidding networks.

For example, our publishers and retailer partners remain responsible for notifying users about data processing and

obtaining their consents under regulations, such as the EU and UK GDPR, the E-Privacy Directive and other government

restrictions for gathering necessary user consents and indicating to SSPs that Criteo has been approved by applicable

users. While recent EU proposals aim to simplify consent requirements, these may not prosper and SSPs and other third

parties may still impose stricter measures than required or adopt new protocols. Similar actions may arise from new U.S.

state privacy laws, global enforcement trends, or platforms policy changes, including Google Ad Manager’s interoperability

updates, and restrictions on machine learning use.

If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able

to comply with restrictions imposed by other ecosystem participants, we may lose access to data, bidding opportunities, or

digital ad space inventory, which could significantly impact our revenue.

We experience fluctuations in our results of operations due to a number of factors, which make our future results

difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our quarterly and annual results of operations fluctuate due to a variety of factors, many of which are outside of our

control. Fluctuations in our results of operations could cause our performance to fall below the expectations of analysts

and investors, and adversely affect the price of our ADSs. You should not rely on our past results as an indication of our

future performance. Factors that may affect our quarterly results of operations include:

•the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending;

•lengthy implementation cycles of new solutions resulting in expenses incurred without any guarantee of revenue

generation;

•demand for our offering and the size, scope and timing of digital advertising campaigns;

•for certain parts of our business, the lack of long-term agreements with some of our clients and publishers;

•client and publisher retention, including concentration of any clients or publishers;

•market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in

new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals;

•the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry

verticals, acquisitions and/or capital projects;

•the timing of adding support for new digital devices, platforms and operating systems;

•the amount of inventory purchased through direct relationships with publishers versus internet advertising

exchanges or networks;

•our clients’ budgeting cycles;

•consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies

for targeted or behavioral advertising purposes;

•network outages, errors in our technology or security breaches and any associated expense and collateral effects;

•foreign currency exchange rate fluctuations, as some of foreign transactions are denominated in local currencies;

•failure to successfully manage or integrate any acquisitions; and

•general economic and political conditions in our domestic and international markets, including public health crises

(such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.

As a result, we may have a limited ability to forecast future revenue and expenses, and our results of operations may from

time to time fall below our estimates or the expectations of public market analysts and investors.

Risks Related to Data Privacy, Intellectual Property and Cybersecurity

Our business involves the use, transmission and storage of personal data and confidential information, and the

failure to properly safeguard such information could result in significant reputational harm and monetary

damages.

Our business involves the use, storage and transmission of confidential consumer, client and publisher information and

personal data, including certain purchaser data, as well as proprietary software and financial, employee and operational

information. Security breaches could expose us to unauthorized disclosure of this information, litigation and possible

liability, as well as damage to our relationships with our clients and publisher and retailer partners. If our security

measures are breached as a result of third-party action, employee or contractor error (including through use of generative

AI technologies), malfeasance or otherwise and, as a result, someone obtains unauthorized access to such data, our

reputation could be damaged, our business may suffer, and we could incur significant liability.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt

our ability to provide services. As a result of our prominence, the size of our user base, and the volume of data in our

systems, we may be a particularly attractive target for such cyber-attacks. Any failure to prevent or mitigate security

breaches and improper access to or disclosure of our data or user data, trade secrets and IP, or information from our

clients and publishers and retailer partners, could result in the loss or misuse of such data, which could harm our business

and reputation and diminish our competitive position. In addition, computer malware/ransomware, viruses, unauthorized

access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors,

have become more prevalent in our industry. Our products embed open-source software components, which could be

subject to vulnerabilities that may make our products more susceptible to cyber-attacks. We rely on cloud storage

providers. There may be increased security exposure due to our use of cloud storage. Security incidents have occurred on

our systems in the past, and will likely occur on our systems in the future.

Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory cyber-attacks. As a

result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and

Cyber-attacks continue to evolve in sophistication and volume and are increasingly AI-driven, enabling ransomware,

phishing, and deepfake-based social engineering at scale, making decision and prevention more challenging. Techniques

used by hackers to obtain unauthorized access or to sabotage systems change frequently and generally are not

recognized until launched against a target.

Although we have invested in and developed systems and processes that are designed to protect data, and to prevent or

detect security breaches, such measures have not provided, and cannot be expected to provide, absolute security, and

we may incur significant costs in protecting against and remediating cyber-attacks. In addition, the perpetrators of such

activities often are very sophisticated, and can include foreign governments and other parties with significant resources at

their disposal. We may also have to expend considerable resources on determining the nature and extent of such attacks.

If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we

could lose both clients and revenue. Any significant violations of data privacy or other security breaches could result in the

loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely

impact our results of operations and financial condition. Moreover, if a high-profile security breach occurs with respect to

another provider of digital advertising solutions, our clients and potential clients may lose trust in the security of providers

of digital advertising in general, and Display Advertising solutions in particular, which could adversely impact our ability to

retain existing clients or attract new ones.

Additionally, hackers may attempt to fraudulently induce employees, consumers, our clients, our publisher and retail

partners or third-party providers into disclosing sensitive information such as user names, passwords or other information

in order to gain access to our data, our clients’ data or our publisher and retailer partners’ data, which could result in

significant legal and financial exposure and a loss of confidence in the security of our offering and, ultimately, harm to our

future business prospects. A party who is able to compromise the security of our facilities, including our data centers or

office facilities, or any device, such as a smartphone or laptop, connected to our systems could misappropriate our, our

clients’, our publishers and retail partners’ or consumers’ proprietary information, or cause interruptions or malfunctions in

our operations or those of our clients and/or publishers and retailer partners.

We have invested in and expended significant resources to protect against such threats and to alleviate problems caused

by breaches in security and may have to expend additional resources for such purposes in the future.

Our insurance policies may be inadequate or may not be available in the future on acceptable terms, or at all. In addition,

our policies may not cover any claim against us for loss of data or other indirect or consequential damages and defending

a suit, regardless of its merit, could be costly and divert management’s attention.

If we are unable to protect our proprietary information or other intellectual property, our business could be

adversely affected.

Our patents, trademarks, trade secrets, copyrights, and other IP rights are important assets. Various events outside of our

control threaten these rights, and our products, services, and technologies.

