As filed with the Securities and Exchange Commission on July 21, 2021 Registration No. 333-257715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Teads B.V.(*) (Exact name of Registrant as specified in its charter) (*) Teads B.V. is a newly formed holding company for the business of Teads S.A., an existing private holding company. We intend to convert the legal form of our Company under Dutch law from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public company (naamloze vennootschap) and to change the name from Teads B.V. to Teads N.V. prior to the closing of this offering. Not Applicable (Translation of Registrant’s name into English) Netherlands 7310 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Danzigerkade 15B 1013 AP Amsterdam, the Netherlands +31 (0)6 2157 3727 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Armando Mariano Gil Teads INC. 55 5th Avenue, 17th Floor New York, New York 10003 (408)-712-3198 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Pierre Chappaz Bertrand Quesada Caroline Barbery Teads B.V. Danzigerkade 15B 1013 AP Amsterdam, the Netherlands +31 (0)6 2157 3727 Richard Alsop Craig Marcus Gaby Smeenk Kristina Trauger Michael Kazakevich Martin van Olffen Shearman & Sterling LLP Ropes & Gray LLP De Brauw Blackstone Westbroek 599 Lexington Avenue Prudential Tower Claude Debussylaan 80 New York, NY 800 Boylston Street 1082 MD Amsterdam 10022-6069 Boston, MA 02199 +31 20 577 1771 (212) 848-4000 (617) 951-7000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ‘ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933. Emerging Growth Company È If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ‘ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum Title of each class of Amount to be offering price per aggregate Amount of securities to be registered registered(1) share(2) offering price(1)(2) registration fee(3) Class A common shares, €0.01 par value per share ...... 44,275,000 $21.00 $929,775,000.00 $101,438.45 (1) Includes the Class A common shares that the underwriters have the option to purchase to cover over-allotments. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. (3) The registrant previously paid $10,910 in connection with the initial filing of the registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine. The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. 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TABLE OF CONTENTS

Page PROSPECTUS SUMMARY ...... 1 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ...... 14 RISK FACTORS ...... 18 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ...... 54 USE OF PROCEEDS ...... 55 DIVIDEND POLICY ...... 56 CAPITALIZATION ...... 57 DILUTION ...... 58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 59 FOUNDERS’ LETTER ...... 74 BUSINESS ...... 76 MANAGEMENT ...... 99 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 113 PRINCIPAL AND SELLING SHAREHOLDERS ...... 115 DESCRIPTION OF SHARE CAPITAL ...... 118 COMPARISON OF NETHERLANDS CORPORATE LAW AND DELAWARE CORPORATE LAW . . . 132 SHARES ELIGIBLE FOR FUTURE SALE ...... 143 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ...... 146 CERTAIN DUTCH TAX CONSIDERATIONS ...... 151 UNDERWRITING ...... 156 EXPENSES OF THIS OFFERING ...... 164 LEGAL MATTERS ...... 165 EXPERTS ...... 165 CHANGE IN THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT ...... 165 ENFORCEMENT OF CIVIL LIABILITIES ...... 167 WHERE YOU CAN FIND MORE INFORMATION ...... 168 INDEX TO FINANCIAL STATEMENTS ...... F-1

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have authorized for use with respect to this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you or any representation that others may make to you. We are not making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our Class A Shares. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

i Unless otherwise indicated or where the context otherwise requires, all references in this prospectus to the “Company”, “Teads B.V.”, “Teads”, “we”, “us”, “our” or similar terms refer to (i) Teads S.A. and its subsidiaries, before its business is transferred to Teads B.V.; (ii) Teads B.V. and its subsidiaries after such transfer; and (iii) Teads N.V. and its subsidiaries, after giving effect to the conversion of Teads B.V. into Teads N.V. See “Prospectus Summary—Corporate Reorganization.” References to “Altice International” refer to Altice International S.à r.l.

Industry and Market Data

This prospectus includes market data and forecasts with respect to current and projected market sizes for the digital advertising industry. Although we are responsible for all of the disclosure contained in this prospectus, in some cases we rely on and refer to market data and certain industry forecasts that were obtained from third-party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that we believe to be reliable. Unless otherwise indicated, all market and industry data and other statistical information and forecasts contained in this prospectus are based on independent industry publications, reports by market research firms or other published independent sources and other externally obtained data that we believe to be reliable.

Some market and industry data, and statistical information and forecasts, are also based on management’s estimates. Any such market data, information or forecast may prove to be inaccurate because of the method by which we obtain it or because it cannot always be verified with complete certainty given the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including those discussed under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Presentation of Financial Information

We present our financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

The financial statements of the Company that are included in this prospectus consist of (i) the statement of financial position as of May 14, 2021 of Altice Temp B.V. (a newly formed company which was renamed Teads B.V. on July 2, 2021); (ii) the consolidated statements of operations for the years ended December 31, 2020 and 2019, the consolidated statements of comprehensive income for the years ended December 31, 2020 and 2019, the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of changes in equity as of December 31, 2020 and 2019 and the consolidated statements of cash flows for the years ended December 31, 2020 and 2019 of Teads S.A.; and (iii) the unaudited condensed interim consolidated statements of operations for the three months ended March 31, 2021 and 2020, the unaudited condensed interim consolidated statements of comprehensive income for the three months ended March 31, 2021 and 2020, the unaudited condensed interim consolidated balance sheet as of March 31, 2021, the unaudited condensed interim consolidated statements of changes in equity as at March 31, 2021 and 2020 and the unaudited condensed interim consolidated statements of cash flows for the three months ended March 31, 2021 and 2020 of Teads S.A. See “Prospectus Summary—Corporate Reorganization.”

We publish our consolidated financial statements in U.S. dollars. In this prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “US$”, “$”, “USD” and “dollars” mean U.S. dollars.

ii PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our Class A Shares, you should read this entire prospectus carefully, including the sections of this prospectus entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes contained elsewhere in this prospectus.

Our Mission Our mission is to provide peace of mind and exceptional results to advertisers, an engaging and respectful experience to consumers and premium monetization for media owners.

Overview We operate a leading, cloud-based, end-to-end technology platform that enables programmatic digital advertising for a global, curated ecosystem of quality advertisers and their agencies and quality publishers. We operate in the internet ecosystem (the “Open Web”) outside of advertising platforms, like Facebook and Google, which are known as the walled gardens (the “Walled Gardens”). As an end-to-end solution, our platform consists of buy-side, sell-side, creative, data and AI optimization modules. As a result, we have built deep partnerships with both the demand and supply sides of digital advertising. For advertisers and their agencies, our platform offers a single access point to buy the inventory of many of the world’s best publishers. Through exclusive partnerships with these premium publishers, we enable customers to reach 1.9 billion unique monthly users (as of April 2021), while improving the efficiency, quality and cost of digital ad transactions. For about 3,100 publishers, we are a trusted monetization partner, providing the technology required to monetize their most valuable ad inventory programmatically. By connecting both sides through our integrated platform, known as the Teads Global Media Platform, we solve the digital programmatic advertising industry’s most significant problems related to value chain fragmentation, inefficient digital advertising pricing and quality and scale of inventory. We refer to the ecosystem enabled by Teads Global Media Platform as the curated internet (the “Curated Internet”).

Our innovative and comprehensive set of products have been trusted by publishers on the Open Web for almost a decade. In 2012, we pioneered an industry-defining video advertising format known as outstream, which is embedded in-article, specifically in between two paragraphs of editorial text. This invention immediately solved one of the biggest problems in digital advertising related to the lack of quality video inventory. Our platform is also capable of delivering display ads, which are the preferred advertising format for performance-oriented campaigns, as well as other web and app formats.

Through our Curated Internet, we offer advertisers and their agencies access to high-quality inventory at scale, solving a major problem for our customers. Advertisers and their agencies can work directly with us through our self-serve buying interface, Teads Ad Manager, or through third-party demand side platforms (“DSPs”). Regardless of how or where advertisers transact, they have access to our quality inventory sources on behalf of our publisher partners. Teads Ad Manager has the advantage of leveraging our machine learning prediction models, which are focused specifically on our publisher partners and our in-article placements. We use our predictive machine learning algorithms to process large volumes of data based on thousands of campaigns to deliver superior outcomes for customers. As a result, we believe we can offer significant cost efficiencies and greater return on investment (“ROI”) to agencies and advertisers who access our publisher partners’ inventory directly through Teads Ad Manager. On average in 2020, Teads Ad Manager delivered 24% lower cost per thousand impressions (“CPMs”), higher results on customers’ key performance indicators (“KPIs”) (including more than doubling the click-through rate and higher completion rate and viewability), and 100% more scale compared to DSPs.

We enable publishers to monetize their digital advertising inventory through our Teads for Publishers platform, which provides them with direct sale capabilities and is directly connected to our buy-side interface,

1 Teads Ad Manager. This full monetization platform is comprised of our proprietary supply side platform, based on open source technologies (“SSP”), ad exchange, ad server, video player, ad quality management, a comprehensive self-serve interface, full set of ad formats and audience and other targeting capabilities. As a result, we are deeply embedded with our publisher partners, who rely upon our technology platform to monetize their most valuable sources of ad inventory. We believe this drives publisher stickiness and retention. For the year ended December 31, 2020, the number of our top 500 publishers retained from the prior period end (our “Publisher Retention Rate”) was approximately 99%. We operate exclusive partnerships with over 80% of our publishers for their in-article video inventory, demonstrating the value we deliver. Our longstanding publisher partnerships are aggregated into a highly curated version of the Open Web that includes many of the world’s leading publishers like The BBC, ESPN, Meredith, The Guardian, Bloomberg, The Washington Post, Vogue, L’Equipe, El Mundo, Der Spiegel, South China Morning Post and El Universal. Our Curated Internet reaches 1.9 billion unique monthly users worldwide (as of April 2021) and presents a significant value proposition to advertisers and agencies. As of March 31, 2021, we had about 3,100 editorial publishers on our platform, representing more than 15,000 web and app properties that provide access to more than one trillion ad opportunities every year.

We operate an efficient go-to-market strategy. Our primary customer, in most cases, is the advertising agency, which can represent up to hundreds of advertisers, providing us an efficient point of contact to serve many advertisers. For larger advertisers, we have a dedicated team that advises on utilizing our services for various advertising needs, including leveraging our creative, data and research solutions. In these instances, we work very collaboratively with such advertisers’ agencies. We also deploy a team exclusively focused on partnerships with DSPs. We work with leading global advertisers across various verticals such as technology, automotive, CPG, finance and entertainment. Our number of customers, defined as customers who spent at least $1,000 in the trailing 12-month period, grew to approximately 2,000 as of December 31, 2020. 91% and 94% of our total revenue in the years ended December 31, 2019 and December 31, 2020 came from customers that contributed more than $1,000 in trailing 12-month revenue. The retention rate of customers who spent above $150,000 with us in the prior period compared to those same customers in the current period irrespective of their spending (the “Gross Customer Retention Rate”) was 94% for each of the years ended December 31, 2019 and December 31, 2020.

We have a powerful combination of scale, growth and profitability. Our revenue grew from $509.5 million for the year ended December 31, 2019 to $540.3 million for the year ended December 31, 2020, representing a year-over-year growth rate of 6%, despite a negative impact of the COVID-19 pandemic in the first half of 2020, and from $95.6 million for the three months ended March 31, 2020 to $126.6 million for the three months ended March 31, 2021, representing a period-over-period growth rate of 32%. Our profit for the year ended December 31, 2020 and the three months ended March 31, 2021 was $111.5 million, representing a net profit margin of 20.6%, and $28.0 million, representing a net profit margin of 22.1%, respectively. We generated Adjusted EBITDA* of $173.8 million for the year ended December 31, 2020, representing an Adjusted EBITDA margin of 32.2%, and $38.7 million for the three months ended March 31, 2021, representing an Adjusted EBITDA margin of 31%. For more information on the nature of the impact of the COVID-19 pandemic on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance—The COVID-19 Pandemic”.

Our Market Opportunity Per the International Data Corporation (“IDC”), the global advertising market was estimated to be $682 billion in 2020 and is expected to grow at a compounded annual growth rate (“CAGR”) of 3.3% from 2020 through 2024. As consumers have spent increasingly more time online with the rise of mobile devices, social media platforms and the proliferation of online content, the global digital advertising market has experienced rapid growth. Digital advertising growth is expected to outpace the overall advertising market as digital continues

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

2 to take market share from traditional media like print and radio. Of the global advertising market, $319 billion, or 47% was attributed to global digital advertising spend. Digital advertising has increased from 36% of total advertising in 2017 and is expected to grow to 55% of total advertising by 2024. Per IDC, in the U.S., digital advertising was estimated to be $128 billion in 2020 and is expected to grow at a 7.4% CAGR from 2020 through 2024. We believe our business is positioned to capture this growth opportunity as more ad dollars are allocated to digital. Specifically, we compete for global digital advertising budgets allocated to display and video advertising formats. We define our addressable market as global digital advertising spending, which was estimated at $319 billion in 2020 and is expected to grow at a 7.5% CAGR from 2020 through 2024. We compete with larger advertising platforms like Facebook and Google’s YouTube as well as various competitors who serve the Open Web. Our platform connects advertisers to a highly curated segment of the Open Web that is composed of high-quality publishers and scale inventory. By addressing key issues related to the quality of inventory and ROI, we believe we are helping drive relevance and advertising spend to the Open Web. Although advertising on the Walled Gardens represents a significant amount of global digital ad spend, advertisers are increasingly raising concerns about the lack of transparency and accountability of user-generated content found on these platforms. eMarketer expects that more marketers will restrict advertising spending on Walled Gardens and social media platforms due to brand safety and ethical concerns. According to a survey from eMarketer, the lack of transparency from Walled Gardens is likely to result in decreased advertiser spending in those channels going forward. In a survey of U.S. digital media experts conducted by Integral Ad Science in October 2020, 63% of survey participants expect that insufficient transparency will affect Facebook. Advertisers also cite frustrations about their limited ability to access and use their data outside of Walled Gardens. In contrast, the Open Web allows for access to high-quality, editorial content in an environment where consumers are curious and engaged. As advertisers recognize these differences and as we curate an improved Open Web experience, we believe demand for our solutions will continue to grow. Within the global digital advertising market, there are several segments that are driving above-market growth for our business: Shift to Programmatic. Programmatic advertising is the automated buying and selling of digital ads, optimizing performance and pricing through real-time signals. Programmatic advertising has drastically improved the efficiency of buying and selling ads and driven increased adoption of digital advertising. According to IDC, global programmatic digital ad spending was $142 billion in 2020 and is expected to grow at a 10% CAGR from 2020 through 2024. This does not include search advertising. Within programmatic advertising, programmatic digital video advertising spending was estimated at $53 billion in 2020 and is expected to grow at a 12.6% CAGR from 2020 through 2024. Digital advertisers have embraced programmatic advertising, which improves the optimization of both performance and pricing through real-time indicators. Currently, display and video programmatic advertising represents 45% of the total digital advertising market and is expected to increase to 49% by 2024. 100% of our business is programmatic. Mobile Is the Dominant Format in Digital Advertising. For consumers, mobile is now the primary and preferred device format for consuming digital content and making purchases. According to Statista, there are currently 14 billion mobile devices in use globally, and this is expected to expand at a 6.0% CAGR from 2020 through 2024 to an estimated 17.7 billion devices. As global mobile device growth explodes, facilitated by improved devices and connectivity, growth in mobile advertising is expected to continue. The digital mobile advertising market has grown at a 26% CAGR since 2017 to $197 billion in 2020 according to IDC and is expected to grow at a 12.7% CAGR going forward from 2020 through 2024. Mobile currently contributes 62% of digital advertising but is expected to represent 75% in 2024. Display advertising dollars continue to shift from desktop to mobile with more than 70% of digital display ad dollars flowing to mobile ads according to eMarketer. Approximately 80% of our business is mobile. Mobile also dominates spending within the subcategory of video with its share hovering just under two-thirds of the total according to eMarketer. We believe we are well-positioned to gain from the continual growth of the mobile advertising opportunity because most of our advertising inventory is on mobile devices and in-article placement is especially prominent on mobile devices, taking up a bigger proportion of the screen than the same ad on desktop screens.

3 Popularity and Increasing Usage of Video Ad Formats. Advertisers continue to see greater value in, and ROI from, video advertising, and are shifting their budget allocation from traditional formats to video formats. According to IDC, in 2020 video advertising was $57 billion of the overall digital advertising market, or 18%. This is expected to increase to 20% of the total digital market by 2024 and grow at an 11% CAGR, which outpaces the market. The popularity of video advertising has only been increased by the COVID-19 pandemic as video helps consumers connect and understand products better virtually. We believe our outstream video ad format has provided the industry with quality video advertising at scale that was previously lacking. Connected TV (“CTV”), although relatively nascent, is a growing piece of the digital video ad market as consumers increasingly shift from linear to streaming video content; the market was estimated to be approximately $8 billion in 2020, per IDC. Approximately 60% of our business is video.

