Criteo SA (CRTO) Risk Analysis

Provisions contained in the Lux Articles and Luxembourg corporate law could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. These provisions include, but are not limited to, the following: - extraordinary shareholder decisions, including to approve mergers, require a two-third majority of the votes cast at a duly convened shareholders' meeting where the applicable quorum requirements are met (i.e., at least one half of the share capital with the right to vote is present or represented at a duly convened first meeting or, if such quorum is not reached, at least one-third of the share capital with the right to vote is present or represented a duly convened second meeting);- shareholder decisions cannot be made by written circular form, shareholders can exercise their voting rights at shareholders' meetings;- pursuant to the Lux Articles, in order for an acquiring person or group of persons acting in concert to require the sale of all remaining Ordinary Shares following an offer for the acquisition of all shares in the Company, the Board of Directors with at least a two-thirds majority of the directors present or represented must recommend to the Company's shareholders that they accept the offer, and during a specified offer period of at least one month the offer or must acquires a number of shares which, together with the shares already owned by such offer or prior to the offer, represents at least 95% of the Ordinary Shares in issue; and - shareholders who oppose certain merger transactions that would result in their acquisition of shares in a company governed by the laws of a EU member state other than the Grand Duchy of Luxembourg would have the right to instead transfer their shares to the merging companies, the remaining shareholders of the merging companies or third parties (in agreement with the merging companies) for adequate cash compensation, subject to certain procedures and conditions.

The Lux Articles include a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of 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, the offeror 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 otherwise be willing 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.

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.

According to Luxembourg law, if we issue additional securities for cash, current shareholders will have preferential subscription rights for these securities proportionally to their shareholding in the Company unless such rights are limited or withdrawn by resolution of an extraordinary general meeting of shareholders (adopted with a quorum of at least half of the issued share capital and a two-thirds majority of the votes validly cast) or to the extent the Board deems such limitation or withdrawal advisable for any issuance within the scope of our authorized share capital for a period of five years from the effective time of the Conversion. 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 U.S. 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. Participation in such preferential subscription rights will further be subject to applicable securities laws, which may in some cases restrict a shareholder's participation or require us to register such issuances under the Securities Act or for shareholders to rely on an exemption from such registration, if available.

The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the U.S. In addition, the laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the U.S., 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 U.S. For example, neither the Lux Articles nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions 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 U.S. As a result, the trading of our Ordinary Shares and our ability to pursue equity financings could be adversely impacted.

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. 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 Ordinary Shares, the determination of whether we will be or become a PFIC will depend in large part upon the market value of our Ordinary Shares, which we cannot control. Accordingly, fluctuations in the market price of our Ordinary Shares 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 Ordinary Shares, a decrease in the price of Ordinary Shares 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. Holder1 holds our Ordinary Shares, 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 Ordinary Shares 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 Ordinary Shares 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 our most recent Annual Report on 10-K.

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. 1 A U.S. Holder is (1) a legal and/or a beneficial owner of our Ordinary Shares 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). 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 Ordinary Shares.

The Lux Articles 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 does 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 are, to the fullest extent permitted by law, 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 do 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 U.S. 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.

The Company is organized under the laws of Luxembourg. 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. As there is no treaty in force governing the reciprocal recognition and enforcement of judgments in civil and commercial matters between the U.S. 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 U.S. 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: (i)the judgment of the U.S. court is final and enforceable (executoire) in the U.S.;(ii)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);(iii)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;(iv)the judgment of the U.S. court does not contravene Luxembourg international public policy; and (v)the U.S. court proceedings were not of a criminal or tax nature. Subject to the above conditions, Luxembourg courts do currently 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 not bona 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.

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 Ordinary Shares 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.

We have never declared or paid any cash dividends on our Ordinary Shares (including those previously represented by our ADSs) and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic. If we do decide to declare and pay dividends, dividend withholding tax (currently at a rate of 15%) may arise in respect of dividends paid on our Ordinary Shares. A Luxembourg withholding tax levied at a rate of 15% is due on dividends and distributions assimilated thereto to Criteo's shareholders. Certain exemptions or reductions in the withholding tax may apply, but it will be up to the holders of Criteo shares to claim any available refunds from the Luxembourg tax authority. 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 within eight days following the distribution. Criteo recommends that each shareholder consults 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 Criteo. In addition, we have used a portion of our available liquidity to repurchase our shares in the past, and we may continue to do so from time to time in the future. Any such repurchases we make will be limited by Luxembourg law and our articles of association (the "Lux Articles"). In particular, such repurchases must be made within the limits of the shareholder authorization set out in the Lux Articles, may not have the effect of reducing our net assets below the amount of the subscribed share capital plus non-distributable reserves and may only relate to fully paid-up shares, with voting rights attached to treasury shares being suspended. The determination of whether we have been sufficiently profitable to pay dividends is made in accordance with the provisions set out in Luxembourg law and on the basis of our statutory financial statements prepared and presented in accordance with accounting principles generally accepted in Luxembourg. Subject to the requirements of Luxembourg law and the Lux Articles, the allocation of the balance of annual net profits is determined at the general meeting of shareholders as a payment of dividend, transfer to a reserve account or profits carried 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. Therefore, we may be more restricted in our ability to declare dividends than companies not based in Luxembourg. 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 our Ordinary Shares, and, in turn, the U.S. dollar proceeds that holders receive from the sale of Ordinary Shares. Because you are not likely to receive any dividends on your Ordinary Shares for the foreseeable future, the success of an investment in Ordinary Shares will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of their holdings of Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

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 Ordinary Shares. 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;- changes in the competitive dynamics of our industry, including consolidation among competitors;- consumers' response to our clients' advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes;- our ability to control costs, including our operating expenses;- 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.

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 2028. 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.

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 Ordinary Shares 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.

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.

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.

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.