Criteo S.A.

Note 18 – Other Current Assets

The following table shows the breakdown in other current assets net book value for the

presented periods:

Annex C-51

Note 19 – Cash and Cash Equivalents

Consolidated Statement of the Financial Position

The following table presents for each reported period, the breakdown of cash and cash

equivalents:

The short-term investments included investments in money market funds and interest–bearing

bank deposits which met IFRS 7 — Statement of Cash Flow criteria: short-term, highly liquid

investments, for which the risks of changes in value are considered to be insignificant.

Interest-bearing bank deposits are considered level 2 financial instruments as they are

measured using valuation techniques based on observable market data. For the cash and cash

equivalents, the fair value approximates the carrying amount, given the nature of the cash and

cash equivalents and the maturity of the expected cash flows.

Consolidated Statement of Cash Flow

The breakdown of cash & cash equivalents presented in the Consolidated Statement of Cash

Flow can be reconciled with the financial statement position as follows:

Annex C-52

Note 20 – Common shares

The Group manages its capital to ensure that entities in the Company will be able to continue as

a going concern while maximizing the return to shareholders through the optimization of the

debt and equity balance.

Our capital structure consists of financial liabilities (net debt) and equity (issued capital,

reserves, retained earnings and non-controlling interests).

The Group is not subject to any externally imposed capital requirements.

Change in Number of Shares

(1) Approved by the Board of Directors on April 25 and December 5, 2024

(2) Approved by the Board of Directors on December 8, 2025

Annex C-53

Note 21 – Earnings Per Share

Basic Earnings Per Share

The Group calculates basic earnings per share by dividing the net income for the period

attributable to shareholders of the Parent company by the weighted average number of shares

outstanding.

Diluted Earnings Per Share

Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based

compensation plans. There were no other potentially dilutive instruments outstanding as of

December 31,2025,2024 and 2023. Consequently all potential dilutive effects from shares are

considered.

For each period presented, a contract to issue a certain number of shares (i.e., stock options

and nonemployee warrants) was assessed as potentially dilutive, if it was “in the money” (i.e.,

the exercise or settlement price is lower than the average market price).

Annex C-54

Note 22 – Employee Benefits

Defined Benefit Plans

According to the French law and the Syntec Collective Agreement, French employees are

entitled to compensation paid on retirement, equal to up to twelve months of their salary based

on term of employment.

The following table summarizes the changes in the projected benefit obligation:

The Company does not hold any plan assets for any of the periods presented.

The reconciliation of the changes in the present value of projected benefit obligation with the

Consolidated Statement of Income for the presented periods is illustrated in the following table:

The main assumptions used for the purposes of the actuarial valuations are listed below:

Annex C-55

Defined Contribution Plans

The Company also provides qualified defined contribution plans primarily in France, the United

States, and the United Kingdom. The most significant of these plans is the 401(k) Plan, which

covers eligible U.S. employees. Employees can contribute to the plans a specified percentage

of their eligible compensation, subject to matching contributions from the Company on behalf of

the eligible employee. The following table shows the Company's agreed contributions, reported

in the Consolidated Statement of Operations for the period.

Note 23 – Financial Liabilities

The Company holds derivative financial instruments in order to manage and reduce exposure to

the risk of exchange rate fluctuations.

The changes in current and non-current financial liabilities during the periods ended December

31, 2025 are illustrated in the following schedules:

Annex C-56

We are party to several revolving credit facilities with third-party financial institutions. Our loans

and RCF agreements are presented in the table below:

The Bank Syndicate Revolving Line of Credit (RCF) is an unsecured sustainability-linked facility,

subject to financial and nonfinancial covenants linked to our sustainability goals. As of year-end

December 31, 2025, and 2024, we were in compliance with the required covenants.

On November 17, 2023, we updated certain terms of our €407.0 million syndicated credit facility

to a €407.0 million sustainability-linked credit facility, the framework for which was provided for

in the initial credit facility agreement. Certain terms and conditions of the amended credit facility

are now linked to our sustainability goals to increase the representation of women in tech roles

and reduce our GHG emissions, while the rest of the credit facility agreement remains

unchanged.