For example, effective IP protection may be resource intensive or may not be available in every country in which we

operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential

information to the public.

Third parties may knowingly or unknowingly infringe or challenge our proprietary rights, and our pending and future

trademark and patent applications may not be approved. Although we seek to obtain patent protection for our innovations,

it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we

may not have adequate legal protection for certain innovations or geographies that later turn out to be important.

Furthermore, despite our efforts, the protection obtained may be insufficient or an issued patent may be deemed invalid or

unenforceable.

Additionally, competitors may independently develop our trade secrets, and our protective measures may not prevent

unauthorized use or reverse engineering of our trade secrets or proprietary information.

To protect or enforce our IP rights, we may initiate litigation against third parties, which could be expensive, time-

consuming and divert management’s attention from other business concerns. We may not prevail in any such lawsuits,

and the damages or other remedies awarded, if any, may not be commercially valuable. Any increase in the unauthorized

use of our IP may adversely affect our business, financial condition and results of operations.

Our business may suffer if it is alleged or determined that our technology or another aspect of our business

infringes the intellectual property rights of others.

The online and mobile advertising industries are characterized by the existence of many patents, copyrights, trademarks,

trade secrets and other IP and proprietary rights. Our success depends, in part, upon non-infringement of IP rights owned

by others and resolving infringement or misappropriation claims without major financial expenditures or adverse

consequences. From time to time, we may be the subject of claims that our services, solutions and underlying or

associated technology infringe or violate the IP rights of others, including from entities that seek to monetize intellectual

property through litigation or licensing, particularly as we expand the scope and complexity of our business.

Regardless of any merit of such claims, these claims are time-consuming and costly to evaluate and defend, and the

outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do

and are able to sustain the costs of complex IP litigation to a greater degree and for longer periods of time than we could.

Such infringement claims could subject us to significant liabilities for monetary damages, interfere with or delay our

development, commercialization or provision of our offerings on acceptable terms, harm our reputation or require

technology or branding changes.

In addition, we may be exposed to claims that advertising content violates the IP or other rights of third parties and

although we may have the right of recourse, this may be difficult or costly to enforce. Such claims could be made directly

against us or against the advertising agencies we work with, media networks and exchanges, or publishers and retailers

from whom we purchase advertising inventory.

Under our agreements with larger partners, including advertising agencies, media networks and exchanges, publishers

and retailers, we may be required to indemnify such partners against claims related to advertisements we served. We

generally require our clients to indemnify us for any damages from any such claims, but such clients may not have the

ability to satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or

unsuccessful. As a result, we may be required to satisfy our indemnification obligations to advertising agencies, media

networks and exchanges, publishers and retailers or claims against us with our assets. This could harm our reputation,

business, financial condition and results of operations, and could impact our relationships with partners or clients.

Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our

offerings, could significantly disrupt our operations and cause us to lose clients.

Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures,

including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those

advertisements can be placed in under 100 milliseconds.

Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as

massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements

quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those

advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to

clients and publisher and retail partners, reduce our revenue or otherwise negatively impact our financial situation, impair

our reputation and subject us to significant liability.

Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated earlier than

scheduled, we could experience difficulties and additional expense in arranging for new facilities and support, particularly

given the current competitive nature of the data centers' or cloud providers' market at a worldwide scale, which involves

high demands, low offers and strong pressure from providers to increase prices and diversify their client base. Any steps

we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the

Criteo technology or operations may be expensive and may not be 100% successful in preventing system failures.

Similarly, advancements in machine learning approaches, AI and other technologies may require us to upgrade or replace

essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to

implement.

In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the

expansion of existing client deployments, we may need to increase and update data center hosting capacity, bandwidth,

storage, power or other elements of our system architecture and infrastructure prompt to adapt and meet the continuous

growth of our client base and/or our traffic.

The expansion and improvement of our systems and infrastructure may require us to commit substantial financial,

operational and technical resources, with no assurance that third- party providers will honor such requests or that our

business will increase accordingly. Our existing systems may not be able to scale up in a manner satisfactory to our

existing or prospective clients and may not be adequately designed with the necessary reliability and redundancy of

certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.

Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of

a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance

of our technology and could in turn affect our results of operations.

Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a

variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters,

terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy

needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party

provider earlier than initially scheduled, and malicious human acts, including hacking, computer viruses, malware/

ransomware and other security breaches. Techniques used to obtain unauthorized access or to sabotage systems change

frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate

some of these techniques or to implement adequate preventive measures.

If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn

could interrupt our business and harm our results of operations.

Our inability to use software licensed from third parties, or our use of open source software under license terms

that interfere with our proprietary rights, could disrupt our business.

Our technology platform and internal systems incorporate software licensed from third parties, including open source

software. Although we monitor our use of open source software, the terms of many open source licenses to which we are

subject have not been interpreted by U.S. or foreign courts, and such licenses could be construed in a manner that

imposes unanticipated conditions or restrictions on our ability to provide our technology offering to our clients. In the

future, we could be required to seek licenses from third parties to continue offering our solutions, which licenses may not

be available on acceptable terms, or at all.

Alternatively, we may need to re-engineer our offerings or discontinue certain functionalities provided by our technology. In

addition, the terms of open source software licenses may require us to provide software that we develop using such

software to others on unfavorable terms, such as by precluding us from charging license fees or by requiring us to

disclose our source code. Any such restriction on the use of our own software, or our inability to use open source or third-

party software, could disrupt our business or operations, or delay our development of future offerings or enhancements of

our existing platform, which could impair our business.

Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs

The market price for the ADSs has been and may continue to be volatile or may decline regardless of our

operating performance.