Performance Advertising Growth. Performance advertising, as opposed to brand advertising, is used to achieve measurable results, including retaining an audience, generating leads, boosting sales or increasing loyalty, as a direct and immediate result of users seeing and interacting with an ad. Performance advertising can increase the immediate effectiveness of a marketing budget, maximize ROI and allow for more precise measurement of results. In response to tightening budgets during the COVID-19 pandemic, many advertisers shifted their budget allocation to performance advertising, which offered more direct and immediate results. According to IDC, the global performance advertising market was estimated to be $176 billion in 2020 and is expected to grow at an 8.1% CAGR from 2020 through 2024. Today, companies rely on a healthy mix of performance and brand advertising and we offer solutions for both.

Who We Are Teads S.A. was founded approximately 15 years ago by Pierre Chappaz and Bertrand Quesada. Since then, we have grown to approximately 820 employees as of March 31, 2021 with 36 offices across 23 countries.

We are an innovative company that has enjoyed robust growth since inception. We invented the outstream video advertising format and we believe we are the market leader for in-article video advertising, which has driven our sustained growth. Inserting videos in between two paragraphs of editorial text created a new video ad product that quickly grew to represent a scale source of video advertising inventory and a new opportunity to monetize. Our innovation enabled us to quickly secure exclusive partnerships with many of the world’s leading publishers, which in turn allowed us to build advertising solutions that leading brands and their agencies depend upon. Our exclusive and longstanding publisher partnerships allowed us to build what we believe is the largest global network of premium publishers, allowing us to attract leading advertisers globally who deliver scaled, premium demand to our publisher partners around the globe. Our full-stack, end-to-end technology platform is used by both customers and publishers and bridges either end of the market. Our differentiated two-sided network represents a high barrier to entry while providing a dependable stream of recurring revenue.

We believe our differentiated approach has generated value for our customers, leading to numerous awards, including: • Best Brand Positioning/Awareness Campaigns IAB Mixx Europe, 2020 • Best Video Ad Tech Innovation DIGIDAY Global, 2020 • Best Use of Digital Festival of Media LATAM 2020 • Best Places to Work Inc’s Magazine 2017

4 OurCoreValues Our culture is defined by a clear set of ten core values, each of which is critical to our success. We believe that these values not only guide our business and define our brand, but also deliver real financial and operational benefits for us, our customers, our publishers partners, our employees and our shareholders: 1. Innovation: We innovate by creating advertising experiences that respect the user experience and benefit publishers, brands and agencies. 2. Hard Work: Our main competitors are the digital advertising leaders such as YouTube and Facebook. The only way to win is by working twice as hard as them. 3. Elegance: We aim to deliver the most elegant solutions in the advertising sector across the world’s most prestigious publishers. 4. Entrepreneurship: We are a fast growing company built with entrepreneurship at its heart. Everybody at Teads is listened to, respected and rewarded for their contributions. 5. Passion: We are passionate about technology and advertising, and we believe we can build the most successful independent advertising company in the world. 6. Trust: We put a lot of trust in our team. We motivate everyone by giving them responsibilities and trusting them to deliver. Trusting each other makes us stronger. 7. We Love Media: We aim to be a positive force in the media ecosystem, promoting a clean advertising environment through viewability, brand safety and fraud-free inventory. 8. Social Purpose: In addition to being a positive force in the media industry, we believe in fostering a just and equitable environment at work and in society at large for people of all backgrounds. 9. Dedication to Customers: We are obsessed with making our customers happy. We work hard to deliver the best technology and the best customer service every single day. 10. Playing to Win: We consider our business a game that we love to play, and a game we plan to win. And we have fun along the way.

Our Core Strengths Quality. We are known in the industry as “the” quality provider and quality defines who we are. We invented a solution that provides a quality user experience for consumers on quality publishers, attracting quality advertisers. We power this curated ecosystem with a quality end-to-end solution that incorporates quality data, quality creativity and quality service. We believe this is the key differentiator for Teads in the industry.

Fully Integrated, End-to-End Platform That Provides Greater Efficiency, Effectiveness and Innovation for Our Customers and Publishers. Teads Global Media Platform connects the world’s leading advertisers and their agencies through a single access point to differentiated and exclusive publisher inventory in one end-to-end integrated environment. We offer our customers a comprehensive suite of products, purpose-built to work together seamlessly, leveraging open source tools as well as our proprietary machine learning algorithms across the value chain. This seamless integration, together with the data and insights sourced from our end-to-end model, significantly reduces the complexity and cost to our customers of the otherwise fragmented Open Web experience. We believe our end-to-end solution also allows our product and engineering team to innovate faster than our competition, who must rely on dozens of integrations with third-party technology partners whenever they want to roll out a new innovation. We believe the combination of these advantages increases customer ROI, maximizes publisher monetization and drives our superior financial performance.

Diverse and Engaged Customer Base of Global Advertisers and Premier Agencies. We are deeply integrated in the agency ecosystem, including the largest global agency groups. These agencies typically act as the agency of record for the advertisers, even when the decision making is advertiser-directed. As of

5 December 31, 2020, we work with approximately 2,000 agencies and advertisers who spend a minimum of $1,000 annually with us. Our advertiser customers are highly diverse by geography and by industry. We enjoy high customer retention; our Gross Customer Retention Rate was 94% in each of the years ended December 31, 2019 and December 31, 2020, a strong performance considering the impact of the COVID-19 pandemic, and we have steadily grown both the number of customer relationships (from approximately 1,150 customers in 2016 to approximately 2,000 in 2020).

Exclusive Partnerships with Premium Publishers at Scale. We benefit from longstanding partnerships with many of the world’s leading publishers, allowing us to reach 1.9 billion unique monthly users worldwide (as of April 2021). As of March 31, 2021, we had about 3,100 editorial publishers on our platform, representing more than 15,000 web and app properties that provide access to more than one trillion ad opportunities every year. Over 80% of our publisher relationships are contractually exclusive to Teads for outstream video advertising. In the year ended December 31, 2020, our Publisher Retention Rate was approximately 99% and we have an average publisher relationship length over five years for our top 50 publishers. Our full-stack monetization capabilities, track record of delivering strong outcomes and the trust that we have earned with our partners are critical to establishing our exclusive engagements.

Comprehensive Suite of Solutions Powered by a Culture of Innovation. We are built upon a history and culture of innovation, having pioneered outstream digital video ads with Teads InRead, which we believe is the market’s leading outstream product. We offer a comprehensive suite of solutions to advertisers and their agencies, comprising our buying interface (Teads Ad Manager), creative tools (Teads Studio), powerful audience targeting capabilities (Teads Audiences), guaranteed outcome pricing options enabled by our innovative prediction models and both branding and performance advertising. For publishers, we offer Teads for Publishers, a full monetization platform that includes our proprietary SSP, ad server, video player and all the solutions that our customers have access to as well. Our innovative culture allows us to continually evolve our products to anticipate the future needs of customers and publishers.

Truly Global Footprint with Opportunities for Growth in All Regions. Unlike many digital advertising companies that tend to be strong in only a few markets with limited presence and penetration in most other markets, we have built strong infrastructure, teams, partnerships and customer bases in most major digital advertising markets globally. Our revenue (after intersegment, i.e. DSP revenue reallocation) is proportionally split to match the size of the market opportunity in each market/region: 40.1% in Canada and the U.S. (“North America”), 46.6% in Europe, the Middle East and Africa (“EMEA”), 6.9% in Asia Pacific, and 6.4% in South America for the year ended December 31, 2020. We are also uniquely positioned as a global premium provider because we have significant premium publisher partnerships in all markets in which we operate, which is a result of strong publisher development teams based locally in each market and region. We believe each region and each market has significant growth potential and we can leverage assets we have built in these markets for growth.

Simplified Approach to Data-Driven Dynamic Creatives. Teads Studio, our main creative tool, offers an integrated creative and data platform to enable advertisers to easily personalize their creatives based on dynamic signals, such as time, location, weather, device or audience segment. Moreover, we offer pre- and post- testing tools to determine the best creative decisions and work closely with creative teams to understand their specific objectives in reaching and engaging the target audience. The scope of our creative capabilities extends to dynamic creative optimization, interactive display and augmented reality – all with a singular focus on driving superior outcomes for our customers and partners.

Highly Scalable, Cloud-Based Technology Platform. Technology is at the heart of our business. Our platform was built in-house by our software engineers, based on open-source technologies and is highly scalable. We host our systems in the cloud, primarily on Amazon AWS and Google Cloud Platform, allowing us to run a highly cost-effective platform that supports campaigns and targets users globally. We collect enormous amounts of data, including more than 100 billion data points per day from our 1.9 billion unique monthly users (as of April 2021). We leverage our scale data and data science capabilities to inform 50 prediction models,

6 which we believe improve advertiser ROI and enable unique advertiser offerings like guaranteed outcome pricing options. Furthermore, our algorithms allow us to predict users’ behavior on our publisher partners’ pages with a sufficient degree of certainty to enable us to sell content on a guaranteed performance basis, which is a key differentiator in the industry.

Innovative, Privacy First Approach to Consumer Targeting Positions Us Favorably for a Cookieless World and Other Industry Changes Related to Identity. Aligned with our respectful user experience in our advertising formats, we take a privacy-first approach to the consumer. As our industry grapples with the challenges of the deprecation of cookies for targeting and tracking, we have taken a proactive approach to building cookieless solutions that respect consumer privacy. There are several structural and operational factors driving our approach. Being integrated with the best content, we have always leveraged the context of an article to ensure relevance to an ad that will appear next to it. By analyzing the content semantically, we can develop audience profiles in real-time without a cookie. Our direct integrations with our publisher partners allows us access to more data signals not tied to a user ID that can feed our advanced machine learning algorithms. We believe we are one of the few in the industry to leverage Google’s Privacy Sandbox solution, which allows us to target users without unique identifiers on the Chrome browser. Google recently announced that they will not use email identifiers in their solutions for the Open Web. Many of our peers had adopted email identifiers as their alternative to cookies, which is undermined by Google’s position. Teads’ cookieless strategy does not rely on email identifiers so we are not affected. We believe our cookieless solutions are very effective. According to Nielsen DAR, using our cookieless technology for real-time demographic targeting demonstrates 25% greater accuracy in comparison to classic cookie-based data segments.

Unique Combination of Scale and Profitability. We have grown our revenue to $540.3 million in 2020 and $126.6 million in the three months ended March 31, 2021, which makes us one of the largest advertising technology companies in the industry. At the same time, we have also achieved a profit for the year/period of $111.5 million in the year ended December 31, 2020, which represents a 20.6% profit margin, and $28.0 million in the three months ended March 31, 2021, which represents a 22.1% profit margin, and an Adjusted EBITDA* of $173.8 million in 2020, which represents 32.2% of our revenue for the corresponding period, and $38.7 million in the three months ended March 31, 2021, which represents 31% of our revenue for the corresponding period. We believe that our performance is made possible by our end-to-end platform, significant scale, long-standing customer and publisher relationships and lean, capital-efficient operations.

Proven, Founder Led Management Team, Backed by Best in Class Organization. Teads S.A. was founded approximately 15 years ago by Pierre Chappaz and Bertrand Quesada, based on a culture of continuous innovation in the advertising industry. Since then, we have expanded to 36 offices in 23 countries, employing approximately 820 employees as of March 31, 2021, and generating $540.3 million of revenue in the year ended December 31, 2020 and $126.6 million of revenue in the three months ended March 31, 2021. The original founding team continues to lead the Company today, and we have complemented our management team with a talented group of managers based around the world. We believe the quality of our people and the continued entrepreneurial culture bestowed by our founders provide a powerful differentiator in the industry.

Growth Strategy We believe that we are in the early stages of growth and see significant upside for the business and industry overall. We plan to leverage our leading brand and positioning to pursue several long-term growth initiatives:

Increase Sales From Existing Customer Base. Our comprehensive portfolio of digital advertising solutions has grown to encompass a variety of display and video products as well as branding and performance advertising formats. We believe we can increase sales to existing advertiser and agency customers by capturing

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

7 additional advertising spend across our portfolio of products and solutions. For example, many of our customers first used our platform for brand advertising and have now started to use us for performance advertising campaigns, increasing our share of their total advertising spend. Additionally, as customers seek to shift more spend away from the Walled Gardens, they will require quality inventory and a single access point to this inventory, which our Curated Internet ecosystem aims to provide.

Acquire New Customers and Publisher Partners. We plan to continue acquiring new high-quality publishers and advertisers and agencies around the world. We believe our scaled premium demand and full stack monetization platform offers publishers a clear value proposition. We expect to increase our market share among global advertisers and agencies through our ability to increase ROI through our portfolio of leading advertiser- centric solutions and by providing a single point of access to the world’s best publishers.

Expand Customer Base Internationally. As the global advertising landscape becomes more sophisticated, we plan to focus on high-growth markets where Teads is under-indexed. We believe we have formed a leadership position in the EMEA and U.S. markets and anticipate using this experience to be a leader in new geographies. Believing that Asia Pacific represents our fastest-growing market opportunity, we launched our Singapore and Tokyo offices four years ago. The Asia Pacific market remains underpenetrated, despite already experiencing substantial growth since our entry.

Grow Our Performance Advertising Business. Performance advertising addresses the needs of our advertiser customers who focus on linking ad spend to measurable outcomes and deeper user engagement, including leads, sales and mobile app installs. As our customers shift ad budgets to performance-based advertising, we believe we are well-positioned to capture more of their spend. Our leadership in ad viewability, optimizing creatives and measuring outcomes and our ability to optimize outcomes with machine learning positions us favorably in performance advertising. From launch three years ago, our performance advertising business is now a significant driver of our growth.

Continue to Innovate Our Solutions While Accessing New, Quality Supply Sources. We intend to extend our inventory sources and gain exposure to large and high-growth segments of digital advertising, including: • Connected TV (CTV): We are investing in new technologies to capture the ongoing shift of ad budgets from linear TV to CTV. We believe our premium positioning, strong legacy in brand awareness advertising, existing partnerships with customers and publishers and an end-to-end digital advertising platform is uniquely aligned with CTV and will allow us to enter the segment more easily and with a strong, differentiated positioning. • Mobile Apps: The mobile in-app ad market represents a compelling and complementary inventory source for us to provide to our customers. We believe we can leverage our premium positioning to secure app-focused publishers who seek more premium demand. We believe we can also leverage our performance advertising capabilities and data science expertise to effectively compete in the performance heavy in-app ecosystem.

Pursue M&A to Create Value. Our industry is highly fragmented, with many undercapitalized players and point-solutions. We believe we are well-positioned to identify and acquire market share or new capabilities as the industry consolidates to fewer, more scaled platforms.

Risk Factors Our business is subject to many risks, which are highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. Some of these risks include: • Our failure to maintain and grow our relationships with customers and publishers and increase spend through our platform may negatively impact our revenue and business.

8 • We face intense competition from companies that offer services similar or competitive to ours. If we are unable to differentiate to compete effectively or continue to improve our competitive advantages over existing and new businesses with similar or competing business models, our business, financial performance, financial condition and cash flows could be materially adversely impacted. • Our ability to grow and maintain our profitability could be materially affected if changes in technology and customer expectations outpace our service offerings and the development of our internal tools and processes, which could have a material adverse effect on our business, financial performance, financial condition and cash flows. • If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, advertising agencies or publishers and our revenue and results of operations may decline. • We, our customers and our publisher partners are subject to laws and regulations globally, including those related to data privacy, data protection, and information security, and consumer protection across different markets where we conduct our business, including in the U.S. and Europe and industry requirements and such laws, regulations and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, results of operations and financial condition. • If we are unable to meet publisher quality standards for which advertisements appear on their sites, our relationships with publishers may suffer which could adversely affect our business, results of operations, and financial condition. • Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results. • If we fail to detect or prevent fraud on our platform, or malware intrusions into the systems or devices of our publisher partners and their consumers, advertisers and publishers could lose confidence in our platform, and we could face legal claims that could adversely affect our business, results of operations, and financial condition. • If we fail to maintain a consistently high level of service experience and implement and communicate high-quality corporate sustainability and social purpose activities, our ability to attract new and retain existing customers and team members could be adversely affected. • Our business and financial results have been and will continue to be adversely affected by the COVID-19 pandemic and could be adversely affected by another global pandemic or economic and geopolitical conditions, which could negatively affect our customers’ and partners’ businesses and levels of business activity, demand for our services as well as our and our customers’ and partners’ liquidity and access to capital. • We must scale our platform infrastructure to support anticipated growth and transaction volume. If we fail to do so, we may limit our ability to process ad impressions, and we may lose revenue.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: • an exemption that allows us to include less than five years of audited financial statements in connection with this offering; and • an exemption from the auditor attestation requirement on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

9 We may choose to take advantage of some, but not all, of these reduced requirements, and therefore the information that we provide holders of Class A Shares may be different than the information you might receive from other public companies in which you hold equity. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. We currently prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, so we are unable to make use of the extended transition period. We will comply with new or revised accounting standards on or before the relevant dates on which adoption of such standards is required by the IASB.