As of December 31, 2025, and 2024, no amounts have been drawn or are outstanding under

the revolving credit facility.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP

Paribas and LCL with an authorization to draw up to a maximum of€21.5 million in the

aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2025, we

had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities

bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these

facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to

terminate such facilities on short notice.

Annex C-57

Note 24 – Net debt

The company net debt is calculated by offsetting the cash and cash equivalents from the

financial liabilities.

As shown innote 6 and 19, the market risk is monitored by management, who define the

management policy regarding the consolidated net debt in terms of liquidity, interest rates,

exchange rates and counterparty risk for the upcoming months and analyzes the previous

events (realized transactions, financial results).

The following tables show the maturity and allocation by currency of our financial liabilities and

cash and cash equivalents.

Net debt by maturity

Net debt by currency

Annex C-58

Note 25 – Contingencies

The change in contingencies is detailed in the following table:

Legal and Regulatory Matters

Following a complaint from Privacy International against a number of advertising technology

companies with certain data protection authorities, including in France, France's Commission

Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January

2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged

European Union's General Data Protection Regulation ("GDPR") violations but reduced the

financial sanction against Criteo from the original amount of€60 million ($70.5 million) to

€40 million ($47.0 million). Criteo issued the required sanction payment during 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 French Council of

State (Conseil d’Etat).

As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al.

in the US District Court for the Northern District of California) alleging violations of various state

and federal laws. In the third quarter of 2025, the Company agreed to settle the matter for

$7.0 million, subject to court approval. In January 2026, the court denied approval of the

proposed settlement.

The Company continues to engage in discussions with the plaintiffs and GoodRx to address the

Judge’s requests and re-file the settlement agreement. Based on management's assessment of

the underlying facts and circumstances, including the status of settlement discussions and the

indemnification arrangement with GoodRx, the Company recognized an estimated probable loss

$7.0 million (€6.0 million) within “Contingencies-current portion” as of December 31, 2025.

GoodRx has agreed to indemnify Criteo for$5.5 million (€4.7 million) in connection with this

matter, and the Company recognized an indemnification receivable of$5.5 million (€4.7 million)

within “Prepaid expenses and other current assets”. The resulting estimated net probable loss of

Annex C-59

$1.5 million (€1.3 million) was recognized within “General and administrative expenses” in the

Company’s consolidated statement of operations for the year ended December 31, 2025. The

results of legal proceedings are inherently uncertain and it is reasonably possible that the

ultimate loss may differ from our estimate.

On July 9, 2025, a putative class action was filed against the Company, CVS and others in the

U.S. District Court for the Central District of California, alleging violations of various laws

regarding sensitive health and personal information. On October 27, 2025, the action was

dismissed with respect to the Company. On November 7, 2025, a second amended putative

class action complaint was filed against the Company, CVS and others in the U.S. District Court

for the Central District of California, again alleging violations of various laws regarding sensitive

health and personal information. The plaintiffs seek damages and injunctive relief. We dispute

the allegations of wrongdoing and intend to defend ourselves vigorously in these matters. On

January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are

currently engaged in mediation.

On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in

the U.S. District Court for the District of Delaware. The complaint was served to the Company

on October 21, 2025. The plaintiffs seek damages and injunctive relief. We dispute the

allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

Non income tax risks

During the year ended December 31, 2025, management reassessed the provision related to

certain non-income tax matters, reducing the balance from€29.9 million to€18.7 million. These

risks were initially identified and recognized as part of the Iponweb Acquisition in 2022. In

accordance with the purchase agreement relating to the acquisition, the Company is indemn ified

against specific tax risks, and as such, an indemnification asset has been recorded. The

indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated

statement of financial position.

Note 26 – Other current liabilities

Other current liabilities are presented in the following table:

Annex C-60

Accounts payable relating to capital expenditures are primarily related to the purchase of

datacenter equipment.

Note 27 – Commitments and contingencies

Purchase Obligations

As of December 31, 2025, the Group had€58.2 million of other non-cancellable contractual

obligations, primarily related to software licenses, maintenance and bandwidth for the servers.