The trading price of the ADSs has significantly fluctuated, and is likely to continue to fluctuate, substantially. The trading

price of the ADSs depends on several factors, including those described in this “Risk Factors” section, many of which are

beyond our control and may not be related to our operating performance. Since the ADSs were sold at our initial public

offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as

$60.95 through December 31, 2025. The market price of the ADSs has fluctuated and may fluctuate significantly in

response to numerous factors, many of which are beyond our control, including:

•actual or anticipated fluctuations in our revenue and other results of operations;

•the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance;

•investor perception of risks in our industry;

•failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial

estimates by any securities analysts who follow our company, or our failure to meet these estimates or the

expectations of investors;

•announcements by us, our competitors or large influential technology companies of significant technical

innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments;

•changes in operating performance and stock market valuations of advertising technology or other technology

companies, or those in our industry in particular;

•investor sentiment with respect to our competitors, business partners or industry in general;

•price and volume fluctuations in the overall stock market, including due to trends in the economy as a whole;

•additional ADSs being sold into the market by us or the Company’s insiders;

•media coverage of our business and financial performance;

•developments in anticipated or new legislation or new or pending lawsuits or regulatory actions;

•other events or factors, including resulting from economic recessions, political conditions, natural disasters or

weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses; and

•any other risks identified in this Form 10-K.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to

affect the market prices of equity securities of many technology companies. Stock prices of many technology companies

have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders have instituted securities class action litigation following periods of market volatility. Because of

the past and the potential future volatility of our stock price, we may become the target of securities litigation in the future.

If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the

attention of management from our business and adversely affect our business.

Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our

results of operations, financial condition, or share price.

We have been, and may in the future be, subject to activities initiated by activist shareholders. We may not always be

successful in engaging constructively with one or more shareholders, and any resulting activist campaign could have an

adverse effect on us. It is possible that responding to actions by activist shareholders could disrupt our business and

operations, be costly or time-consuming, or divert the attention of our Board or senior management. In addition, perceived

uncertainties about our future direction may result in a loss of potential business opportunities and harm our ability to

attract and retain customers, employees and business partners. Any such actions also may cause the market price of our

shares to experience volatility, which could be significant.

We may need additional capital in the future to meet our financial obligations and to pursue our business

objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions

which could compromise our ability to meet our financial obligations and operate and grow our business.

We currently have a senior unsecured Revolving Credit Facility under which we may borrow up to €407 million (or its

equivalent in U.S. dollars) for general corporate purposes, including the funding of business combinations (the "General

RCF").

Maturity of this facility is in September 2027. While we anticipate that our existing cash and cash equivalents and short-

term investments will be sufficient to fund our operations for at least the next 12 months, we intend to continue growing

our business, including through retail media, and as such, we cannot assure that we will be able to generate sufficient

cash flow from operations or that future borrowings will be available under our General RCF in an amount sufficient to

fund, among other things, the capital requirements of retail media, new product development, or our future working capital

needs. If we may need to raise additional capital to fund operations and growth in the future or to finance acquisitions and

adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and

development and sales and marketing efforts, the development of new features or enhancements to our products,

increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive

pressures which could seriously harm our business and results of operations.

Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience

dilution, and the new equity securities could have rights senior to those of our ordinary shares.

The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain,

numerous covenants that limit the discretion of management with respect to certain business matters. These covenants

place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional

indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens. Our credit

agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet

certain financial ratios and tests. To the extent we draw on the General RCF or incur new debt, the debt holders have

rights senior to shareholders to make claims on our assets.

The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an

event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the

related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-

acceleration or cross-default provisions.

Our business could be negatively impacted by the activities of hedge funds or short sellers.

There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short

sellers or similar individuals who may not have the best interests of shareholders or the Company in mind. Reports or

other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in

our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the

underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to

decline. Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may

in fact, divert the attention of our Board and senior management from the pursuit of our business strategies and adversely

affect our business.

We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return

on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the

amount of dividends we are able to distribute.

We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the

In addition, we have used a portion of our available liquidity to repurchase our shares in the past (such repurchases being

limited as per French law in scope (employee incentive purposes or external growth purposes only) and in amount

(notably the Company cannot hold more than 10% of its share capital at any time)), and may continue to do so from time

to time in the future.

In addition, to the extent we pay any dividends or repurchase our shares followed by their cancellation in the future, under

French law, such actions may subject us to additional taxes, which are uncertain and subject to change from time to time.

The determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory

financial statements prepared and presented in accordance with accounting principles generally accepted in France.

Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see

the subsection entitled “French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes

and limitations.

Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S.

dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in

euros, if any. These factors could harm the value of ADSs, and, in turn, the U.S. dollar proceeds that holders receive from

the sale of ADSs.

Because you are not likely to receive any dividends on your ADSs for the foreseeable future, the success of an investment

in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of

their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their

investment.

Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.

Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could

make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition,

provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for

shareholders to effect certain corporate actions. These provisions include, but are not limited to, the following:

•our ordinary shares are in registered form only and we must be notified of any transfer of our shares for such

transfer to be validly registered;

•under French law, certain investments in any entity governed by a French law relating to certain strategic

industries and activities (such as data processing, transmission or storage activities) by individuals or entities not

French, not resident in France or controlled by entities not French or not resident in France are subject to prior

authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-

French Residents" in Item 5 to Part II in this Form 10-K);

•provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to

force out the minority shareholders following a tender offer made to all shareholders are only applicable to

companies listed on a stock exchange of the EU and will therefore not be applicable to us;

•a merger (i.e., in a French law context, a stock-for-stock exchange in which our Company would be dissolved into

the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into

a company incorporated outside of the EU would require the unanimous approval of our shareholders;

•a merger of our Company into a company incorporated in the EU would require the approval of our Board as well

as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at

the relevant extraordinary shareholders' meeting;

•under French law, a cash merger is treated as a share purchase and would require the consent of each

participating shareholder; and

•our shareholders have preferential subscription rights proportionate to their shareholding on the issuance by us of

any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary

general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by ADSs only in accordance

with the provisions of the deposit agreement, as amended from time to time. The deposit agreement provides that, upon

receipt of notice of any meeting of our ordinary shareholders, the depositary will fix a record date for the determination of

ADS holders entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so

request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of

consent or proxy sent by us and (2) a statement on the manner that instructions may be given by the holders.

You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be

able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you

may not know about the meeting far enough in advance to withdraw those ordinary shares.

If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange

to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure

that you can instruct the depositary to vote or to withdraw your ordinary shares so that you can vote them yourself.

If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to

vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to

carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to

exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not

voted as you requested.

Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive

dividends in shares may be limited, which may cause dilution to your holdings.

According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription

rights for these securities proportionally to their shareholding in our Company unless they waive those rights at an

extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder.