We may take advantage of these provisions until we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of the following: • the last day of the first fiscal year in which our annual revenues were at least $1.07 billion; • the last day of the fiscal year following the fifth anniversary of this offering; • the date on which we have issued more than $1 billion of non-convertible debt securities over a three-year period; and • the last day of the fiscal year during which we meet the following conditions: (i) the worldwide market value of our common equity securities held by non-affiliates as of our most recently completed second fiscal quarter is at least $700 million; (ii) we have been subject to U.S. public company reporting requirements for at least 12 months; and (iii) we have filed at least one annual report as a U.S. public company.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a non-U.S. company with foreign private issuer status. As long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, we will not be required to file annual reports and financial statements with the SEC as promptly or using the same forms as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with certain other rules and regulations under U.S. securities laws applicable to U.S. domestic companies whose securities are registered under the Exchange Act, including Regulation FD, which restricts the selective disclosure of material information.

So long as we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not foreign private issuers.

Corporate Reorganization We were incorporated pursuant to the laws of the Netherlands as Altice Temp B.V. on May 14, 2021 and were renamed Teads B.V. on July 2, 2021 to become a holding company for the Teads businesses. Pursuant to the terms of a corporate reorganization that will be completed prior to the closing of this offering, all issued and

10 outstanding shares in Teads S.A. will be contributed and transferred to Teads B.V. in exchange for newly issued Class A Shares and Class B Shares of Teads B.V. and a vendor note and, as a result, Teads S.A. will become a wholly-owned subsidiary of Teads B.V. Following this step, Altice Teads S.A., the sole shareholder of Teads B.V. will be liquidated and as a result, the current direct and indirect shareholders of Altice Teads S.A., being Altice International, Yosemite 1 S.A. and Yosemite 2 S.A., will become Teads B.V.’s direct shareholders. Following the liquidation of Altice Teads S.A., Yosemite 1 S.A. and Yosemite 2 S.A. will merge with and into Teads B.V. and as a result Yosemite 1 S.A.’s and Yosemite 2 S.A.’s shareholders will be allotted shares in Teads B.V. Lastly, Teads B.V. will be converted into a public company (naamloze vennootschap) whereby its name will be changed from Teads B.V. to Teads N.V.

The following diagram shows our organizational structure after giving effect to the corporate reorganization and this offering, assuming no exercise by the underwriters of their option to purchase additional Class A Shares.

Founders and Certain Altice International Management Investors in this S.à r.l.1 Offering of Teads S.A.2

Class B Shares Class A Shares Class A Shares • % voting interest • % voting interest • % voting interest • % economic interest • % economic interest • % economic interest

Teads N.V.

Operating Subsidiaries

1 Altice International is an indirect subsidiary of New Altice Europe B.V. in liquidatie (“New Altice Europe”). Next Alt, a personal holding company of which Patrick Drahi is the sole indirect controlling shareholder, indirectly holds 100% of the share capital and voting rights of New Altice Europe, which indirectly owns 92.76% of the share capital and voting rights of Altice International. As such, Patrick Drahi may be deemed to beneficially own all of the Common Shares held by Altice International. New Altice Europe has been dissolved and its assets and liabilities will be liquidated as part of an ordinary corporate reorganization. Following the completion of New Altice Europe’s liquidation procedures, which is expected to take place in the coming months, New Altice Europe will cease to exist and Next Private B.V., a wholly owned subsidiary of Next Alt, being New Altice Europe’s direct 100% shareholder, will indirectly hold the shares in Altice International. 2 Consists of Pierre Chappaz, Bertrand Quesada and certain of our current employees, including members of our senior management. See “Principal and Selling Shareholders” for more information.

Corporate Information Our principal executive offices are located at Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands, and our telephone number is +31 (0)6 2157 3727. Our website address is www.teads.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only.

“Teads” and our other registered or trade names, trademarks, or service marks appearing in this prospectus are our property. Other trademarks and trade names referred to in this prospectus are the property of their respective owners.

11 The Offering Issuer Teads N.V. Class A Shares offered by the selling 38,500,000 Class A Shares (or 44,275,000 Class A Shares, if the shareholders underwriters exercise their option to purchase additional Class A Shares in full). Common shares to be outstanding 238,095,240 Common Shares, consisting of 66,866,544 Class A immediately after this offering Shares (or 71,820,865 Class A Shares, if the underwriters exercise their option to purchase additional Class A Shares in full) and 171,228,696 Class B Shares (or 166,274,375 Class B Shares if the underwriters exercise their option to purchase additional Class A Shares in full) Option to purchase additional Class A The selling shareholders have granted the underwriters an option to Shares purchase up to 5,775,000 additional Class A Shares. The underwriters may exercise this option at any time within 30 days from the date of this prospectus. See “Underwriting.” Use of Proceeds We will not receive any of the proceeds from the Class A Shares sold by the selling shareholders. See “Use of Proceeds.” Directed Share Program At our request, the underwriters have reserved up to 5% of the Class A Shares offered hereby for sale at the initial public offering price to certain of our directors, officers, employees, and friends and family of our directors, officers and employees. The sales will be made by Morgan Stanley & Co. LLC, an underwriter of this offering, and its affiliates through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A Shares offered hereby. Any shares purchased by our directors and officers in the directed share program will be subject to a 180-day lock-up period, and any shares purchased by other persons in our directed share program will be subject to a 35-day lock-up period. Voting Upon closing of this offering, we will have two classes of common shares: Class A Shares and Class B Shares. Each Class A Share will be entitled to one vote. Each Class B Share will be entitled to 25 votes and will be convertible at any time upon request into 25 Class A Shares but the converting shareholder will be obligated to transfer 24 Class A Shares to the Company so that the converting shareholder will effectively only acquire one Class A Share pursuant to a conversion. Altice International, the holder of our outstanding Class B Shares will hold approximately 98.5% of the voting rights on our issued and outstanding share capital immediately following this offering. Dividends We do not currently anticipate paying dividends on our Class A Shares or Class B Shares. Any declaration and payment of future dividends to holders of our Class A Shares or Class B Shares will be

12 at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Dutch law imposes requirements that may restrict our ability to pay dividends. See “Dividend Policy.”

Registration Rights Agreement In connection with the closing of this offering, we will have a registration rights agreement with Altice International and our founders. This agreement will provide to Altice International an unlimited number of “demand” registrations for the registration of the sale of our Class A Shares in the minimum aggregate amount of $75,000,000 provided that Altice International holds at least 10% of the registrable securities then outstanding. Additionally, the agreement will provide customary “piggyback” registration rights to Altice International and our founders. We will be obligated to file a shelf registration statement upon request by Altice International once we are eligible to register on Form F-3. Our founders will be able to request participation in any registrations in which Altice International participates. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Proposed Symbol “TEAD”

Risk Factors See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our Class A Shares.

The number of Class A Shares to be outstanding immediately after this offering excludes: • 23,816,700 Class A Shares issuable upon exercise of stock options to be issued under the Teads N.V. 2021 Stock Option Plan (the “2021 SOP”) in connection with the closing of this offering at an exercise price equal to the fair market value on the date of grant; and • 4,861,438 Class A Shares reserved for issuance upon exercise of stock options that may be issued under the 2021 SOP in the future.

Unless otherwise indicated, the information in this prospectus assumes the following: • an initial public offering price of $19.50 per Class A Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; • no exercise by the underwriters of their option to purchase additional Class A Shares; and • the completion, prior to the closing of this offering, of our corporate reorganization described above.

13 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present summary historical consolidated financial data of Teads S.A.

The consolidated statements of operations for the years ended December 31, 2020 and 2019, the consolidated statements of comprehensive income for the years ended December 31, 2020 and 2019, the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of changes in equity as of December 31, 2020 and 2019 and the consolidated statements of cash flows for the years ended December 31, 2020 and 2019 have been derived from Teads S.A.’s audited financial statements included elsewhere in this prospectus. The unaudited condensed interim consolidated statements of operations for the three months ended March 31, 2021 and 2020, the unaudited condensed interim consolidated statements of comprehensive income for the three months ended March 31, 2021 and 2020, the unaudited condensed interim consolidated balance sheet as of March 31, 2021, the unaudited condensed interim consolidated statements of changes in equity as at March 31, 2021 and 2020 and the unaudited condensed interim consolidated statements of cash flows for the three months ended March 31, 2021 and 2020 have been derived from Teads S.A.’s unaudited condensed interim consolidated financial statements included elsewhere in this prospectus.

You should read the summary financial data presented below in conjunction with the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes of Teads S.A. included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in any future period.

Years Ended Three Months Consolidated Statements of Operations: December 31 Ended March 31, (in thousands of USD) 2020 2019 2021 2020 Revenue ...... 540,273 509,513 126,592 95,566 Cost of revenue ...... (253,138) (281,665) (56,753) (60,128) Technology and development expenses ...... (16,037) (14,894) (3,917) (3,875) Sales and marketing expenses ...... (76,792) (104,230) (21,722) (20,629) General and administrative expenses ...... (24,949) (27,519) (7,058) (5,415) Profit from operations ...... 169,357 81,205 37,142 5,519 Change in value of contingent consideration ...... (2,798) – – – Financial (cost) income ...... (8,523) 550 690 (4,523) Profit before tax ...... 158,036 81,755 37,832 996 Income tax expense ...... (46,523) (26,485) (9,809) (2,041) Profit (loss) for the year/period ...... 111,513 55,270 28,023 (1,045) Attributable to non-controlling interests ...... (5) (1) (3) (1) Attributable to owners of the Company ...... 111,508 55,269 28,027 (1,044) Earnings per share (in USD) Basic ...... 222.97 110.52 56.03 (2.09) Diluted ...... 175.12 86.80 44.00 (2.09)

14 As at Consolidated Statements of Balance Sheet Data: As at December 31, March 31, ASSETS (in thousands of USD) 2020 2019 2021 Goodwill ...... 40,538 37,236 38,963 Intangible assets ...... 9,804 5,162 10,048 Right-of-use assets ...... 23,494 22,634 24,711 Property, plant and equipment ...... 6,352 5,980 6,047 Financial assets ...... 169,590 93,586 194,958 Other non-current assets ...... –6 – Deferred tax assets ...... 4,089 3,062 3,272 Non-current assets ...... 253,867 167,665 277,999 Trade receivables ...... 250,038 206,480 194,765 Other receivables ...... 26,803 26,859 20,216 Cash and cash equivalents ...... 58,390 20,951 53,087 Current assets ...... 335,231 254,291 268,069 Total assets ...... 589,098 421,956 546,068 As at As at December 31, March 31, EQUITY AND LIABILITIES (in thousands of USD) 2020 2019 2021 Share capital ...... 17,379 17,379 17,379 Share premium ...... 115,691 115,691 115,691 Retained earnings ...... 226,815 114,935 254,841 Reserves ...... (15,487) (29,535) (22,620) Equity attributable to owners of the Company ...... 344,397 218,470 365,290 Non-controlling interests ...... 10 4 7 Total equity ...... 344,407 218,474 365,297 Long-term borrowings ...... 19 5 – Lease liabilities ...... 21,458 20,900 22,303 Non-current provisions ...... 2,084 1,151 1,982 Deferred tax liabilities ...... 154 197 184 Other non-current liabilities ...... 54 4,135 54 Non-current liabilities ...... 23,769 26,388 24,523 Trade and other payables ...... 135,664 118,295 89,015 Short-term borrowings ...... 243 580 49 Lease liabilities ...... 4,045 2,809 4,578 Current tax liabilities ...... 21,371 12,219 14,481 Contract liabilities ...... 5,153 4,950 2,698 Other current liabilities ...... 54,446 38,243 45,426 Current liabilities ...... 220,922 177,094 156,247 Total equity and liabilities ...... 589,098 421,956 546,068 Non-GAAP and Other Data Adjusted EBITDA(1) ...... 173,812 94,368 38,748 Customers >$1,000 of revenue(2) ...... 1,995 1,987 N/A Gross Customer Retention Rate(3) ...... 94% 94% N/A Publisher Retention Rate(4) ...... 99% N/A N/A

(1) Adjusted EBITDA is defined as operating income before depreciation and amortization, other expenses and income (capital gains, non-recurring litigation, restructuring costs) and share-based expenses. This may not be comparable to similarly titled measures used by other entities. Further, this measure should not be considered as an alternative for operating income as the effects of depreciation, amortization and impairment, excluded from Adjusted EBITDA, do ultimately affect the operating results. We believe Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance, and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period- to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operating results.

15 The following is a reconciliation of profit (loss) for the year/period to Adjusted EBITDA: Years Ended Three Months December 31, Ended March 31, 2020 2019 2021 2020 (in thousands of USD) Profit (loss) for the year/period ...... 111,513 55,270 28,023 (1,045) Income tax expense ...... (46,523) (26,485) (9,809) (2,041) Financial (cost) income ...... (8,523) 550 690 (4,523) Change in value of contingent consideration ...... (2,798) – – – Retention bonus* ...... – (9,910) – – Depreciation and amortization ...... (4,455) (3,253) (1,605) (895) Adjusted EBITDA ...... 173,812 94,368 38,748 6,414

* In 2019, the Company accrued retention bonuses for certain managers (as provided for in the share purchase agreement relating to the acquisition of Teads S.A. by Altice International in 2017) that were paid in January 2020. (2) Consists of the aggregate number of customers that contributed more than $1,000 of revenue in the trailing 12 months. (3) We define gross customer retention as of a period end as customers who spent more than $150,000 with us in the prior period and who continued to be customers in the current period irrespective of their spending, expressed as a percentage (such rate, the “Gross Customer Retention Rate”). (4) We define publisher retention as of a period end as the number of our top 500 publishers retained from the prior period end (such rate, the “Publisher Retention Rate”).

Recent Developments Estimated Preliminary Results for the Three Months Ended June 30, 2021 (unaudited) Set forth below are certain preliminary and unaudited estimates of selected financial and other information for the three months ended June 30, 2021 and actual unaudited financial and other information for the three months ended June 30, 2020. The unaudited selected financial and other information for the three months ended June 30, 2021 reflects our preliminary estimates with respect to such results based on currently available information, is not a comprehensive statement of our financial results and is subject to completion of our financial closing procedures. Our financial closing procedures for the three months ended June 30, 2021 are not yet complete and, as a result, our actual results may differ from these estimates. These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with IFRS. Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” This information should be read in conjunction with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included elsewhere in this prospectus.

The preliminary estimates presented below have been prepared by, and are the responsibility of, management. Deloitte Audit S.à r.l., our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, Deloitte Audit S.à r.l. does not express an opinion or any other form of assurance with respect thereto.

16 Three Months Ended Three Months Ended June 30, 2020 June 30, 2021 Low High Actual (estimated) (estimated) (unaudited, in thousands of USD) Revenue $90,854 $161,000 $165,000 Profit (loss) for the year/period $18,155 $ 34,600 $ 35,600 Non-GAAP Financial Measures: Adjusted EBITDA ...... $26,326 $ 54,000 $ 56,000

The following table provides reconciliations of our preliminary estimates of Adjusted EBITDA for the three months ended June 30, 2021:

Three Months Ended Three Months Ended June 30, 2020 June 30, 2021 Low High Actual (estimated) (estimated) Revenue ...... $90,854 $161,000 $165,000 Profit (loss) for the period ...... $18,155 $ 34,600 $ 35,600 Income tax expense ...... $(7,162) $ (13,000) $ (14,000) Financial (cost) income ...... $19,000 $ (1,800) $ (1,800) IPO and other costs ...... — $ (3,400) $ (3,400) Depreciation and amortization ...... $(1,028) $ (1,200) $ (1,200) Adjusted EBITDA ...... $26,326 $ 54,000 $ 56,000

17 RISK FACTORS

This offering and investing in our Class A Shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Class A Shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and financial performance. If any of those or the following risks actually occur, our business, financial condition, financial performance, liquidity and prospects could suffer materially, the trading price of our Class A Shares could decline and you could lose all or part of your investment. See also “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business Our failure to maintain and grow our relationships with customers and publishers and increase spend through our platform may negatively impact our revenue and business.

To sustain or increase our revenue, we must regularly add new customers (agencies and advertisers) and encourage existing customers to maintain or increase the amount of advertising spend placed through our platform. If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with ours, our ability to grow our business with new or existing customers could be impaired. It is possible that we may reach a point of saturation at which we cannot continue to grow our revenue because of internal limits that advertisers may place on the allocation of their advertising budgets to digital media to a particular provider or otherwise. Our customers typically have relationships with different providers and there is limited cost to moving budgets to our competitors. As a result, we may have limited visibility as to our future revenue streams. We cannot assure you that our customers will continue to use our platform or that we will be able to replace, in a timely or effective manner, departing customers with new customers and publishers that generate comparable revenue.

