NIQ Global Intelligence plc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective for the years ended December 31, 2023 and 2022 as a result of the material weakness in internal control over financial reporting described below.

Previously Reported Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our Prospectus, management has an unremediated material weakness related to the design and operation of internal controls over financial reporting related to certain aspects of the application of purchase accounting for acquisitions. Specifically, internal controls were not designed and maintained effectively with regard to: (i) the allocation of goodwill and certain identifiable assets to foreign subsidiaries, which has an impact on currency translation or remeasurement of such balances stated in the consolidated financial statements, and (ii) conforming of GAAP and accounting policies of acquired entities to that of the Company.

Remediation Plan for Material Weakness

Since the identification of this material weakness, management has designed and implemented new internal controls to remediate this issue. These include enhanced review procedures and improved documentation protocols related to the accounting as noted above. While we believe these efforts will improve our internal controls and address the underlying causes of the material weakness, such material weakness will not be remediated until our remediation plan has been fully implemented and we have concluded that our controls are operating effectively for a sufficient period of time. We cannot assure you that the measures we have implemented to date, and the measures that we are continuing to implement, will be sufficient to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting on a timely basis or that they will prevent or avoid potential future material weakness. Additionally, our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.

Changes in Internal Control over Financial Reporting

In addition to the design and implementation of new controls in response to the previously reported material weakness related to the application of purchase accounting for acquisitions, there were additional changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

These changes include the Company migrating several key financial reporting and operational processes to an offshore shared service team as part of a broader transition to a centralized hub operating model. This included shifting responsibilities related to transaction processing, general ledger activities and certain reconciliation procedures from onshore and local regions to offshore resources. To maintain adequate oversight into these operations, management implemented a new secondary management review control. This constitutes a material enhancement to the control environment, supporting the accuracy and completeness of financial reporting data processed by the offshore teams.

To further strengthen the Company’s control environment, management expanded its workforce by onboarding a significant number of new personnel within the centralized location. This hiring initiative was designed to ensure adequate staffing levels to support critical operating activities, reduce reliance on dispersed teams and promote consistent application of controls across the organization.

Additional organizational and procedural changes included revised control ownership, standardized workflows, and transition to a centralized SAP platform. Management continues to monitor and assess the design and operating effectiveness of these updated controls as part of its ongoing internal control monitoring process.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.