However, our ADS holders in the U.S. will not be entitled to exercise or sell such rights unless we register the rights and

the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is

available. In addition, the deposit agreement provides that the depositary will not make rights available to you unless the

distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or

exempted from registration under the Securities Act.

Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the

deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs

does not require registration of any securities under the Securities Act before making the option available to holders of

ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to

endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an

exemption from registration under the Securities Act.

Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and

may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not

distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will

receive no value for these rights.

You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary

shares.

Your ADSs, which may be evidenced by American Depositary Receipts, are transferable on the books of the depositary.

However, the depositary may close its books at any time or from time to time when it deems expedient in connection with

the performance of its duties.

The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of

the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement

of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason

subject to your right to cancel your ADSs and withdraw the underlying ordinary shares.

Temporary delays in the cancellation of your ADSs and your withdrawal of the underlying ordinary shares may arise

because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares

is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares.

In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money

for fees, taxes and similar charges and when it is necessary to prohibit withdrawals to comply with any laws or

governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior

management.

Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of

the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S. As a

result, it may not be possible to serve process on such persons or us in the U.S. or to enforce judgments obtained in U.S.

courts against them or us based on civil liability provisions of the securities laws of the U.S. Additionally, it may be difficult

to assert U.S. securities law claims in actions originally instituted outside of the U.S.

Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate

forums in which to bring such a claim. Even if a foreign court agrees to hear a U.S. securities law claim, it may determine

that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.

Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a

time-consuming and costly process, and procedural rules would still be governed by the law of the jurisdiction in which the

foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain

civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability

provisions. In addition, damages exceeding the actual damages in actions brought in the U.S. or elsewhere, such as

punitive damages, may be unenforceable in France.

The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and

treaties in effect at the time. The U.S. and France do not currently have a treaty providing for recognition and enforcement

of judgments (other than arbitration awards) in civil and commercial matters; therefore, the recognition and enforcement of

any such judgment would be subject to French procedural law and may not be granted.

The rights of shareholders in companies subject to French corporate law differ in material respects from the

rights of shareholders of corporations incorporated in the U.S.

We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws

governing companies incorporated in France. The rights of shareholders and the responsibilities of our Board are in many

ways different from the rights and obligations of shareholders in companies governed by U.S. laws.

For example, in the performance of its duties, our Board is required by French law to consider the interests of our

Company while taking into consideration its social and environmental challenges, its shareholders, its employees and

other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have

interests that are different from, or in addition to, your interests as a shareholder.

General Risk Factors

In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on

advertising, which may expose us to the credit risk of some of our clients and adversely affect our business,

financial condition, results of operations and/or cash flows.

Our business depends in part on worldwide economic conditions and on the overall demand for advertising and the

economic health of advertisers that benefit from our platform. Global economies, including the U.S. and Europe, are being

impacted by adverse economic conditions, including inflation, fluctuating interest rates, recessions, volatility in credit,

equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.

These conditions coupled with geopolitical instability make it difficult for our clients and us to accurately forecast and plan

future business activities, and may result in businesses reducing or delaying advertising spending in general and on a

solution such as ours.

Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving varied

payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic

uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.

If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to

significantly impact, our operating results, financial condition and cash flows.

Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our

As a French technology company, we have benefited from certain tax advantages, linked to IP or research and

developments. The French tax authority may audit these tax incentives and challenge all or part of their benefits. In such a

case, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have an

impact on our results of operations and future cash flows. Furthermore, the tax laws may change, and could remove these

incentives in the future or reduce their benefits.

We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes

or laws, or revised interpretations thereof, that may negatively affect our results of operations.

As a multinational organization operating in multiple jurisdictions, we are subject to taxation in several jurisdictions around

the world with increasingly complex foreign trade regulations, policies and tax laws, the application of which can be

uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the

applicable tax principles and policies, including potential new tariffs, sales taxes, digital taxes, or withholding taxes,

increased tax rates, the OECD-led reforms, potential retaliatory measures by affected jurisdictions, new tax laws or

revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial

results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.

As a public company, we are required to maintain internal controls over financial reporting (“ICFR”) and to report any

material weaknesses in such internal control. In addition, we are required to submit a report by management to the Audit

Committee and external auditors on the effectiveness of our ICFR pursuant to Section 404 of the Sarbanes-Oxley Act

(“SOX”) and our independent registered public accounting firm is required to attest to the effectiveness of our ICFR. If we

identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a

timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to

express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and

completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become

subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities,

which could require additional financial and management resources.

U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign

investment company” for U.S. federal income tax purposes.

A non-U.S. corporation will be considered a passive foreign investment company ("PFIC"), for U.S. federal income tax

purposes, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least

50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable

to assets that produce or are held for the production of passive income. Passive income includes, among other things,

dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such

income and net foreign (non-U.S.) currency gains.

For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a

limited exception under proposed regulations in respect of working capital held in a non-interest bearing financial account

for the present needs of an active trade or business to cover operating expenses reasonably expected to be paid within 90

days. Goodwill and other unbooked intangibles are taken into account and being characterized as either active or passive,

as appropriate; for example, our goodwill associated with active business activity is taken into account as a non-passive

asset.

(3)A U.S. Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S. person for U.S. federal income tax purposes, specifically: (i) an

individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an

association taxable as a corporation for U.S. federal income tax purposes, that is created in, or organized under the law of the United States, any state

thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its

source or whether or not the income is effectively connected with the conduct of a U.S. trade or business; (iv) a trust, the administration of which is

subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of

the trust; or (v) a person that has otherwise validly elected to be treated as a U.S. person under the U.S. Internal Revenue Code of 1986 (as amended).

As the value of our assets for purposes of the above-mentioned PFIC asset test will generally be determined by reference

to the market value of our ADSs, the determination of whether we will be or become a PFIC will depend in large part upon

the market value of our ADSs, which we cannot control.

Accordingly, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current taxable year or

future taxable years. The determination of whether we will be or become a PFIC will also depend, in part, upon the nature

of our income and the valuation of our assets, including goodwill, which are subject to change from year to year.

Moreover, as we have valued our goodwill based on the market value of our ADSs, a decrease in the price of ADSs may

also result in becoming a PFIC. The composition of our income and assets may also be affected by how, and how quickly,

we use our liquid assets.