On the supply side, we are subject to the economic health and evolving business strategies of our publisher partners. We depend upon publishers to provide advertising space which we can offer to existing and prospective advertisers and agencies. While we have established exclusivity for outstream video with 80% of about 3,100 of our publisher partners, and have experienced a Publisher Retention Rate of approximately 99% in the year ended December 31, 2020, a decline in exclusivity levels or retention rates could have a material adverse effect on our ability to grow our revenues and execute on our strategy. If we fail to provide sufficient advertising demand and expected levels of monetization, our publisher partners may consider renegotiating the terms of our contractual exclusivity or establishing relationships with our competitors. Furthermore, independent publishers struggle to compete with the Walled Gardens, which has driven some publishers out of business. When independent publishers go out of business, we experience a decrease in our access to premium advertising inventory which may make our services less attractive to agencies and advertisers. Publishers may also opt to transition to a subscription model as an alternative method of providing their content which would not include advertisements, which would also contribute to a decrease in our access to premium inventory. A decline in the market for programmatic advertising or the failure of that market to grow as expected could also adversely affect our business, results of operations and financial condition. Any of these developments may adversely affect our business, results of operations and financial health.

We face intense competition from companies that offer services similar or competitive to ours. If we are unable to differentiate to compete effectively or continue to improve our competitive advantages over existing and new businesses with similar or competing business models, our business, financial performance, financial condition and cash flows could be materially adversely impacted.

The market for the services we offer to advertisers, agencies and publishers is competitive and we expect competition to intensify and increase from a number of our existing competitors, including the Walled

18 Gardens such as Google and Facebook, as well as TikTok, Twitter, Snap, Verizon, Iron Source, Xandr, Taboola, TripleLift, SSPs and DSPs. Some of these existing and new competitors have greater financial, human and other resources, greater technological expertise, longer operating histories and more established relationships than we do. In addition, the continued digital expansion of the services we offer and the markets we operate in will result in new and different competitors, many of which may have significantly greater market recognition than we do in the markets we are entering, as well as increased competition with existing competitors who are also expanding their services to cover digital capabilities. Some advertisers and agencies have their own relationships with publishers or are seeking to establish such relationships, and may choose to buy advertising inventory directly from them rather than leverage all the capabilities of our platform. As we grow larger, we may face increased competition from the Walled Gardens should they choose to target our market share in the open Internet as a growth opportunity. If the Walled Gardens begin to compete more directly with us in this manner, it could have an adverse effect on our business, financial performance, financial condition and cash flows. Our inability to compete successfully against companies that offer services similar to ours could result in increased customer churn, revenue loss, pressures on recruitment and retention of team members, service price reductions and increased R&D, marketing and promotional expenses or reduced operating margins which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Introduction of competent, competitive products, pricing strategies or other technologies by other competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. For example, a competitor may develop a superior method of presenting outstream video ads which may make our services less desirable for advertisers. In such event, we could experience a decline in market share and revenues and be forced to reduce our prices, resulting in lower net profits for us. Loss of existing or future market share to new competitors and increased price competition could substantially harm our business, results of operations and financial condition.

We also face competitive risks in our relationship with publishers. Although we currently have exclusivity for outstream video with over 80% of about 3,100 of our publishers, header bidding opportunities (whereby a publisher may offer ad space to numerous outlets at once) may lead publishers to exit their exclusive arrangements with us. We also face competition from alternative service providers who are able to compete directly with us on placements and who can offer revenue guarantees that are competitive with ours. If our partnerships with publishers decline or become nonexclusive, customers may choose to work with our competitors which could have a material adverse effect on our business, financial performance, financial condition and cash flows. Further, we may in the future face competition from powerful publishers or alliances of publishers that compete directly with us by building their own technology or using a competitive technology to sell outstream videos on their own or in combination with one of our competitors.

Further, we compete with other service providers for talent in some of the regions in which we operate, particularly where access to a qualified workforce is limited, which can impact our talent recruitment efforts and increase our attrition and labor cost. All of these factors present challenges for us in retaining and growing our business.

There has also been rapid evolution and consolidation in the advertising technology industry, and we expect these trends to continue, thereby increasing the capabilities and competitive posture of larger companies, particularly those that are already dominant in various ways, and enabling new or stronger competitors to emerge. We compete for both supply and demand with larger, well-established companies that may have technological advantages stemming from their experience in the market. We must continue to adapt and improve our technology to compete effectively, and customers have not always embraced our offering due to various factors, including switching costs from pre-existing technology integrations, and lack of awareness of our end-to-end offerings. Although we believe we provide superior accountability to such competitors, certain customers may make technological or financial demands that we are unable to meet. These and other factors may make it difficult for us to increase our business with our publisher partners and customers, cause some agencies or advertisers to reduce their spending with us or reduce the economies of scale and increase our costs of doing

19 business, adversely affecting our business, results of operations and financial condition. Many publishers and customers are large consolidated organizations that may need to acquire other companies in order to grow. Smaller publishers and customers may need to consolidate in order to compete effectively. There is a finite number of large publishers and customers in our target markets, and any consolidation of publishers or customers may give the resulting enterprises greater bargaining power or result in the loss of publishers and customers that use our platform, reducing our potential base of publishers and customers, each of which would lead to erosion of our revenue.

Our ability to grow and maintain our profitability could be materially affected if changes in technology and customer expectations outpace our service offerings and the development of our internal tools and processes, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our growth, profitability and the diversity of our revenue sources will depend on our ability to develop and adopt new technologies to expand our existing offerings, proactively identify new revenue streams and improve cost efficiencies in our operations, all while meeting rapidly evolving customer expectations. Although we are focused on maintaining and enhancing the capabilities of our platform, we may not be successful in anticipating or responding to our customers’ expectations and interests in adopting evolving technology solutions and the integration of these technology solutions into our platform may not achieve the intended enhancements or cost reductions in our operations which may exert pressure on our gross margins as costs for our growing business increase. Our failure to innovate, maintain technological advantages or respond effectively and timely to changes in technology or to control costs or keep our pricing strategy private could have a material adverse effect on our business, financial performance, financial condition and cash flows.

If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, advertising agencies or publishers and our revenue and results of operations may decline.

Our industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction by our competitors of new and enhanced offerings. We must constantly make investment decisions regarding our existing and future offerings and technology to meet customer demand and evolving industry standards. We may make wrong decisions regarding these investments. If new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of our platform. New customer or publisher demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or business model. If we fail to adapt to our rapidly changing industry or to evolving customer needs, demand for our platform could decrease and our business, financial condition and operating results may be adversely affected.

If we are unable to appropriately price our services to meet changing customer demands, our business, financial performance, financial condition and cash flows may be adversely affected.

The prices we are able to charge for our services are affected by a number of factors, including price competition, our ability to accurately estimate revenues from customer engagements, our ability to estimate resources and other costs for long-term pricing and cash flows for long-term contracts, our customers’ perceptions of our ability to add value through our services, introduction of new services or products by us or our competitors and general economic and political conditions. Therefore, if we are unable to appropriately price our services, there could be a material adverse effect on our business, financial performance, financial condition and cash flows.

In particular, as internet browsers deprecate third-party cookies, if our cookieless solutions do not perform as well as cookie-based solutions, our prices, along with the rest of the Open Web’s prices, may decline as customers place a lower value in less targetable inventory. In addition, privacy regulations may further restrict

20 customers’ ability to run targeted advertising campaigns, which will lead to pricing decline since customers will want to pay less for less targeted advertising. See “ —We, our customers and our publisher partners are subject to laws and regulations globally, including those related to data privacy, data protection, information security, consumer protection across different markets where we conduct our business, including in the U.S. and Europe, and industry requirements and such laws, regulations and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, results of operations and financial condition.”

Advertisers may choose to shift more spend to Walled Gardens as third-party cookies are deprecated among independent publishers operating outside the Walled Gardens, which can adversely affect our business, results of operations, and financial condition.

In the last couple of years, Internet browsers have started deprecating third-party cookies, small text files placed by third-party technology companies like ours on consumers’ Internet browser when they arrive on a publisher’s page. These cookies are used to track a user for targeting purposes and measure performance of digital advertising campaigns without collecting nor processing personally identifiable information. This shift by Internet browsers stems from pressure from consumers and regulators to ensure the industry is respecting user privacy as some consumers and regulators deemed cookies to be impacting consumer privacy. This decline in the use of cookies limits advertising technology companies’ ability to track and target users, potentially resulting in advertising campaigns being less effective. Google has announced that by 2022, its Chrome browser will also block third-party cookies and will offer an alternative targeting solution that does not identify users individually. Though we have developed our own cookieless alternatives, there can be no guarantee that advertisers will find our alternative solutions to be effective, and the perception that our or other solutions are not effective may cause advertisers to shift more spend away from the open Internet and towards Walled Gardens such as Facebook and Google, which do not rely as much on cookies and are able to use logged-in user data for targeting and tracking purposes.

Our senior management team is critical to our continued success and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our future success substantially depends on the continued services and performance of the members of our senior management team, and key team members possessing technical and business capabilities, including industry expertise, that are difficult to replace. Specifically, the loss of the services of our executive leadership team, and in particular, Pierre Chappaz, Founder, or Bertrand Quesada, Co-Founder and Chief Executive Officer, could seriously impair our ability to continue to manage and expand our business. There is intense competition for experienced senior management and personnel with technical expertise and expertise in the industry in which we operate, and we may not be able to retain these officers or key team members. Although we have entered into employment and non-competition agreements with all of our executive officers, certain terms of those agreements may not be enforceable and in any event these agreements do not ensure the continued service of these executive officers.

In addition, we currently do not maintain “key person” insurance covering any member of our management team. The loss of any of our key team members, particularly to competitors, could have a material adverse effect on our business, financial performance, financial condition and cash flows.

The one-time appointment bonus granted to each of Pierre Chappaz and Bertrand Quesada is not conditional, including upon Pierre Chappaz or Bertrand Quesada, respectively, remaining executive director or otherwise being active within the Teads group.

The one-time appointment bonus in the amount of $20.6 million to be paid to each of Pierre Chappaz and Bertrand Quesada in May 2022, per a one-time agreement with each entered into on July 5, 2021, is

21 non-forfeitable, and is not conditional upon Pierre Chappaz or Bertrand Quesada, respectively, remaining an executive director or otherwise remaining active within Teads. As a consequence, the amounts will be due and payable by the Company if Pierre Chappaz or Bertrand Quesada resigns as executive director or leaves Teads at any time, including prior to the closing of this offering. Additionally, the amount due to Pierre Chappaz could be greater than the amounts listed above due to the Company’s obligation to gross up the appointment bonus for all Dutch income taxes that will become due by him and all Dutch wage withholding taxes to be withheld by the Company on his behalf in connection with this bonus. See “Management—Teads Compensation—Bonus Payments.”

The one-time fee granted to Pierre Chappaz is not subject to any further conditions, including closing of this offering.

The one-time fee in the amount of $35.3 million to be paid to Pierre Chappaz in October 2022 is non- forfeitable, and is not conditional upon the closing of this offering. While the Company does not expect any Dutch income taxes and Dutch wage withholding taxes will be due in connection with this fee, if any such taxes would be due or have to be withheld on his behalf, the Company will gross up the one-time fee to cover these taxes as well as any related costs (including, but not limited to, late payment interest and penalties) as the case may be. The amount to be paid by the Company in connection with the fee plus any non-recoverable Dutch value added taxes may not be deductible for Dutch corporate income tax purposes. See “Certain Relationships and Related Party Transactions—Relationship with Certain Team Members—Pierre Chappaz Fee.”

We, our customers and our publisher partners are subject to laws and regulations globally, including those related to data privacy, data protection, information security, consumer protection across different markets where we conduct our business, including in the U.S. and Europe, and industry requirements and such laws, regulations and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, results of operations and financial condition.

The jurisdictions where we operate, as well as our contracts, require us to comply with or facilitate our customers’ and partners’ compliance with numerous, complex and sometimes conflicting legal regimes, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including anti-corruption, internal and disclosure control obligations, data privacy and protection, wage-and-hour standards, employment and labor relations, trade protections and restrictions, import and export control, tariffs, taxation, sanctions, data, information and transaction processing security, records management, privacy and security practices, data residency, corporate governance, anti-trust and competition, team member and third-party complaints, government affairs and other regulatory requirements affecting trade and investment. Failure to perform our services in a manner that complies with any such requirements could result in breaches of contracts with our customers. The application of these laws and regulations to our customers is often unclear and may at times conflict. Further, some regulators have considered placing limits or bans on outstream videos due to bandwidth and energy consumption concerns. Such limits or bans could have an adverse effect on our business, results of operations and financial condition. The global nature of our operations increases the difficulty of compliance. For example, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by regulations applicable to us or our customers, including the U.S. Foreign Corrupt Practices Act. We cannot provide assurance that our customers will not take actions in violation of our internal policies or U.S. laws.

In order to provide our products and services, we also receive, store and process data about, or related to, our customers, publisher partners, employees and services providers, and so are subject to a variety of data privacy laws and regulations as well as contractual obligations, which may include obligations to conform to industry standards.

22 The U.S. federal and various state and foreign governments have adopted or proposed limitations and restrictions on the collection, distribution, use and storage of data relating to individuals, including the use of such data for marketing, advertising and other communications with individuals and businesses. In the U.S., various laws and regulations apply to the collection, processing, disclosure and security of certain types of data. Additionally, the Federal Trade Commission and many state attorneys general have interpreted federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data. If we fail to comply with any such laws or regulations, we may be subject to enforcement actions that may not only expose us to litigation, fines and civil and/or criminal penalties, but also require us to change our business practices as well as have an adverse effect on our business, results of operations and financial condition. Additionally, if we face such enforcement actions or other penalties, we may suffer a reputational risk that could have an adverse effect on our business, results of operations and financial condition.

The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data, and may affect the manner in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation and use of personal information, or certain categories thereof, which could result in a material increase in the cost of collecting or otherwise obtaining such data and could limit the ways in which we may use or disclose information. In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices (sometimes referred to as behavioral advertising or personalized advertising), such as cross-device data collection and aggregation, and the use and distribution of de-identified and indirect data resulting therefrom, including for purposes of personalization and the targeting of advertisements, have come under increasing scrutiny by legislative, regulatory and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices and other devices, to associate such data with user or device identifiers or de-identified identities across devices and channels. Because we, and our customers and publishers, rely upon large volumes of such data collected primarily through cookies and similar technologies, it is possible that these efforts may have a substantial and adverse impact on our ability to collect and use data from Internet users, which could have an adverse effect on our business, results of operations and financial condition. It is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services. However, we cannot guarantee that these efforts will be sufficient to mitigate any adverse effect on our business caused by such changes in laws, regulations and industry standards.

In the U.S., the U.S. Congress and state legislatures, along with federal regulatory authorities, have recently increased their attention on matters concerning the collection and use of consumer data. For instance, the Federal Trade Commission has become increasingly aggressive in prosecuting alleged failure to secure personal data as unfair and deceptive acts or practices under the Federal Trade Commission Act. In the U.S., non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the person does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model or other more restrictive regulations were to be adopted in the U.S., less data would be available, and the cost of data would be higher. Such increased costs, as well as any increased compliance risks associated with such restrictive regulations, could have an adverse effect on our business, results of operations and financial condition.

California recently enacted the CCPA, which creates individual privacy rights for California residents and increases the privacy and security obligations of businesses handling personal data. The CCPA is enforceable by the California Attorney General and provides for civil penalties and a private right of action relating to certain data security incidents, in each case, as a result of an entity’s non-compliance with the CCPA. The CCPA generally requires covered businesses to, among other things, provide new disclosures to California consumers and afford California consumers new abilities to opt-out of certain sales of personal information, a concept that is

23 defined broadly, and although formal guidance has not been issued, behavioral advertising is believed to be a sale under CCPA by us, consumer advocacy groups and, in some cases, our larger competitors. We cannot yet fully predict the impact of the CCPA, or subsequent related regulations or guidance, on our business or operations, but it may require us to further modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. Decreased availability and increased costs of information could adversely affect our ability to meet our customers’ requirements and could have an adverse effect on our business, results of operations and financial condition.

Additionally, a recent California ballot initiative, the California Privacy Rights Act (the “CPRA”), imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data starting in January 2023. As voted into law by California residents in November 2020, the CPRA could have an adverse effect on our business, results of operations and financial condition. The effects of the CCPA and CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

The CCPA has encouraged “copycat” laws and in other states across the country, such as in Nevada, Virginia, New Hampshire, Illinois and Nebraska. Such new privacy laws may add additional complexity, variation in requirements, restrictions, and potential legal risk, require additional investment in resources to compliance programs, and could impact strategies and availability of consumer data and could result in increased compliance costs and/or changes in business practices and policies.

In Europe, the General Data Protection Regulation (“GDPR”) took effect on May 25, 2018 and applies to products and services that we provide in Europe, as well as the processing of personal data of European Union citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union. For example, we have been required to offer new controls to users in Europe before processing data for certain aspects of our service. Failure to comply with GDPR may result in significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue. In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease/change our processing of our data, enforcement notices and/ or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other types of litigations that are similar to class action in the U.S. (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources and reputational harm.

Further, in the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive will be replaced by a European Union Regulation, known as the ePrivacy Regulation, which will significantly increase fines for non-compliance and impose burdensome requirements around obtaining user consent. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. As regulators start to enforce the strict approach, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our advertising campaigns, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulators have already started to enforce the strict approach in certain jurisdictions in which we operate, for example in France and in the United Kingdom and it has begun to occur in Germany, where data protection authorities have initiated a probe on third-party cookies. In addition, as part of the European digital strategy, it was announced that the European Commission would upgrade the rules governing digital services in the European Union by proposing two legislative initiatives: the Digital Services Act and the Digital Markets Act. In that context, the European Data Protection Supervisor introduced a proposal in December 2020 to recommend a ban on targeting advertising based on tracking Internet users’ digital activity, as well as restrictions on the categories of data that can be processed for targeting purposes

24 and the categories of third-party data that may be disclosed to advertisers. The draft proposal includes a push for transparency on the parameters of recommender algorithms. If this proposal or a similar one is passed in the European Union or elsewhere, we may incur substantial costs as we modify our systems to adapt to the new regulatory environment. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Any failure to achieve required data protection standards (which are not currently clear when applied to the online advertising ecosystem) may result in lawsuits, regulatory fines or other actions or liability, all of which may harm our results of operations. Because the interpretation and application of privacy and data protection laws such as the CCPA and GDPR, and the related regulations and standards, are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions. As such, we could inadvertently fail to comply or be alleged to have failed to comply with such laws, and consequently be subject to significant statutory damages and negative publicity associated with class action litigation and/or costs associated with modifying our solutions and business strategies.

In Brazil, the National Data Protection Authority announced its regulatory strategy for 2021-2023 in early 2021, establishing as its primary objectives the strengthening of data protection culture and establishing an effective data protection regulatory environment, signaling an increased focus on data privacy matters. As additional countries make their data privacy regimes more robust, we may incur substantial costs in order to comply with a variety of regulatory approaches.

In addition to the law and regulations described above, we are also subject to other laws and regulations that dictate whether, how and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.

Compliance with these laws and regulations may involve significant costs, consume significant time and resources or require changes in our business practices that result in reduced revenue and profitability. We may also face burdensome and expensive governmental investigations or enforcement actions, regarding our compliance, including being subject to significant fines. Non-compliance could also result in penalties, fines, damages, criminal sanctions against us, our officers or our team members, prohibitions on the conduct of our business, damage to our reputation, restrictions on our ability to process information, allegations by our customers that we have not performed our contractual obligations or other unintended consequences.

In addition, we are required under various laws to obtain and maintain accreditations, permits and/or licenses for the conduct of our business in all jurisdictions in which we have operations and, in some cases, where our customers receive our services. If we do not maintain our accreditations, licenses or other qualifications to provide our services or if we do not adapt to changes in legislation or regulation, we may have to cease operations in the relevant jurisdictions and may not be able to provide services to existing customers or be able to attract new customers. Our failure to comply with applicable legal and regulatory requirements could have a material adverse effect on our reputation, business, financial performance, financial condition and cash flows.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us or our customers or publishers. We are members of self-regulatory bodies that impose additional requirements related to the collection, use and disclosure of consumer data. Under the requirements of these self-regulatory bodies, in addition to other compliance obligations, we are obligated to provide consumers with notice about our use of cookies and other technologies to collect consumer data and of our collection and use of consumer data for certain purposes, and to provide consumers with certain choices relating to the use of consumer data. Some of these self-regulatory bodies have the ability to discipline members or participants, which could result in fines, penalties and/or public

25 censure (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies. If we were to be found responsible for such a violation, it could adversely affect our reputation, as well as our business, results of operations and financial condition.

Our operating results may experience significant variability and as a result it may be difficult for us to make accurate financial forecasts and our actual operating results may experience variability, including falling short of our forecasts.

Our growth has not been, and in the future is not expected to be, linear as our period-to-period results have in the past and may in the future fluctuate due to certain factors, including customer demand, a long selling cycle, delays or failures by our customers to provide anticipated business, losses or wins of key customers, variations in team member utilization rates resulting from changes in our customers’ operations, delays or difficulties in expanding our offices and infrastructure, capital investment amounts that may be inappropriate if our financial forecasts are inaccurate, changes to our pricing structure or that of our competitors, currency fluctuations, seasonal changes in the operations of our customers, our ability to recruit team members with the right skillset, failure to meet service delivery requirements as a result of technological disruptions, the timing of acquisitions and other events identified in this prospectus, increased costs to acquire inventory from publishers, all of which may significantly impact our results and the accuracy of our forecasts from period-to-period. For example, the volume of business with some of our customers in the Travel and Hospitality sector is significantly affected by seasonality, and our revenue is typically higher in the fourth quarter due to spending patterns of our customers with calendar fiscal years.

Additionally, for some strategic publishers, we offer a minimum revenue guarantee, typically for a one-year period. Although we have generally been successful in providing advertising demand that generates revenue exceeding the minimum, we have, in some cases, under-delivered the demand and have had to true-up the difference. We have factored this into our financial planning. However, should sudden changes in demand lead to greater true-ups, our business, results of operations and financial condition may be adversely affected.

Seasonal fluctuations in advertising activity could have a material impact on our revenue, cash flow and operating results.

Our revenue, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our customers’ spending on advertising campaigns. For example, customers tend to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. Moreover, advertising inventory in the fourth calendar quarter may be more expensive due to increased demand for advertising inventory. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods. If our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on our revenue, cash flow and operating results from period-to-period.

If we are unable to meet publisher quality standards for which advertisements appear on their sites, our relationships with publishers may suffer which could adversely affect our business, results of operations and financial condition.

While we have processes and technologies to ensure consistently high-quality advertising, our failure to ensure the advertising that goes through our platform meets the standards of our publisher partners could lead to contract cancellations or other responses by our publisher partners. On our platform, advertisers can upload their own ads so it is possible that an advertiser could upload content that a publisher deems to be inappropriate for its audience. If our processes and technologies to prevent this were to fail, our relationships with publishers may suffer which could adversely affect our business, results of operations and financial condition.

26 Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results.

Since Teads S.A. was founded approximately 15 years ago, it has experienced rapid growth and significantly expanded its operations. To manage this growth effectively, we must continually evaluate and evolve our organization. We must also manage our employees, operations, finances, technology and development and capital investments efficiently. Our efficiency, productivity and the quality of our platform and customer service may be adversely impacted if we do not train our new personnel, particularly our engineering, sales and support personnel, quickly and effectively, or if we fail to appropriately coordinate across our organization. We also need to manage cultural differences between our team member populations and that may increase the risk for employment law claims. Additionally, our rapid growth may place a strain on our resources, infrastructure and ability to maintain the quality of our platform. You should not consider our revenue growth and levels of profitability in recent periods as indicative of future performance. In future periods, our revenue or profitability could decline or grow more slowly than we expect. Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results.

Our growth prospects are dependent upon attracting and retaining enough qualified team members to support our operations, as competition for highly skilled personnel is intense, and failure to do so may result in an adverse impact on our business and financial results.

Our business is highly competitive and labor intensive. Our growth prospects, success and ability to meet our customers’ expectations and our growth objectives depends on our ability to recruit and retain team members with the right technical skills and/or language capabilities at competitive cost levels. We need to continuously attract and seek new talent, and there is significant competition for professionals with skills necessary to perform the services we offer to our customers. In addition, in some of the geographies we operate there may be a limited pool of potential professionals with the skills we seek. The increased competition for these professionals increases our costs to recruit and retain team members and presents challenges for us in finding team members. In particular, we depend on attracting and retaining key sales, account management and engineering talent. If we are unable to attract and retain such talent, it may reduce our ability to gain new business and maintain existing customer relationships.

Additionally, our failure to provide innovative benefits to our team members could decrease our competitiveness as an employer and adversely impact our ability to attract and retain a skilled workforce. To attract and retain highly-skilled team members, we have had to offer, and believe we will need to continue to offer, differentiated compensation packages, specific to the geography and skill sets of the team members we are seeking to attract and hire. We have also had to incur costs to provide specialized services and amenities to our team members that impact the profitability of our business. We may need to make significant investments to attract and retain new team members and we may not realize sufficient returns on these investments. An increase in the attrition rate among our team members, particularly among our higher skilled workforce, would increase our recruiting and training costs and decrease our operating efficiency, productivity and profit margins. From time to time, we have also experienced higher levels of voluntary attrition, and, in those periods, we have been required to expend time and resources to recruit and retain talent, restructure parts of our organization and train and integrate new team members. If we are not able to effectively attract and retain team members, we may see a decline in our ability to meet our customers’ demands, which may impact the demand for our services and we may not be able to innovate or execute quickly on our strategy, and our ability to achieve our strategic objectives will be adversely impacted and our business will be harmed.

Additionally, evolving technologies, competition and/or customer demands may entail high costs associated with retaining and retraining existing team members and/or attracting and training team members with new backgrounds and skills. Changing team member demographics, organizational changes, inadequate organizational structure and staffing, inadequate team member communication, changes in the effectiveness of our leadership, a lack of available career and development opportunities, changes in compensation and benefits,

27 the unavailability of appropriate work processes and tools, customer reductions and operational efficiency initiatives may also negatively affect team member morale and engagement, harm our ability to retain acquired talent from our acquisitions, increase team member turnover, increase the cost of talent acquisition and negatively impact service delivery and the customer experience. If we are unable to attract and retain sufficient numbers of highly-skilled professionals, our ability to effectively lead our current projects and develop new business could be jeopardized, and our business, financial performance, financial condition and cash flows could be materially adversely affected.

Our international operations subject us to additional costs and risks, and may not yield returns, and our continued international expansion may not be successful.

We are an international company operating out of 36 offices in 23 countries around the world with approximately 820 employees as of March 31, 2021. We expect to continue to expand our international operations; further expansion may require significant management attention and financial resources and may place burdens on our management, administrative, operational, legal and financial infrastructure. The costs and risks inherent in conducting business internationally include: • difficulty and cost associated with maintaining effective controls at foreign locations; • adapting our platform and solutions to customers’ and publishers’ preferences and customs; • difficulties in staffing and managing foreign operations; • difficulties in enforcing our intellectual property rights; • new and different sources of competition; • regulatory and other delays and difficulties in setting up foreign operations; • compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and the United Kingdom Anti-Bribery Act 2010, by us, our employees and our business partners; • compliance with export and import control and economic sanctions, laws and regulations, such as those administered by the U.S. Office of Foreign Assets Control; • compliance with foreign data privacy laws, such as the European Union ePrivacy Directive and GDPR; • restrictions on the transfers of funds; • currency exchange rate fluctuations and foreign exchange controls; • economic and political instability in some countries; • health or similar issues, such as a pandemic or epidemic; and • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks. These factors and others could harm our ability to increase international revenues and, consequently, could adversely affect our business, results of operations and financial condition. The expansion of our existing international operations and entry into additional international markets will require significant management attention and financial resources. Our failure to manage these risks successfully could adversely affect our business, results of operations and financial condition.

28 We are subject to economic, political and other risks of doing business globally and in emerging markets.

We are a global business with a substantial majority of our assets and operations located outside the U.S. In addition, our business strategies may involve expanding or developing our business in emerging market regions, including EMEA, South America and Asia Pacific. Due to the international nature of our business, we are exposed to various risks of international operations, including: • adverse trade policies or trade barriers; • tax policies; • inflation, hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates; • difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions; • exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries; • inadequate infrastructure and logistics challenges; • sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy; • challenges in maintaining an effective internal control environment with operations in multiple international locations, including language and cultural differences, expertise in international locations and multiple financial information systems; • concerns relating to the protection and security of our personnel and assets; and • labor disruptions, civil unrest, significant political instability, wars or other armed conflict.

These risks may impede our strategy by limiting the countries and regions in which we are able to expand. The impacts of these risks may also only materialize after we have begun preparations and made investments to provide services in this new country or region. The exposure to these risks may require us to incur additional costs to mitigate the impact of these risks on our business.

Additionally, international trade and political disputes can adversely affect the operations of multinational corporations like ours by limiting or disrupting trade and business activity between countries or regions. For example, we may be required to limit or halt operations, terminate customer relationships or forego profitable customer opportunities in countries which may in the future be subject to sanctions or other restrictions on business activity by corporations such as ours, by U.S. legislation, executive order or otherwise. Some of our customers may in the future be subject to such sanctions. Additionally, failure to resolve the trade dispute between the countries may also lead to unexpected operating difficulties in certain countries, including enhanced regulatory scrutiny, greater difficulty transferring funds or negative currency impacts.

Fluctuations in foreign currency exchange rates could harm our financial performance.

The functional currency, which is the currency that best reflects the economic environment in which the subsidiaries of Teads S.A. operate and conduct their transactions, is separately determined for each of these subsidiaries and is used to measure their financial position and operating results. As we expand our operations to new countries, our exposure to fluctuations in these currencies may increase and we may incur expenses in other currencies. There may be fluctuations in currency exchange rates between the U.S. dollar and other currencies we transact in which may adversely impact our financial results. In addition, the impact of the COVID-19 pandemic on macroeconomic conditions may impact the proper functioning of financial and capital markets and result in unpredictable fluctuations in foreign currency exchange rates.

29 Our financial performance could be adversely affected over time by certain movements in exchange rates, particularly if currencies in which we incur expenses appreciate against the USD or if the currencies in which we receive revenues depreciate against the USD.

We are subject to payment-related risks if customers dispute or do not pay their invoices, and any decreases in payments could have a material adverse effect on our business, results of operations, and financial condition. These risks may be heightened as a result of the COVID-19 pandemic and resulting economic downturn.

We generate revenue primarily through revenue payments from our customers for advertising spend. We invoice agencies, DSPs and advertisers and collect the full purchase price for the digital ad impressions they purchase. We pay the publishers based on the pricing agreed through online terms and conditions, classic contracts and minimum guarantee contracts. However, in some cases, we are required to pay publishers for digital ad impressions delivered even if we are unable to collect from the advertiser that purchased the digital ad impressions. In the past, certain advertisers have sought to slow their payments to us or have been forced into filing for bankruptcy protection (mainly in the U.S.), resulting in us not receiving payment. We may experience issues receiving payment going forward from both our DSP customers and performance advertisers, some of which are not as reputable and financially stable as our larger advertising customers and agencies.

Thus far, none of the bankruptcies of our DSP customers have materially impacted us, but if a substantial number of our DSP partners or a large-scale DSP partner were to fail to pay us for our services, our business would be negatively impacted. While our contracts generally do not contain such exposure, there are certain agreements under which we may be responsible for the whole amount of contracted spending, whether or not ultimately paid by the advertiser.

In addition, a prolonged economic downturn may lead additional advertisers to slow or default on payments or in some cases seek bankruptcy protection. We cannot assure you that we will not experience bad debt in the future, and write-offs for bad debt could have an adverse effect on our business, results of operations or financial condition in the periods in which the write-offs occur. If our cash collections are significantly diminished as a result of these dynamics, our revenue and/or cash flow could be adversely affected, and we may need to use working capital to fund our accounts payable pending collection from the advertisers. This may result in additional costs and cause us to forgo or defer other more productive uses of that working capital.

Moreover, we experience requests from publishers and advertisers for discounts, fee concessions or revisions, or other forms of consideration, refunds and greater levels of pricing transparency and specificity, in some cases as a condition to maintain the relationship or to increase the amount of advertising spend that the customer sends to our platform. In addition, we offer discounts or other pricing concessions in order to attract more inventory or demand, or to compete effectively with other providers that have different or lower pricing structures and may be able to undercut our pricing due to greater scale or other factors. Our revenue, the value of our business and our share price could be adversely affected if we cannot maintain and grow our revenue and profitability through volume increases that compensate for any price reductions, or if we are forced to make significant fee concessions or refunds, or if customers reduce spending with us, or publishers reduce inventory available through our platform due to pricing issues.

Our business depends on our ability to successfully obtain payment from our customers for work performed and to bill and collect on what are usually relatively short cycles. We evaluate the financial condition of our customers and maintain allowances against receivables. Macroeconomic conditions, such as any domestic or global credit crisis or disruption of the global financial system, including as a result of the COVID-19 pandemic, could also result in financial difficulties for our customers, up to and including insolvency or bankruptcy, as well as limit their access to the credit markets and, as a result, could cause customers to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. We have had customers in the past who have entered into insolvency proceedings and have defaulted on their obligations to us. Timely collection of customer balances

30 also depends on our ability to complete our contractual commitments, including delivering on the service level our customers expect, and bill and collect our contracted revenues. If our customer is not satisfied with our services or we are otherwise unable to meet our contractual requirements, we might experience delays in collection of and/or be unable to collect our customer balances, and if this occurs, our financial performance, financial condition and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.

We may incur liabilities for which we are not insured, and may suffer reputational damage in connection with certain claims against us.