For purposes of the above-mentioned PFIC tests, we will be treated as if we held our proportionate share of the assets

and received directly our proportionate share of the income of any other corporation in which we directly or indirectly own

at least 25% (by value) of the shares of such corporation.

Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for

the taxable year ended December 31, 2025, and we do not anticipate becoming a PFIC in the current taxable year or the

foreseeable future.

The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis

applying principles and methodologies that are in some circumstances unclear. Since a separate factual determination as

to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure that

we will not be or become a PFIC in the current year or any future taxable year.

If we were to be classified as a PFIC for any taxable year during which a U.S. Holder 3 holds our ADSs, we would continue

to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain

elections, for future years even if we cease to be a PFIC. The U.S. Holder may be subject to adverse tax consequences,

including (1) the treatment of all or a portion of any gain on disposition of our ADSs as ordinary income (and therefore

ineligible for the preferential rates that apply to capital gains with respect to non-corporate U.S. persons), (2) the

application of an interest charge with respect to such gain and on the receipt of certain dividends on our ADSs and (3)

required compliance with certain reporting requirements. Each U.S. Holder is strongly urged to consult its tax advisor

regarding the application of these rules and the availability of any potential elections.

For further information regarding the U.S. federal income tax considerations relevant to our potential status as a PFIC,

please see the section entitled “U.S. Federal Income Tax Considerations for U.S. Holders-PFIC Rules” in this Form 10-K.

If a U.S. Holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S.

federal income tax consequences.

If a U.S. Holder is treated as owning (directly, indirectly, or constructively through attribution) at least 10% of the total value

of our stock or at least 10% of the total combined voting power of all classes of our stock entitled to vote, such person may

be treated as a “United States shareholder” (“U.S. Shareholder”) with respect to each “controlled foreign

corporation” (“CFC”) in our group (if any). A non-U.S. entity treated as a corporation for U.S. tax purposes will constitute a

CFC if one or more such U.S. Shareholders (generally defined as U.S. persons that-directly, indirectly, or constructively

through attribution-own at least 10% of the vote or value of the entity) own in the aggregate more than 50% of the entity’s

total vote or value.

If we are classified as both a CFC and a PFIC (as defined above), we generally will not be treated as a PFIC with respect

to those U.S. Holders that are U.S. Shareholders during the period in which we are a CFC.

We do not believe we are currently a CFC. However, no assurances can be given that we are not a CFC or that we will

not become a CFC in the future. Because our group includes one or more U.S. corporations, certain of our non-U.S.

corporate subsidiaries could be treated as CFCs (regardless of whether or not we are treated as a CFC). A U.S.

Shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of

“Subpart F income,” "net CFC Tested Income,” and investments of earnings in U.S. property by CFCs, regardless of

whether we make any distributions to our shareholders. Subpart F income generally includes dividends, interest, certain

non-active rents and royalties, gains from the sale of securities and income from certain transactions with related parties,

and "net CFC Tested Income” generally consists of net income of the CFC, other than Subpart F income and certain other

types of income, in excess of certain thresholds. In addition, a U.S. shareholder that realizes gain from the sale or

exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital

gain.

Failure to comply with such reporting requirements could result in adverse tax effects for U.S. Shareholders and

potentially significant monetary penalties. An individual that is a U.S. Shareholder with respect to a CFC generally would

not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. Shareholder that is a U.S.

corporation.

The determinations of CFC status and U.S. Shareholder status are complex and includes attribution rules, the application

of which are not entirely certain. We cannot provide any assurances that we will assist investors in determining whether

any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is a U.S. Shareholder, or that we will furnish

to any U.S. Shareholders information that may be necessary to comply with the aforementioned obligations. A U.S. Holder

should consult its advisors regarding the potential application of these rules to an investment in our ADSs.

Risks Related to Our Conversion

We expect to incur additional costs in connection with the Conversion and management attention may be

diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty

associated with the Conversion.

We expect to incur additional direct and indirect costs as a result of the Conversion. For example, absent a favorable tax

ruling from the Japanese tax authorities to confirm that the contribution of the Company’s interests in certain subsidiaries

to Criteo’s French branch in connection with the Conversion will not be taxable, the Company could incur additional tax

liabilities in Japan. The Company operates in multiple jurisdictions, and other indirect tax costs are expected to be

incurred in jurisdictions in which Criteo has subsidiaries. Following the Conversion, we will hold meetings of the Board and

annual general meetings of shareholders in Luxembourg. We also expect to increase our presence in Luxembourg and

incur costs and expenses, including professional fees, to comply with Luxembourg corporate, tax and other laws and

regulations. In addition, we expect to incur attorneys’ fees, accountants’ fees, other advisors’ fees, filing fees, mailing

expenses and financial printing expenses in connection with the Conversion, even if it is not approved or completed. The

Conversion may also divert the attention of our management and employees from our operating business and increase

other administrative costs and expenses.

Further, though Criteo as a Luxembourg public limited liability company (“Lux Criteo”) will carry on the business currently

conducted by Criteo S.A., a French public limited liability company (“French Criteo”), certain relationships, including with

employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders,

may be subject to disruption due to uncertainty associated with the Conversion, contractual termination, default,

acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of

the Conversion or potentially negative publicity resulting from the Conversion, any of which could adversely affect our

business and operations.

As a Luxembourg company, we may incur additional operating, accounting and audit costs. The Company will be required

to appoint and bear the cost of a statutory auditor (réviseur d’entreprises agréé) to audit its standalone annual accounts,

which will be prepared in accordance with Luxembourg GAAP, and its consolidated financial statements. The Company

intends to seek approval from the Luxembourg Ministry of Justice to prepare and file its statutory consolidated financial

statements under GAAP, rather than International Financial Reporting Standards(“IFRS”) as adopted by the EU, given its

listing on a regulated U.S. stock exchange. The audited standalone and consolidated financial statements will be filed with

the Luxembourg Business Register. In addition, the Company will prepare consolidated financial statements under GAAP

for SEC reporting purposes. In the event that the Company ceases, in the future, to prepare its consolidated financial

statements in accordance with GAAP, the Company will instead be required to prepare, have audited, and file

consolidated financial statements in accordance with IFRS as adopted by the EU with the Luxembourg Business Register.

Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the

Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof,

could materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of

the Conversion or otherwise materially and adversely affect our business, results of operations and financial

condition.

We may be the subject of legislative, regulatory, administrative, shareholder or third party action in connection with or as a

result of the Conversion. Any such action may seek or result in delaying, hindering, impeding, preventing, rescinding or

nullifying the Conversion. We are subject to a wide variety of French, EU and U.S. securities laws, rules, regulations and

policies. There can be no assurance that such laws, rules, regulations and policies or the interpretations thereof (including

through enforcement priorities, executive orders and investigations) will not be changed or implemented in connection with

or as a result of the Conversion or otherwise. Such changes or implementations could materially delay or prevent the

Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion or otherwise materially and

adversely affect our business, results of operations and financial condition. In addition, as a Luxembourg company

following the Conversion, we will be required to comply with numerous Luxembourg laws and regulations, and we may

incur costs and divert management attention as we seek to ensure compliance with a changing regulatory regime.

The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay

the Conversion.

Completion of the Conversion is conditional, among other things, upon the satisfaction or waiver of certain conditions,

which include the receipt of shareholder approval. There can be no assurance that these conditions will be fulfilled or that

the Conversion will be completed. Further, we may abandon or defer the Conversion at any time up to three days prior to

the General Meeting, which, for example, could be the result of an increase in our estimated cost of the Conversion or

determination that the Conversion may not result in the benefits we expect and a determination by the Board that the

Conversion is no longer in the best interests of our shareholders.

Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of

our domicile from Luxembourg to the United States (“the Merger”).

It is contemplated that the terms of the Merger would be submitted to the Company’s work council established at the level

of the Criteo Economic and Social Unit (Unité Economique et Sociale), in the context of the information and consultation

process required under French law, and would be presented for shareholder approval at a later time following the

completion of the Conversion. The Board may decide not to pursue the Merger if it does not deem it to be in the best

interests of the Company and its shareholders, or we may be delayed in or fail to complete the Merger for numerous other

reasons, including changes in applicable law or general or specific economic or political conditions, the impact of any legal

proceedings, costs being greater than anticipated or other factors that may not be foreseeable. As a result, we may

operate as a Luxembourg company for longer than expected or permanently.

The market for our shares may fluctuate as a result of the Conversion.

The U.S. stock market in general has been, and the market for our shares is, subject to fluctuation, whether due to, or

irrespective of, our operating results and financial condition. We currently list our ADSs on Nasdaq. In connection with the

Conversion, we intend to list Lux Criteo’s ordinary shares on Nasdaq under the ticker symbol “CRTO”. We cannot predict

the prices at which the ordinary shares of Lux Criteo may trade after the Conversion, or whether the trading price of our

ADSs absent the Conversion would have been lower, higher or the same. In addition, if the trading market for the ordinary

shares of Lux Criteo cannot be sustained or is lower than that of our ADSs, it could increase our share price volatility.

Should the market price of our shares drop significantly, shareholders may institute securities class action lawsuits against

us. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our

management and other resources.

Our tax position could be adversely impacted by changes in tax laws in various jurisdictions.

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or

enforcement thereof by the tax authorities in France, Luxembourg, the United States or other jurisdictions following the

Conversion. Any future amendments to the current income tax treaties between Luxembourg and other jurisdictions,

including the United States, could subject us to increased taxation and potentially significant expense. We cannot assure

you that the Conversion will eliminate the risk that these changes, if made, will apply to us.

Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to

U.S. Holders of Lux Criteo ordinary shares.

If Lux Criteo will be (or its predecessor French Criteo is or was) a PFIC for any taxable year (or portion thereof) that is

included in the holding period of a U.S. Holder, such U.S. Holder may be subject to adverse U.S. federal income tax

consequences and additional reporting requirements. Following the Conversion, assuming that the Conversion qualifies

as a reorganization within the meaning of Section 368(a)(1)(F) of the U.S. Tax Code, Lux Criteo will be treated as the

successor to French Criteo for U.S. federal income tax purposes, and for the taxable year that includes the Conversion

and subsequent taxable years, the PFIC asset and income tests will be applied based on the assets and activities of the

combined business. Based on the anticipated timing of the Conversion and the anticipated assets and income of the

combined company, Lux Criteo is not expected to be a PFIC for the taxable year ending December 31, 2025 or

subsequent taxable years. Because Lux Criteo’s PFIC status for any taxable year is an annual factual determination that

can be made only after the end of such taxable year, there can be no assurance regarding Lux Criteo’s PFIC status for its

current taxable year or any future taxable year.

For a more detailed discussion of the PFIC rules and the risks and tax consequences of PFIC classification to U.S.

Holders of Lux Criteo, please see the section entitled “U.S. Federal Income Tax Considerations — PFIC Considerations.”

U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to holders of Lux Criteo ordinary

shares.

After the Conversion, if we declare and pay dividends, dividends you receive will generally be subject to

Luxembourg dividend withholding tax.

We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the

If we do decide to declare and pay dividends following the Conversion, dividend withholding tax (currently at a rate of

15%) may arise in respect of dividends paid on shares of Lux Criteo. A Luxembourg withholding tax levied at a rate of 15%

is due on dividends and distributions assimilated thereto to Lux Criteo’s shareholders. Certain exemptions or reductions in

the withholding tax may apply, but it will be up to the holders of Lux Criteo shares to claim any available refunds from the

Luxembourg tax authority. Lux Criteo will be required to withhold at such rate from distributions to the shareholder and to

pay such withheld amounts to the Luxembourg tax authorities. For more information on the taxation implications, see

“Luxembourg Tax Considerations.” Criteo recommends that each shareholder consult his or her own tax advisor as to the

tax consequences of holding shares in and receiving share capital, share premium and dividend payments from Lux

Criteo.

The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate.

We cannot provide any assurance as to what our worldwide effective tax rate will be after the Conversion because of,

among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the

future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and

that variation may be material.

We will be subject to various Luxembourg taxes as a result of the Conversion.