We could be sued directly for claims that could be significant, such as claims related to breaches of privacy or network security, infringement of intellectual property rights, violation of wage and hour laws, or systemic discrimination, and our contracts may not fully limit or insulate us from those liabilities. Additionally, in our contracts with our customers, we indemnify our customers for losses they may incur for our failure to deliver services pursuant to the terms of service set forth in such service contracts, and a limited number of our service contracts provide for high or unlimited liability for the benefit of our customers related to damages resulting from breaches of privacy or data security in connection with the provision of our services. Although we have various insurance coverage plans in place, including coverage for general liability, errors or omissions, property damage or loss and information security and privacy liability, that coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more claims. The policies may also have exclusions which would limit our ability to recover under them, the limits under the policy may be insufficient, or our insurers may deny coverage following their investigation of a claim. The successful assertion of one or more large claims against us that are excluded from our insurance coverage or exceed available insurance coverage, or changes in our insurance policies (including premium increases, the imposition of large deductible or co-insurance requirements, changes in terms and conditions or outright cancellation or non-renewal of coverage), could have a material adverse effect on our business, financial performance, financial condition and cash flows. Furthermore, the assertion of such claims, whether or not successful, could cause us to incur reputational damage, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our team members, contractors, consultants or other associated parties may behave in contravention of our internal policies or laws and regulations applicable to us, or otherwise act unethically or illegally, which could harm our reputation or subject us to liability.

We have implemented and expect to implement a number of internal policies, including a code of ethics and conduct and policies related to security, privacy, respectful behavior in the workplace, anti-bribery and anti-corruption, security, localized labor and employment regulations, health and safety and securities trading in order to promote and enforce ethical conduct and compliance with laws and regulations applicable to us. Compliance with these policies requires awareness and understanding of the policies and any changes therein by the parties to whom they apply. We may fail to effectively or timely communicate internal policies or changes therein to our team members, contractors, consultants or other associates, and such persons may otherwise fail to follow our policies for reasons beyond our control. We are exposed to the risk that our team members, independent contractors, consultants or other associates may engage in activity that is unethical, illegal or otherwise contravenes our internal policies or the laws and regulations applicable to us, whether intentionally, recklessly or negligently. It may not always be possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may be ineffective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including harm to our reputation and the imposition of significant fines or other sanctions, all of which could have a material adverse effect on our customer relationships, business, financial condition and financial performance.

31 We may be subject to litigation and other disputes, which could result in significant liabilities and adversely impact our financial results.

From time to time, we are subject to lawsuits, arbitration proceedings, and other claims brought or threatened against us in the ordinary course of business. These actions and proceedings may involve claims for, among other things, compensation for personal injury, workers’ compensation, employment discrimination and other employment-related damages, damages related to breaches of privacy or data security, breach of contract, property damage, liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. In addition, we may also be subject to class action lawsuits, including those alleging violations of the Fair Labor Standards Act in the U.S. and its international equivalents, state and municipal wage and hour laws, and misclassification of independent contractors.

Due to the inherent uncertainties of litigation and other dispute resolution proceedings, we cannot accurately predict their ultimate outcome. The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify. Class action lawsuits may seek recovery of very large or indeterminate amounts. Accordingly, the magnitude of the potential loss may remain unknown for substantial periods of time. These proceedings could result in substantial cost and may require us to devote substantial resources to defend ourselves. The ultimate resolution of any litigation or proceeding through settlement, mediation or a judgment could have a material impact on our reputation and adversely affect our financial performance and financial position.

Our platform could be susceptible to errors, defects or unintended performance problems that could adversely affect our business, results of operations and financial condition.

We depend upon the sustained and uninterrupted performance of our platform to operate our business. Software bugs, faulty algorithms, technical or infrastructure problems or system updates could lead to an inability to process data to place advertisements or price inventory effectively, or cause advertisements to display improperly or be placed in proximity to inappropriate content, which could adversely affect our business, results of operations and financial condition. These risks are compounded by the complexity of our technology and the large amounts of data we utilize. Because our platform is complex, undetected material defects, errors and failures may occur. Despite testing, errors or bugs in our platform may not be found until it is in our live operating environment. For example, changes to our solution have in the past caused errors in the measurements of transactions conducted through our platform, resulting in disputes raised by customers. Errors or failures in our solution, even if caused by the implementation of changes by publishers or partners to their systems, could also result in negative publicity, damage to our reputation, loss of or delay in market acceptance of our solution, increased costs or loss of revenue or loss of competitive position. In such an event, we may be required or choose to expend additional resources in an attempt to mitigate any problems resulting from defects, errors and failures in our platform. As a result, defects or errors in our products or services could harm our reputation, result in significant costs to us, impair the ability of publishers to sell and for advertisers to purchase inventory and impair our ability to fulfill obligations with publishers and partners. Any significant interruptions could adversely affect our business, results of operations and financial condition.

While we believe our team members undergo appropriate training, if any person, including any of our team members, negligently disregards or intentionally breaches controls or procedures with which we are responsible for complying with respect to such data or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in our possession or control occurs, we could be subject to significant liability to our customers or our customers’ clients for breaching contractual confidentiality and security provisions or for permitting access to personal information subject to privacy laws, as well as liability and penalties in connection with any violation of applicable privacy laws or criminal prosecution. Unauthorized disclosure of sensitive or confidential customer or team member data, whether through breach of computer systems, systems failure, team member negligence, fraud or misappropriation, or otherwise, could damage our reputation and cause us to lose customers and result in liability to individuals whose information was compromised. Similarly, unauthorized access to or through our information systems and networks or those we develop or manage for our customers and publisher partners, whether by our team members or third parties,

32 could result in negative publicity, damage to our reputation, loss of customers or business, class action or other litigation, costly regulatory investigations and other potential liability.

Additionally, remote-working solutions deployed during the COVID-19 pandemic could result in heightened confidentiality and security risks on account of services being delivered in a physically unsupervised environment and via computer systems and networks outside of our control and management and could create additional opportunities for cybercriminals to exploit vulnerabilities. If any person, including any of our team members, intentionally or inadvertently penetrates our perimeter or internal network security, computing infrastructure or otherwise mismanages or misappropriates sensitive data, or discloses or distributes any such data in an unauthorized manner, we could be subject to significant liability and class action or other lawsuits from our customers or their clients for breaching contractual confidentiality provisions or privacy laws, or investigations and penalties from regulators. Under some of our customer contracts, we have from time-to-time agreed to pay for the costs of remediation or notice to end users or credit monitoring, as well as other costs.

In addition, certain third parties to whom we outsource certain of our services or functions, or with whom we interface, store our information assets or our customers’ confidential information, as well as those third parties’ providers, are also subject to the risks outlined above. Although we generally require our vendors to hold sufficient liability insurance and provide indemnification for any liability resulting from the vendor’s breach of the services agreement, a breach or attack affecting these third parties, any delays in our awareness of the occurrence of such breach or attack, and our or third parties’ inability to promptly remedy such a breach or attack, could also harm our reputation, business, financial performance, financial condition and cash flows, and could subject us to liability for damages to our customers and their clients. Failure to select third parties that have robust cybersecurity and privacy capabilities may also jeopardize our ability to attract new customers, who may factor their assessment of risks associated with such third parties in their decision.

Cyber-attacks penetrating the network security of our data centers or any unauthorized disclosure or access to confidential information and data of our customers or their end clients could also have a negative impact on our reputation and customer confidence, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

If we fail to detect or prevent fraud on our platform, or malware intrusions into the systems or devices of our publisher partners and their consumers, advertisers and publishers could lose confidence in our platform, and we could face legal claims that could adversely affect our business, results of operations and financial condition.

We may be subject to fraudulent or malicious activities undertaken by persons seeking to use our platform for improper purposes. For example, someone may attempt to divert or artificially inflate advertiser purchases through our platform, or to disrupt or divert the operation of the systems, and devices of our publisher partners, and their consumers in order to misappropriate information, generate fraudulent billings or stage cyberattacks, or for other illicit purposes. For example, sophisticated bot-nets and other complex forms of click fraud might be used to generate fraudulent impressions and divert advertising revenue from legitimate websites of publishers. Those activities could also introduce malware through our platform in order to commandeer or gain access to information on consumers’ computers. We use third-party tools and proprietary machine learning algorithms to identify non-human traffic and malware, and we may reduce or terminate relationships with publishers that we find to be engaging in such activities. Although we continuously assess the quality and performance of advertising on publishers’ digital media properties, and rely on our own and third-party tools, as well as the controls of publishers, it may nevertheless be difficult to detect fraudulent or malicious activity. As such, our platforms and systems may be vulnerable to, and from time to time, experience, unauthorized access, damage or other interruptions. Further, perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both us and third parties to continually improve processes for assessing the quality of publisher inventory and controlling fraudulent activity. If we fail to detect or prevent fraudulent or malicious activity of this sort, our reputation could be damaged, advertisers may contest payment, demand refunds, or fail to give us future business, or we could face legal claims from

33 advertisers. Even if we are not directly involved in fraud or malicious activity, any sustained failures of others in our industry to adequately detect and prevent fraud could generate the perception that programmatic trading is unsafe and lead our publisher partners to avoid programmatic advertising.

We depend on third-party data centers, the disruption of which could adversely affect our business, results of operations and financial condition.

We host our infrastructure at third-party data centers. Any damage to or failure of our systems generally would adversely affect our ability to properly allocate resources and timely deliver our products or services which may prevent us from operating our business. We rely on the Internet and, accordingly, depend upon the continuous, reliable, and secure operation of Internet servers, related hardware and software and network infrastructure. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities, with whom we may experience problems, have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so. Problems faced by our third-party data center operations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of publishers. Additionally, improving our platform’s infrastructure and expanding its capacity in anticipation of growth in new channels and formats, as well as implementing technological enhancements to our platform to improve its efficiency and cost-effectiveness are key components of our business strategy, and if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any errors, defects, disruptions or other performance problems could adversely affect our reputation, expose us to liability, cause us to lose customers or otherwise adversely affect our business, results of operations and financial condition. Service interruptions might reduce our revenue, trigger refunds to publishers, harm our reputation, subject us to potential liability or adversely affect our business, results of operations and financial condition.

The ongoing effects of the COVID-19 pandemic, or the occurrence of a natural disaster, an act of terrorism, power outage, vandalism or sabotage, cyberattack or other unanticipated problems at these facilities could result in interruptions in the availability of our platform. While we have disaster recovery arrangements in place, they have not been tested under actual disasters or similar events and may not effectively permit us to continue to provide our products and services in the event of any problems with respect to our data centers. If any of these events were to occur to our business, our business, results of operations or financial condition could be adversely affected.

Platform outages or disruptions, including any interruptions due to cyberattacks or to our failure to maintain adequate security and supporting infrastructure as we scale, could damage our reputation and our business, results of operations and financial condition.

As we grow our business, we expect to continue to invest in our platform infrastructure, including hardware and software solutions, network services and database technologies, as well as potentially increase our reliance on open source software. Without these improvements, our operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality or delays in reporting accurate information regarding transactions in our platform, any of which could negatively affect our reputation and ability to attract and retain customers and publishers. The steps we take to enhance the reliability, integrity and security of our platform as it scales are expensive and complex, and poor execution could result in operational failures. In addition, maintaining the security and availability of our platform, network and internal IT systems and the security of information we hold on behalf of our customers is a critical issue for us and our customers. Attacks on our customers and our own network are frequent and take a variety of forms, including distributed denial-of-service attacks, infrastructure attacks, botnets, malicious file attacks, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms and malicious software programs. Cyberattack techniques

34 such as phishing, ransomware and social engineering are constantly evolving and becoming increasingly diverse, growing increasingly more sophisticated and could involve denial-of-service attacks or other maneuvers that have the effect of disrupting the availability of services on our platform, such that cyberattacks on our platform may remain undetected for an extended period of time, which could seriously harm our reputation and business. Other types of cyberattacks could harm us even if our platform operations are left undisturbed. For example, attacks may be designed to deceive employees into releasing control of their systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. We have historically been the target of phishing attempts, including fraudulent acts by individuals usurping our identity, and we may be the target of such attempts in the future. We are also vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously or, unintentionally or intentionally, interfere with the intended operations of our platform. Incidents like this can give rise to a variety of losses and costs, including legal exposure, and regulatory fines, damages to brand reputation, amongst others. Although we maintain insurance coverage, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation and our business, results of operations and financial condition.

We must scale our platform infrastructure to support anticipated growth and transaction volume. If we fail to do so, we may limit our ability to process ad impressions, and we may lose revenue.

Our business depends on processing ad impressions in milliseconds, and we must handle an increasingly large volume of such transactions. The addition of potential new solutions, such as header bidding in mobile and the CTV and over-the-top formats; the need to support evolving advertising formats; our handling, and use, of increasing amounts of data; and overall growth in impressions place growing demands upon our platform infrastructure. If we are unable to grow our platform to support substantial increases in the number of transactions and in the amount of data we process, on a high-performance, cost-effective basis, our business, results of operations and financial condition could be adversely affected. We expect to continue to invest in our platform in order to meet these requirements, and that investment may adversely affect our business, results of operations and financial condition.

We may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions or manage the associated risks, all of which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We may seek opportunities to expand the scope of our existing services, add new customers or enter new geographic markets through acquisitions. To the extent we pursue growth through acquisitions, there can be no assurance that we will successfully identify suitable candidates or that we will effect strategic transactions at attractive prices, have sufficient capital resources to finance any potential acquisitions or be able to consummate any desired transactions. Our failure to complete potential acquisitions in which we have invested or may invest significant time and resources could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Acquisitions, including completed acquisitions, involve a number of risks, including diversion of management’s attention from operating our business, developing our relationships with key customers and seeking new revenue opportunities, failure to retain key personnel of acquired companies, legal risks and liabilities relating to the acquisition or the acquired entity’s historic operations which may be unknown or undisclosed and for which we may not be indemnified fully or at all, failure to integrate the acquisition in a timely manner, and, in the case of our potential acquisitions, our ability to finance the acquisitions on attractive terms or at all, any of which could have a material adverse effect on our business, financial performance, financial condition and cash flows. Future acquisitions may also result in the incurrence of indebtedness or the issuance of additional equity securities.

35 If we fail to maintain a consistently high level of service experience and implement and communicate high- quality corporate sustainability and social purpose activities, our ability to attract new, and retain existing customers and team members could be adversely affected.

Our customers’ loyalty and their likelihood to expand the services that they use with us and to recommend us is dependent upon our ability to provide a service experience that meets or exceeds their expectations and that is differentiated from our competitors. We believe our focus on customer experience is critical to attracting new customers and retaining and growing our business with our existing customers. If we are unable to maintain a consistently high level of service, our customers could change service providers, our revenues and profitability could be negatively impacted and our reputation could suffer.

In addition, we believe the corporate sustainability and social purpose activities in which we are involved also assist us in attracting and retaining customers and team members. The corporate sustainability and social purpose activities that we are involved in are important to the Company and are a part of our culture and we believe it is a differentiating factor for customers in choosing to work with us. More and more companies, including many of our customers, are demanding that their service providers embody corporate sustainability and social purpose goals that reflect their own brand image and are consistent with the ones their customers and other stakeholders have adopted and are declining to work with providers who do not reflect these values. If we are unable to meet or exceed the evolving expectations of our customers in these areas or implement high-quality corporate sustainability and social purpose activities on a timely basis, and effectively communicate them to our customers, our reputation may suffer, which may negatively impact our ability to attract new and retain existing customers. Our corporate sustainability and social purpose activities are also important to recruiting and retaining our team members, and our failure to meet or exceed the evolving expectations of our team members in these areas could have adverse impacts on our ability to attract and retain talent upon which our service offerings depend. As a result, we have in the past invested significant resources in developing and maintaining our corporate sustainability and social purpose activities, and the required levels of such investments may increase in the future as such activities become increasingly important to our customers and team members, which would increase our costs and may adversely affect our financial performance and cash flows.

Although we strive to implement a customer-first culture, any failure to maintain a consistently high level of customer service, or a market perception that we do not maintain high-quality customer service, or a failure to communicate effectively or meet our customers’ and team members’ expectations about our corporate sustainability and social purposes initiatives, could adversely affect our ability to attract new customers and retain existing customers, and increase attrition and other costs associated with retaining talent, all of which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our business and financial results have been and will continue to be adversely affected by the COVID-19 pandemic and could be adversely affected by another global pandemic or economic and geopolitical conditions, which could negatively affect our customers’ and partners’ businesses and levels of business activity, demand for our services as well as our and our customers’ and partners’ liquidity and access to capital.

The COVID-19 pandemic has spread to nearly all countries around the world, including each of the countries where our offices are located, and has created significant uncertainty and disruption. Governmental measures and regulations, such as city or country-wide lockdowns, local, domestic and international travel restrictions as well as closures of the enabling infrastructure necessary for our business to operate smoothly, have resulted, and may in the future result, in restrictions on our ability to fully deliver services to our customers. Such measures present concerns that may dramatically affect our ability to conduct our business effectively, including, but not limited to, adverse effects on our team members’ health and a slowdown and often a stoppage of delivery, work, travel and other activities which are critical for maintaining on-going business activities. The effects of the pandemic have caused our customers to defer decision making, delay planned work, reduce volumes or seek to terminate current agreements with us. As a result of the COVID-19 pandemic, we have had to temporarily close a

36 number of our sites in accordance with government ordinances applicable in the various jurisdictions in which we operate. Closures of sites for such extended periods of time may impact our ability to retain and attract talent, which may have negative impacts on our human resources costs and our profitability.

The increase in remote working may also result in customer privacy, IT security and fraud concerns as well as increase our exposure to potential wage and hour issues. An at-home workforce introduces increased risks to satisfying our contractual obligations and maintaining the security and privacy of the data we process. Further, although we have not experienced significant issues with our managerial and financial reporting to date as a result of a restriction on travel or otherwise, in the future, we may suffer delays in managerial and financial reporting, be unable to perform audits and apply effective internal controls over financial reporting or fail to abide by other regulatory or compliance requirements to which we are subject as a result of the effects of the COVID-19 pandemic.

Given the uncertainty around the severity and duration of the impact of the COVID-19 pandemic on our customers’ and publishers’ businesses and the countries and communities in which we operate, including the possible resurgence of infection rates, spread to communities previously not significantly affected and the changes in the mitigation and protective measures used to combat the COVID-19 pandemic, we cannot reasonably estimate its impact on our future business, financial performance, financial condition and cash flows. To the extent the COVID-19 pandemic adversely affects our business, financial condition, financial performance and cash flows, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

In addition to the impact directly on our business, the COVID-19 pandemic has caused, and is likely to continue to cause, additional slowdown in the global economy, as is evidenced by the recent declines in investments, exports and industrial production. The global spread of the COVID-19 pandemic has created, and is likely to continue to create, significant volatility, uncertainty and economic disruption. In addition, volatility in the domestic politics of major markets may lead to changes in the institutional framework of the international economy which presents a particular risk for a business as international as ours.

Changes in the general level of economic activity, such as decreases in business and consumer spending, could result in a decrease in demand for the products and services that our customers provide to their clients, and consequently reduce our customers’ demand for our services, which would reduce our revenue. Economic and political uncertainty could undermine business confidence and cause potential new customers to delay engaging us and our existing customers to reduce or defer their spending on our services or reduce or eliminate spending under existing contracts with us. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets. For example, following the withdrawal of the United Kingdom from the European Union, commonly known as “Brexit”, on January 31, 2020, the United Kingdom entered into a transition period which terminated on December 31, 2020, before which on December 24, 2020, the United Kingdom and the European Union agreed to a trade deal (the “Trade and Cooperation Agreement”) which was ratified by the United Kingdom on December 30, 2020. The Trade and Cooperation Agreement is subject to formal approval by the European Parliament and the Council of the European Union before it comes into effect and has been applied provisionally since January 1, 2021. It is difficult to predict the effect of Brexit on the European and global economy, and hence there is significant political and economic uncertainty regarding the future trading relationship between the United Kingdom and the European Union. These and other economic and geopolitical conditions may affect our business in a number of ways, as we have operations in 23 countries and we service customers across multiple geographic regions. If any of these conditions affect the countries in which our customers are located or conduct their business, we may experience reduced demand for and pricing pressure on our services, which could lead to a reduction in business volumes and could adversely affect financial performance.

37 Our customer contracts, which can be canceled at any time, do not usually include any commitments to spend any amount of money with us, subjecting us to sudden changes in spend estimates which could have an adverse effect on our business, financial performance, financial condition and cash flows.

Our customers generally provide estimates of how much they will spend on advertising with us, but they do not usually commit contractually to a specific spend amount, which is typical practice in the digital advertising industry. Though we believe that we have a strong revenue forecasting system, there are times when sudden terminations or unforeseen reductions in spend occur due to reasons beyond our control, including sudden changes in a customer’s campaign needs or financial situation unrelated to our relationship with the customer. For example, certain of our customers have experienced adverse pressures on their businesses as a result of the COVID-19 pandemic, which has affected the revenue we receive from these engagements and the predictability of advertising revenues during this uncertain period. If we are unable to effectively forecast revenue, we may not be able to make the best decisions with respect to investment and management, which could have a material adverse effect on our business, financial condition, financial performance and cash flows.

In preparing our financial statements, we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.

In preparing our financial statements, we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results. We make assumptions, judgments and estimates for a number of items, including those listed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates.” These assumptions, judgments and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as at the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results.

We have no history of operating as a separate, publicly-traded company, and may not have access to the same resources and advantages that we would have if we did not become a public company, such that our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

Following our initial public offering, there is a risk that, by becoming an independent public company, we may incur higher costs for certain functions and overhead as we establish some independent corporate functions and become more susceptible to market fluctuations and other adverse events than we would have been if we did not become a public company. Additionally, we have been able to leverage the historical market reputation and performance of the Altice group to recruit and retain key personnel to run our business. As a publicly-traded company, we will not have the same historical market reputation and it may be more difficult for us to recruit or retain such key personnel. Other changes may occur in our cost structure, management, financing and business operations as a result of operating as a public company and these changes could be material to us. As a result, our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

Our business could be materially and adversely affected if we do not protect our intellectual property or if our services are found to infringe on the intellectual property of others.

Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in providing our services. We engage in designing, developing, implementing and maintaining applications and other proprietary materials. In order to protect our rights in these various materials, we may seek protection under trade secret, patent, copyright and trademark laws. We also generally enter into confidentiality and nondisclosure agreements with our customers and potential customers, and third-party vendors, and seek to

38 limit access to and distribution of our proprietary information. For our team members and independent contractors, we require confidentiality and proprietary information agreements. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage, and legal and contractual remedies available to us may not adequately compensate us. Additionally, although we have some registered trademarks, such registrations are subject to complex rules and regulations and can be challenged by third parties. As such, we may not be successful in maintaining our registered trademarks or obtaining trademark registration for those for which we have applied or may in the future apply. Further, even in the event we are successful in maintaining or obtaining such trademarks, such registrations may not be effective in preventing infringement or misappropriation by third parties.

We may be unable to protect our intellectual property and proprietary machine learning algorithms or brand effectively, which may allow competitors to duplicate our technology and products and may adversely affect our ability to compete with them. At the same time, our competitors may independently develop technology or services that are equivalent to or superior to ours. Given our international operations, the laws, rules, regulations and treaties in effect in the jurisdictions in which we operate and the contractual and other protective measures we take, may not be adequate to protect us from misappropriation or unauthorized use of our intellectual property, or from the risk that such laws could change. To the extent that we do not protect our intellectual property effectively, other parties, including former team members, with knowledge of our intellectual property may leave and seek to exploit our intellectual property for their own or others’ advantage. We may not be able to detect unauthorized use and take appropriate steps to enforce our rights, and any such steps may not be successful. Infringement by others of our intellectual property, including the costs of enforcing our intellectual property rights, may have a material adverse effect on our business, financial performance, financial condition and cash flows.

In addition, we cannot be certain that our products and services do not and will not infringe or misappropriate the intellectual property rights of others. We have in the past been, and may in the future be, subject to legal disputes and claims in the ordinary course of our business, including claims that our systems, processes, marketing, data usage or technologies infringe on the intellectual property rights of third parties. Non-practicing entities may also bring baseless, but nonetheless costly to defend, infringement claims. We could be required to indemnify our customers if they are sued by a third party for intellectual property infringement arising from materials that we have provided to the customers in connection with our services and deliverables. We may not be successful in defending against such intellectual property claims, in which case we could lose valuable property rights, or in obtaining licenses or an agreement to resolve any intellectual property disputes. Furthermore, intellectual property laws may change over time, and such changes may impair our ability to maintain, protect or enforce our intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, we cannot provide assurances that a future assertion of an infringement claim against us or our customers will not cause us to alter our business practices, lose significant revenues, incur significant license, royalty or technology development expenses or pay significant monetary damages or legal fees and costs. Any such claim for intellectual property infringement may have a material adverse effect on our business, financial performance, financial condition and cash flows. In addition, we may be required to license technology from third parties to develop and market our products and services, which may not be available on commercially reasonable terms, or at all, and could adversely affect our ability to compete.

If publishers or customers do not have sufficient rights to the content, technology, data or other material that they provide or make available to us, our business and reputation may be harmed.

If publishers or customers do not have sufficient rights to the content, technology, data or other material associated with an ad impression that they provide, or if it infringes or is alleged to infringe the intellectual property rights of third parties, we could be subject to claims from those third parties, which could adversely affect our business, results of operations, and financial condition. For example, channel partners may aggregate ad impressions across several publishers, and we may not be able to verify that these aggregators own or have rights to all of their digital ad impressions. As a result, we may face potential liability for copyright,

39 patent, trademark or other intellectual property infringement, or other claims. Litigation to defend these claims, whether or not meritorious, could be costly and have an adverse effect on our business, results of operations and financial condition. We cannot assure you that we are adequately insured to cover claims of these types or adequately indemnified for all liability that may be imposed on us as a result of these claims.

Terrorist attacks and other acts of violence, including those involving any of the countries in which we or our customers or publishers have operations, could lead to or exacerbate an economic recession and pose significant risks to our team members and facilities.

Terrorist attacks and other acts of violence or war may adversely affect worldwide financial markets and could potentially lead to, or exacerbate, an economic recession, which could adversely affect our business, financial performance, financial condition and cash flows. These events could adversely affect our customers’ or publishers’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our team members and to our offices and operations around the world. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars. Any such event could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We may need to raise additional funds to pursue our growth strategy or continue our operations, and we may be unable to raise capital when needed or on acceptable terms, which could lead us to be unable to expand our business.

From time to time, we may seek additional financing to fund our growth, enhance our technology, respond to competitive pressures or make acquisitions or other investments, such as investing in a CTV platform. We cannot predict the timing or amount of any such capital requirements at this time. General economic, financial or political conditions in our markets may deteriorate or other circumstances may arise, which, in each case, may have a material adverse effect on our cash flows and our business, leading us to seek additional capital. We may be unable to obtain financing on satisfactory terms, or at all. In this case, we may be unable to expand our business at the rate desired or at all and our financial performance may suffer. Financing through issuances of equity securities would be dilutive to holders of our Class A Shares.

After the offering, certain of our executive officers and directors may have actual or potential conflicts of interest.

Certain of our executive officers and directors may have relationships with third parties that could create, or appear to create, potential conflicts of interest. Our executive officers and directors who are executive officers and directors of our significant shareholders could have, or could appear to have, conflicts of interest, such as where our significant shareholders are required to make decisions that could have implications for both them and us. See “Management.”

If we cannot maintain our culture as we grow, our services, financial performance and business may be harmed.

We believe that our unique entrepreneurial culture, our dedication to serving our customers and our publisher partners at the highest level and our dedication to building and maintaining a fun, fair and inspiring workplace has led to our ability to attract and retain a highly-skilled, engaged and motivated workforce. We believe that this has driven our strong customer retention and the higher satisfaction scores we receive from our customers, which has, in part, been responsible for our growth and differentiation in the marketplace. As we evolve our products and services, grow into new geographies, open new delivery locations, increase the number of team members and acquire new companies, it may become more difficult for us to maintain the culture that supports our success. If our unique culture is not maintained, our ability to attract and retain highly skilled team members and customers may be adversely impacted, and our operational and financial results may be negatively affected.

40 Risks Related to Certain Tax Matters Changes in tax laws or administrative policies related to tax, in particular as it relates to taxation of digital services, could materially affect our financial position and results of operations. Changes in tax laws or administrative policies related to tax in the jurisdictions where we operate may increase our worldwide effective tax rate, create tax and compliance obligations in jurisdictions in which we previously had none and adversely affect our financial position and cash flows. In addition, our ability to repatriate surplus earnings from our operating subsidiaries in a tax-efficient manner is dependent upon interpretations of local laws, bilateral tax treaties and European Union law, as well as possible changes in local laws and European Union law and the renegotiation of existing bilateral tax treaties. Changes to any of these may adversely affect our overall tax rate, or the cost of our services to our customers, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Among the recent and possible future changes to tax laws that may affect our business are those relating to the taxation of digital services. In March 2018, the European Commission released a proposal for a European Council directive on taxation of specified digital services. The proposal calls for an interim tax on certain revenues from digital activities, as well as a longer-term regime that creates a taxable presence for digital services and imposes a tax on digital profits. Some jurisdictions have enacted a tax on technology companies that generate revenues from the provision of digital services, including the United Kingdom, France, Spain and Italy, and a number of other jurisdictions are considering enacting similar digital tax regimes. In addition, the Organisation for Economic Co-operation and Development, as part of its Base Erosion and Profit Shifting (“BEPS”) Action Plan, recently released proposals that provide a long-term, multilateral framework on taxation of the digital economy. Although we do not know the exact impact, future developments related to some or all of these proposals could have an adverse impact on our effective tax rate and/or affect our business by increasing our future tax obligations.

U.S. persons that are treated as owning at least 10% of our shares may not be furnished with sufficient information to comply with their U.S. income tax reporting obligations.

As a result of the comprehensive U.S. tax reform bill signed into law on December 22, 2017, we expect the Company and its non-U.S. subsidiaries will be classified as “controlled foreign corporations” for U.S. federal income tax purposes due to the expanded application of certain ownership attribution rules within a multinational corporate group. If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to the Company and one or more of our controlled foreign corporation subsidiaries. A United States shareholder of a controlled foreign corporation generally will be required to annually report and include in its U.S. taxable income, as ordinary income, its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, whether or not we make any distributions to such United States shareholder. An individual United States shareholder generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporate United States shareholder with respect to a controlled foreign corporation. A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties, loss of foreign tax credits and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are controlled foreign corporations for any given year or whether any investor is a United States shareholder with respect to any such controlled foreign corporations. We also cannot guarantee that we will furnish to United States shareholders information that may be necessary to comply with the aforementioned reporting obligations. U.S. investors should consult their tax advisors regarding the potential application of these rules to their investment in our shares. The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our Class A Shares.

41 We may be treated as a passive foreign investment company, which could result in material adverse tax consequences for investors in the Class A Shares subject to U.S. federal income tax.

We will be classified as a passive foreign investment company (a “PFIC”) for any taxable year if either: (1) at least 75% of our gross income is “passive income” for purposes of the PFIC rules, or (2) at least 50% of the value of our assets, determined on the basis of a quarterly average, is attributable to assets that produce or are held for the production of passive income. Based on our income, assets and business activities, we expect that we will not be classified as a PFIC for U.S. federal income tax purposes for our current taxable year or in the near future. The determination of PFIC status is made annually at the end of each taxable year and is dependent upon a number of factors, some of which are beyond our control, including the relative values of our assets and subsidiaries, and the amount and type of our income. As a result, there can be no assurance that we will not be a PFIC in 2021 or any subsequent year or that the IRS will agree with our conclusion regarding PFIC status and would not successfully challenge our position. If we are treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations to U.S. Holders”) holds the Class A Shares, the U.S. Holder may be subject to material adverse tax consequences upon a sale or other disposition of the Class A Shares, or upon the receipt of distributions in respect of the Class A Shares. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are a PFIC for any taxable year. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to their investment in the Class A Shares. For further discussion, see “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations to U.S. Holders.”

Dividends distributed by the Company on the Class A Shares to certain related parties in low-tax jurisdictions might in the future become subject to an alternative Dutch withholding tax on dividends.

Under current law, dividends paid on our Class A Shares are in principle subject to Dutch dividend withholding tax at a rate of 15% under the 1965 Dividend Withholding Tax Act, unless a domestic or treaty exemption applies. On March 25, 2021, the Dutch State Secretary of Finance submitted a bill to the Dutch parliament pursuant to which a new ‘anti tax haven’ dividend withholding tax would be imposed on dividends paid to related entities in low-taxed jurisdictions, effective January 1, 2024. An entity is related if (i) it holds, directly or indirectly a qualifying interest in us or (ii) an entity in which a third party holds a direct or indirect qualifying interest that also holds a qualifying interest in us. An entity is also considered related to us if this entity is part of a collaborating group (samenwerkende groep) of entities that jointly directly or indirectly holds a qualifying interest in us. The term ‘qualifying interest’ means a directly or indirectly held interest that enables such entity or such collaborating group to exercise a definite influence over another entities’ decisions, such as us, and allows it to determine the other entities’ activities. The tax haven withholding tax will be imposed at the highest corporate income tax rate in effect at the time of the distribution (currently 25%). The tax haven withholding tax liability will be reduced with any dividend withholding tax already imposed on distributions under the existing 1965 Dividend Withholding Tax Act so that the overall effective rate of withholding of dividend withholding tax and tax haven withholding tax combined would not exceed the highest corporate income tax rate in effect at the time of the distribution (currently 25%). The bill is subject to amendment during the course of the legislative process and it needs to be approved by both chambers of the Dutch parliament before it can enter into force.

One or more taxing authorities could challenge our exclusive Dutch residency for corporate income tax purposes, and if such challenge were to be successful, we could be subject to increased and/or different taxes than we expect, including potentially a Dutch dividend withholding tax in respect of a deemed distribution of our entire market value less paid-up capital.