Although we do not expect Luxembourg taxes to materially affect our worldwide effective corporate tax rate, we will be

subject to additional corporate taxes in Luxembourg as a result of the Conversion. Luxembourg imposes corporate income

tax plus municipal business tax and surcharges for Luxembourg resident companies at an effective tax rate, currently, of

23.87% (for companies registered in Luxembourg City). We also will be subject to Luxembourg net wealth tax at the rate

of 0.5% levied on the net assets of Lux Criteo. Certain exemptions, either under domestic law or under an applicable tax

treaty, may apply in respect of income and gains from certain assets. Namely, Luxembourg tax law provides for a

participation exemption regime pursuant to which (a) dividends and capital gains derived from qualifying participations are

exempt from income tax and municipal business tax and (b) shares in qualifying participations are exempt from net wealth

tax. Moreover, under the tax treaty concluded between Luxembourg and France, (i) profits of Lux Criteo that are allocable

to a permanent establishment it maintains in France are exempt from Luxembourg income tax and municipal business tax

and (ii) assets of Lux Criteo that are held through a permanent establishment in France are exempt from net wealth tax.

There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg.

If the Company does not maintain sufficient presence in Luxembourg, the Luxembourg tax authorities may not be willing

to confirm that the Company is a tax resident of Luxembourg. In such case, the Company may not be entitled to tax treaty

benefits. In addition, a foreign jurisdiction may claim the right to tax Lux Criteo as if it were a tax resident of that foreign

jurisdiction, and ultimately double taxation may result. Moreover, if the Company does not maintain sufficient presence in

Luxembourg and fails to ensure that its central administration is in Luxembourg, certain additional consequences may

apply pursuant to Luxembourg law, including judicial dissolution upon request of the Luxembourg public prosecutor.

Certain of your rights as a shareholder will change as a result of the Conversion.

The completion of the Conversion will change the governing law that applies to Criteo from French law to Luxembourg

law. Many of the principal attributes applicable to our shares will be similar. There are, however, differences between your

rights under Luxembourg law and under French law, and there are differences between the French By-Laws and the

proposed articles of association of Lux Criteo (the “Lux Articles”), that will apply to us after we convert into a Luxembourg

company. We discuss these differences under “Comparison of Rights of Shareholders.”

As a Luxembourg company following the Conversion, we face legal requirements and limitations on company

governance and actions which may negatively impact our ability to manage the company and respond to market

Following the Conversion, we will be subject to Luxembourg law and regulations. Certain legal limitations and regulatory

requirements may impose constraints on how we operate and actions we may undertake, including restrictions related to

corporate governance, financial reporting, tax obligations and compliance with EU directives and regulations. Luxembourg

law further imposes specific requirements regarding the structure and governance of companies which could limit flexibility

in decision-making or lead to increased operational complexity.

The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to

require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the

Company subject to meeting certain criteria.

The Lux Articles will include a provision enabling an acquiring person or group of persons acting in concert to require the

sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company (provided that

the Board with at least a two-thirds majority of the directors present or represented recommends to the Company’s

shareholders that they accept the offer) if, during a specified offer period of at least one month, theofferor acquires a

number of shares which, together with the shares already owned by such offeror prior to the offer, represents at least 95%

of the shares of Lux Criteo in issue. Such sale must be made on the same terms and subject to the same conditions as

the offer for all shareholders.

This provision may require certain shareholders to sell their shares at a price and time, and pursuant to a process,

determined in accordance with the Lux Articles, which may not reflect the value and terms on which all shareholders

would like to sell.

Enforcement of this provision requires adherence to procedural requirements as set forth in the Lux Articles, some of

which may be complex, and shareholders may challenge an offeror who attempts to enforce this provision. There can be

no assurance that this provision will be enforceable by an offeror without delay or complication, without incurring additional

costs or at all.

Our ability to pay dividends will be restricted under Luxembourg law following the Conversion.

We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the

If we do decide to declare and pay dividends following the Conversion, our ability to do so will be limited by Luxembourg

law, which requires the availability of sufficient profits and other reserves (including share premium) being available for

distribution.

Following the Conversion, subject to the requirements of Luxembourg law and the Lux Articles, the allocation of the

balance of annual net profits will be determined at the general meeting of shareholders, which shareholders may decide to

pay as a dividend, transfer to a reserve account or carry forward. Interim dividends may be distributed by the Board at any

time, subject to the requirements of Luxembourg law and the Lux Articles. As permitted by Luxembourg law, the Lux

Articles authorize the declaration of dividends more frequently than annually (i.e., interim dividends) so long as the amount

of such interim dividends does not exceed the profits made since the end of the last financial year for which the annual

accounts have been approved, if any, increased by profits carried forward and distributable reserves, and reduced by

losses carried forward and sums to be allocated to a legal reserve allocated from our net profits.

Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S.

corporation, which could adversely impact the trading of our ordinary shares and our ability to pursue equity

financings.

The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law will be different

from those applicable to a corporation incorporated in the United States. In addition, the laws governing the securities of

Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and

regulations in respect of corporate governance matters may not be as protective nor offer the same level of protection for

minority shareholders as state corporation laws do in the United States. For example, neither the Lux Articles nor

Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions

(but shareholders will have, subject to certain procedures and conditions, the right to transfer their shares to the Company

for adequate cash compensation in connection with specific transactions governed by Title X (Restructurings), Chapter II

(Mergers), Section 5 (European-cross border mergers), Chapter III (Divisions), Section 4 (European cross-border

divisions) and Chapter VI (Cross-border conversions), Section 2 (European cross-border conversions) of the Luxembourg

Company Law) that may otherwise be available to shareholders under certain U.S. state laws. Therefore, our

shareholders may find it more difficult or challenging to protect their interests in connection with actions taken by our

directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the

United States. As a result, the trading of our ordinary shares and our ability to pursue equity financings could be adversely

impacted.

Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may

suffer dilution of their shareholding in the event of future share issuances.

The Company’s shareholders are being asked to consider and vote on a proposal to adopt the Lux Articles which will

authorize the Board to limit or withdraw shareholders’ preferential subscription rights otherwise provided by Luxembourg

Company Law to the extent the Board deems such limitation or withdrawal advisable for any issuance or issuances of

ordinary shares within the scope of our authorized share capital for a period of five years from the date of the Constat

Deed passed by the Luxembourg notary for the Conversion.

Any issuances of ordinary shares may be issued above, at or below market value as well as by way of incorporation of

available reserves (including, among other things, a share premium). In addition, a shareholder may not be able to

exercise the shareholders’ preferential right on a timely basis or at all, unless the shareholder complies with the

requirements set forth under Luxembourg law and applicable laws in the jurisdiction in which the shareholder is resident,

particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event

of future share issuances. Moreover, in the case of an increase in capital by a contribution in kind, no preferential rights of

the existing shareholders exist.

Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other

employees.

Following the Conversion, we will be a Company organized under the law of Luxembourg. Certain of our directors and

members of senior management, and those of certain of our subsidiaries, are non-residents of the United States, and all

or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it

may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S.

courts against them or us based on civil liability provisions of the securities laws of the United States.

As there is no treaty in force governing the reciprocal recognition and enforcement of judgments in civil and commercial

matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically

recognize and enforce a final judgment rendered by a U.S. court. A valid final, non-appealable and conclusive judgment

against a company incorporated and existing in Luxembourg obtained from a court of competent jurisdiction in the United

States remains in full force and effect after all appeals as may be taken in the relevant state or federal jurisdiction with

respect thereto have been taken, may be entered and enforced through a court of competent jurisdiction of Luxembourg,

subject to compliance with the enforcement procedures (exequatur) set out in the relevant provisions of the Luxembourg

New Code of Civil Procedure (Nouveau Code de Procédure Civile) and Luxembourg case law, being:

•the judgment of the U.S. court is final and enforceable (executoire) in the United States;

•the U.S. court had indirect jurisdiction over the subject matter leading to the judgment (that is, there was a

distinctive link between the U.S. court and the subject matter and the U.S. court did not infringe upon the

exclusive jurisdiction of the Luxembourg courts);

•the trial leading to the judgment of the U.S. court was fair (that is namely the counterparty had the opportunity to

appear and, if it appeared, to present a defense), the decision of the foreign court must not have been obtained by

fraud, but in compliance with the rights of the defendant;

•the judgment of the U.S. court does not contravene Luxembourg international public policy; and

•the U.S. court proceedings were not of a criminal or tax nature.

Subject to the above conditions, Luxembourg courts currently do not review the merits of judgments rendered by the U.S.

courts even though there is no statutory prohibition of such review.

In case of court proceedings in a Luxembourg court, the Luxembourg court may require that the judgment obtained in a

U.S. court and the enforcement of which is sought in Luxembourg be translated into French, German or Luxembourgish.

If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules, Luxembourg courts may

refuse to apply the designated law (i) if the choice of such foreign law was notbona fide, (ii) if the foreign law was not

pleaded and proved or (iii) if pleaded and proved, such foreign law was contrary to mandatory Luxembourg laws or

incompatible with Luxembourg public policy (ordre public). In an action brought in Luxembourg on the basis of U.S. federal

or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought. Also, an

exequatur may be refused in respect of punitive damages.

Furthermore, in the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation

expressed to be payable in a currency other than euro, a Luxembourg court would have power to give a judgment

expressed as an order to pay a currency other than euro. However, enforcement of the judgment against any party in

Luxembourg would be available only in euro and for such purposes all claims or debts would be converted into euro.

Under Luxembourg law, contractual provisions allowing the service of process against a party to a service agent could be

overridden by Luxembourg statutory provisions allowing the valid serving of process against a party in accordance with

applicable laws at the domicile of the party.

The Lux Articles will contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim

in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits

against us or any of our directors, officers or other employees.

The Lux Articles will provide that the competent courts in the Grand Duchy of Luxembourg will be the exclusive forum for

any disputes arising out of or in connection with the Lux Articles, notably (i) any derivative action or proceeding brought on

behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director, officer

or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim

arising pursuant to any provision of the Luxembourg Company Law, or (iii) any action or proceeding asserting a claim or

otherwise related to the affairs of the Company. However, the foregoing will explicitly not apply to (x) suits brought to

enforce any liability or duty created by the Exchange Act or the rules and regulations promulgated thereunder or any other

claim for which the U.S. federal courts have exclusive jurisdiction and (y) any complaint asserting a cause of action arising

under the Securities Act, for which the federal district courts of the United States of America will, to the fullest extent

permitted by law, be the sole and exclusive forum for the resolution thereof unless the Company consents in writing to the

selection of an alternative forum. The exclusive forum provisions in the Lux Articles will not relieve us of our duties to

comply with U.S. federal securities laws and the rules and regulations thereunder and, accordingly, actions by our

shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be

brought in U.S. federal courts. Our shareholders will not be deemed to have waived our compliance with these laws, rules

and regulations.

The exclusive forum provisions in the Lux Articles may limit a shareholder’s ability to bring a claim in a judicial forum of its

choosing for disputes with the Company or its directors, officers or other employees, which may discourage lawsuits

against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the Grand Duchy

of Luxembourg or in the federal district courts of the United States could face additional litigation costs in pursuing any

such claim, particularly in case they do not reside in or near such respective jurisdictions. The court in the designated

forum under our exclusive forum provisions may also reach different judgments or results than would other courts,

including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be

adverse to our shareholders. Further, the enforceability of similar exclusive forum provisions in other companies’

organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our

exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of

actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or

unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

Even if a Luxembourg or other foreign court agrees to hear a U.S. securities law claim, it may determine that the law of

the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found

to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly

process, and procedural rules would still be governed by the law of the jurisdiction in which the foreign court resides.

Furthermore, Luxembourg law does not recognize a shareholder’s right to bring a derivative action on behalf of the

Company, except in limited cases. Minority shareholders holding securities entitled to vote at the general meeting and

holding at least 10.0% of the voting rights of the Company may bring an action against the directors on behalf of the

Company. Minority shareholders holding at least 10.0% of the voting rights of the Company may also ask the directors

questions in writing concerning acts of management of the Company or one of its subsidiaries, and if the Company fails to

answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or

more experts instructed to submit a report on these acts of management.

Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S.

insolvency laws.

Following the Conversion we will be subject to Luxembourg insolvency laws in the event any insolvency proceedings are

initiated against us including, among other things, Council Regulation (EC) No. 2015/848 of May 20, 2015, on insolvency

proceedings (recast), as amended. Should courts in another European country determine that they have jurisdiction over

us, such courts may apply the insolvency laws of that country in accordance with and subject to such EU regulations.

Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection

than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could

expect to recover in a liquidation under U.S. insolvency laws.