As a company incorporated under the laws of the Netherlands, we are deemed to be a resident for Dutch corporate income tax and dividend withholding tax purposes. This means that, throughout our existence, we are subject to Dutch corporate income tax as a resident taxpayer and our shareholders are subject to Dutch dividend withholding tax. Depending on the way we conduct our business, however, tax authorities of other jurisdictions may claim that we are (also) a tax resident in their jurisdiction, in which case we may be also

42 subject to corporate taxation in such other jurisdiction and distributions made by us to our shareholders may suffer withholding taxes imposed by such jurisdiction in addition to any Dutch dividend withholding tax. To resolve such dual tax residency issues, we may have access to international tax dispute resolution mechanisms under tax treaties or, if double taxation occurs within the European Union, the European Union Arbitration Directive, or we can submit our case for judicial review in the jurisdictions concerned. These procedures would require substantial time, costs and efforts and it is not certain whether double corporate and dividend withholding taxation can be resolved under all circumstances.

In addition, under a proposal of law currently pending before the Dutch parliament, the Emergency act conditional dividend exit tax (Spoedwet conditionele eindafrekening dividendbelasting “Dividend Exit Tax”), we will be deemed to have distributed an amount equal to our entire market capitalization less recognized paid-up capital immediately before the occurrence of certain events, including if we cease to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and become, for the purposes of such tax treaty, a tax resident of a jurisdiction that does not impose a withholding tax on dividends which is comparable to the Dutch dividend withholding tax or that does impose such a tax, but does not impose such tax on increases in our market capitalization attributable to the period during which we were a tax resident of the Netherlands for the purposes of this treaty. This deemed distribution will be subject to a 15% tax. An automatic interest free unconditional indefinite extension for the full amount of the tax will be granted. However, the extension will expire, inter alia, if and to the extent we would make distributions after the taxable event for the purposes of the Dividend Exit Tax (in respect of which the extension is granted). In that event, the Dividend Exit Tax rules prescribe that we have a right to recover the amount of deferred tax that has become due from our shareholders through compensation with the shareholder’s dividend receivable, irrespective of whether that shareholder held Class A Shares at the time we became a tax resident of the other jurisdiction. If we do not recover this amount from our shareholders, we will have to pay such part of the deferred tax ourselves. It is not certain whether the Dividend Exit Tax will be enacted and if so, whether in its present form or with amendments. If enacted in its present form before the Dutch parliament, the Dividend Exit Tax will have retroactive effect from September 18, 2020.

Risks Related to the Offering and Ownership of our Class A Shares Our results of operations and common share price may be volatile, and the market price of our Class A Shares after this offering may drop below the price you pay. Our quarterly results of operations are likely to fluctuate in the future in response to numerous factors, many of which are beyond our control, including each of the factors set forth above. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our Class A Shares to wide price fluctuations regardless of our operating performance. Our results of operations and the trading price of our Class A Shares may fluctuate in response to various factors, including the risks described above.

These and other factors, many of which are beyond our control, may cause our results of operations and the market price and demand for our Class A Shares to fluctuate substantially. Fluctuations in our quarterly results of operations could limit or prevent investors from readily selling their common shares and may otherwise negatively affect the market price and liquidity of our Class A Shares. In addition, in the past, when the market price of a share has been volatile, holders of that share have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

We cannot assure you that a market will develop for our Class A Shares or what the price of our Class A Shares will be, and public trading markets may experience volatility. Investors may not be able to resell their Class A Shares at or above the initial public offering price.

Before this offering, there was no public trading market for our Class A Shares, and we cannot assure you that one will develop or be sustained after this offering. If a market does not develop or is not sustained, it may be

43 difficult for you to sell your Class A Shares. Public trading markets may also experience volatility and disruption. This may affect the pricing of the Class A Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Class A Shares and the extent of regulation applicable to us. We cannot predict the prices at which our Class A Shares will trade. The initial public offering price for our Class A Shares will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which our Class A Shares will trade after this offering or to any other established criteria of the value of our business. It is possible that, in future quarters, our results of operations may be below the expectations of securities analysts and investors. As a result of these and other factors, the price of our Class A Shares may decline.

Upon the closing of this offering, we will be a Dutch public company. The rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions and may not protect investors in a similar fashion afforded by incorporation in a U.S. jurisdiction.

Upon the closing of this offering, we will be a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands. Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. However, there can be no assurance that Dutch law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the U.S., which could adversely affect the rights of investors.

The rights of shareholders and the responsibilities of directors may be different from the rights and obligations of shareholders and directors in companies governed by the laws of U.S. jurisdictions. In the performance of their duties, our directors are required by Dutch law to consider the interests of the Company and its business, including the interests of its shareholders, its employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

For more information on relevant provisions of Dutch corporate law and of our articles of association, see “Description of Share Capital” and “Comparison of Netherlands Corporate Law and Delaware Corporate Law.”

We are eligible to be treated as an emerging growth company, as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A Shares less attractive to investors because we may rely on these reduced disclosure requirements.

We are eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act.

For as long as we continue to be an emerging growth company, we may take advantage of certain reduced reporting and other requirements that are otherwise generally applicable to public companies, including presenting only limited selected financial data and not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which would otherwise be required beginning with our second annual report on Form 20-F. As a result, our shareholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual revenue exceeds $1.07 billion, if we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or if before that time we are a “large accelerated filer” under U.S. securities laws. We cannot predict if investors will find our Class A Shares less attractive because we may rely on these exemptions. If some investors find our Class A Shares less attractive as a result, there may be a less active trading market for our Class A Shares and our share price may be more volatile.

44 We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As we are a foreign private issuer and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. We do not currently intend to rely on this “foreign private issuer exemption” and instead will avail ourselves of the controlled company exemption which exempts us from certain governance requirements of Nasdaq. We may, however, in the future elect to avail ourselves of the foreign private issuer exemption and follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2021. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will be required to report under U.S. GAAP, which could alter our results of operations or depict different trends of results of operations. We will also have to comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other

45 expenses in order to maintain a listing on a U.S. securities exchange. These expenses will relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future.

We have elected to take advantage of the “controlled company” exemption to the corporate governance requirements for Nasdaq-listed companies, which could make our Class A Shares less attractive to some investors or otherwise harm the price of our Class A Shares.

A “controlled company” under Nasdaq corporate governance requirements is a company of which more than 50% of the voting power is held by an individual, group or another company. Following this offering, Altice International will control a majority of the voting power of our outstanding common shares, making us a “controlled company” within the meaning of Nasdaq corporate governance requirements. Because we qualify as a “controlled company” under the corporate governance requirements for Nasdaq companies, we are not required to have a majority of our non-executive directors be independent, nor are we required to have an independent compensation committee or an independent nominating function (except as contemplated by the Dutch Corporate Governance Code (the “DCGC”) on a comply or explain basis). In light of our status as a “controlled company”, a majority of our directors will not be independent and we will not have a nominating committee. In addition, although our compensation committee will initially consist entirely of independent directors, we are not required to have an independent compensation committee and the composition of the committee may change in the future. Our status as a “controlled company” could make our Class A Shares less attractive to some investors or otherwise harm the price of our Class A Shares.

We are not obligated to, and do not, comply with all best practice provisions of the Dutch Corporate Governance Code.

Upon the closing of this offering, we will be subject to the DCGC. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the executive directors, the non-executive directors and the general meeting and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the provisions of the DCGC. If they do not comply with those provisions (for example, because of a conflicting Nasdaq requirement), such company is required to give the reasons for such non-compliance. The DCGC applies to Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including Nasdaq. We do not comply with all best practice provisions of the DCGC. See “Description of Share Capital.” This may affect your rights as a shareholder and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC.

The dual-class structure of the Company’s Common Shares will have the effect of concentrating voting control with Altice International. This will limit or preclude our shareholders’ ability to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring shareholder approval. Class B Shares will not automatically convert to Class A Shares upon transfer to a third party and the voting control may therefore shift to another person upon a transfer of the Class B Shares.

Each Class B Share is entitled to 25 votes per share and each Class A Share is entitled to one vote per share. Because of the 25:1 voting ratio between our Class B Shares and Class A Shares, a majority of the combined voting power of our share capital will be held or controlled (through Altice International) by Patrick Drahi. This will allow Altice International to control all matters submitted to our general meeting for approval until such date as Altice International ceases to hold, or to have the right to vote, shares representing a majority of the outstanding votes. This concentrated control will limit or preclude the ability of the holders of Class A Shares to influence corporate matters for the foreseeable future, including the election of directors, amendment of our articles of association and any merger, demerger, sale of all or substantially all of our assets or other major corporate transaction requiring approval of our general meeting. The disparate voting rights of the Class A Shares and Class B Shares may also prevent or discourage unsolicited acquisition, proposals or offers for

46 our share capital that our shareholders may feel are in their best interest. For additional information, see “Description of Share Capital.” Our Class B Shares are convertible into our Class A Shares at the option of the holder at any time. Our articles of association do not provide for the automatic conversion of Class B Shares into Class A Shares upon transfer under any circumstances. The holders of Class B Shares thus will be free to transfer them without converting them into Class A Shares.

Altice International controls the direction of our business, and its concentrated ownership of our share capital will prevent you and other shareholders from influencing significant decisions.

After giving effect to the sale of our Class A Shares pursuant to this offering, Altice International will control (directly or indirectly) 98.5% (or 98.3% if the underwriters exercise their option to purchase additional Class A Shares from the selling shareholders in full) of the aggregate voting power in the Company. For so long as Altice International continues to control a majority of the voting power, it will generally be able to significantly influence the outcome of all corporate actions requiring approval of the general meeting.

So long as Altice International continues to control a majority of the voting power of our shares, it will be able to influence the composition of our board of directors and thereby influence our policies and operations, including the appointment of management, future issuances of shares or other securities, the payment of dividends, if any, on shares, the incurrence or modification of debt by us, amendments to our articles of association and the entering into extraordinary transactions, and its interests may not in all cases be aligned with our other shareholders’ interests. In addition, Altice International may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment or improve its financial condition, even though such transactions might involve risks to our other shareholders. For example, Altice International could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue- generating assets.

In addition, Altice International will be able to cause or prevent a change of control of the Company and could preclude any unsolicited acquisition of the Company. The concentration of ownership could deprive our other shareholders of an opportunity to receive a premium for their Class A Shares as part of a sale of the Company and ultimately may affect the market price of our Class A Shares.

As a result, Altice International and its affiliates’ interests may not be the same as, or may conflict with, the interests of our other shareholders or our interests. Investors in this offering will not be able to affect the outcome of a shareholder vote while Altice International controls the majority of the voting power in the general meeting. Because Altice International’s interests may differ from those of our other shareholders, actions that Altice International takes with respect to us, as our controlling shareholder, may not be favorable to us or to our other shareholders.

If you purchase Class A Shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A Shares is substantially higher than the net tangible book deficit per share. Therefore, if you purchase our Class A Shares in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book deficit per share after this offering. Based on the initial public offering price of $19.50 per Class A Share, you will experience immediate dilution of $18.17 per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering at the initial public offering price. We also have a number of outstanding options to purchase Class A Shares with exercise prices that are below the initial public offering price of our Class A Shares. To the extent that these options are exercised, you will experience further dilution. See “Dilution” for more detail.

47 Shareholders may not be able to exercise pre-emptive rights and, as a result, may experience substantial dilution upon future issuances of Class A Shares. Furthermore, Class A Shares acquired by the Company in its own share capital following a conversion of Class B Shares into Class A Shares may be disposed of by the Company and, as a result, shareholders may experience dilution of their interest.

In the event of an issuance of Class A Shares, subject to certain exceptions, each shareholder will have a pro rata pre-emptive right in proportion to the aggregate nominal value of the Class A Shares held by such shareholder. These pre-emptive rights may be restricted or excluded by a resolution of the general meeting or by another corporate body designated by the general meeting. Prior to the closing of this offering, our board of directors will be authorized, for a period of five years, to issue shares or grant rights to subscribe for shares up to our authorized share capital from time to time and to limit or exclude pre-emptive rights in connection therewith. This designation may be renewed, amended or extended by special resolution at a general meeting, and the Company plans to seek such renewal in the future. In addition, pre-emptive rights do not exist with respect to the issue of preference shares, with a nominal value of four eurocent (€ 0.04) each (“Preference Shares”) and holders of Preference Shares, if any, have no pre-emptive right to acquire newly issued Common Shares. Also, pre-emptive rights do not exist with respect to the issue of shares or grant of rights to subscribe for shares to employees of the Company or contributions in kind. This could cause our existing shareholders to experience substantial dilution of their interest in us.

In the event of a conversion of Class B Shares into Class A Shares, the Company will immediately upon such conversion acquire 24 Class A Shares in its own share capital for no consideration for each converted Class B Share. The Company may dispose of these Class A Shares pursuant to a resolution of the board of directors. This could cause our existing shareholders to experience substantial dilution of their interest in us.

Certain anti-takeover provisions in our articles of association and under Dutch law may prevent or could make an acquisition of the Company more difficult, limit attempts by our shareholders to replace or remove directors and may adversely affect the market price of our Class A Shares.

Our articles of association that will be in effect upon closing of this offering contain provisions that could delay or prevent a change in control of the Company. These provisions could also make it difficult for shareholders to appoint directors or take other corporate actions, including effecting changes in our management. These provisions include: • a provision that our executive and non-independent non-executive directors may only be appointed upon binding nomination of Next Alt S.a` r.l. (the “Nominating Shareholder” or “Next Alt”), which can only be overruled with a two-thirds majority of votes cast representing at least 50% of our issued share capital; • a provision that our executive and non-independent non-executive directors may only be removed by the general meetings by a two-thirds majority of votes cast representing at least 50% of our issued share capital if such removal is not proposed by the Nominating Shareholder; • the term of office of our directors, as a result of which half of the directors will in principle be subject to election upon three years and the other half will be subject to election upon four years; • the inclusion of Preference Shares in our authorized share capital that may be issued by our board of directors, in such a manner as to dilute the interest of shareholders; • requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our board of directors; • minimum shareholding thresholds, based on nominal value, for shareholders to call general meetings or to add items to the agenda for those meetings; and • a right for our board of directors to invoke a statutory response time of 250 days.

48 See “Description of Share Capital—Anti-takeover provisions.”

As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to put in place appropriate and effective internal controls over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner, which may adversely affect investor confidence in us and, as a result, the value of our Class A Shares.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. 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 financial statements will not be prevented or detected on a timely basis.

If our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on our internal control over financial reporting, when required, or if additional material weaknesses or deficiencies in our internal controls are identified, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our share price may be adversely affected.

As a result of becoming a public company in the U.S., we will become subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act.

As a foreign private issuer listed on Nasdaq, we will incur legal, accounting and other expenses that we did not previously incur. We will be subject to the reporting requirements of the Exchange Act, the Sarbanes- Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements and other applicable securities rules and regulations, as well as the U.S. Foreign Corrupt Practices Act. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources. The Exchange Act requires that, as a public company, we file or furnish annual and certain other reports with respect to our business, financial condition and result of operations. We are currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or make it more difficult or expensive for us to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports. Effective internal controls, together with adequate disclosure controls and procedures, are designed to

49 prevent or detect material misstatement due to fraud or error and to provide reasonable assurance as to the reliability of financial reporting. Deficiencies in our internal controls may adversely affect our management’s ability to record, process, summarize and report financial data on a timely basis. As a public company, we will be required by Section 404 of the Sarbanes-Oxley Act to include a report of management’s assessment on our internal control over financial reporting and, beginning with our annual report for the year ending December 31, 2022 or when we cease to be an emerging growth company, an independent auditor’s attestation report on our internal control over financial reporting in our annual reports on Form 20-F, subject to certain exceptions. Compliance with Section 404 of the Sarbanes-Oxley Act will significantly increase our compliance costs and management’s attention may be diverted from other business concerns, which could adversely affect our financial performance. We may need to hire more team members in the future or engage outside consultants to comply with these requirements, which would further increase expenses. If we fail to comply with the applicable requirements of the Sarbanes-Oxley Act in the required timeframe, we may be subject to sanctions, investigations or other enforcement actions by regulatory authorities, including the SEC and Nasdaq.

Prior to this offering, neither we nor our independent registered public accounting firm were required to deliver an opinion on the effectiveness of our internal control over financial reporting. We, and our independent registered public accounting firm, were not required to perform an evaluation of our internal control over financial reporting as of December 31, 2020 and December 31, 2019 in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all material weaknesses or that there will not be additional material weaknesses or deficiencies that we will identify.

As of December 31, 2020 and December 31, 2019, we identified material weaknesses in our internal control over financial reporting. The material weaknesses we identified were as follows: • We did not maintain an effective control environment to ensure that: (i) there was accountability for the performance of internal control over financial reporting responsibilities; (ii) personnel with key positions had the appropriate training to carry out their responsibilities; and (iii) corrective activities were appropriately applied, prioritized, and implemented in a timely manner. This material weakness contributed to other material weaknesses within the system of internal control over financial reporting in the following Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) components as below. • A material weakness in the risk assessment COSO component, which related to deficiencies in design and implementation of controls related to: (i) identifying, assessing, and clearly communicating appropriate objectives; (ii) identifying and analyzing risks to achieve these objectives; (iii) considering the potential for fraud in assessing risks; and (iv) identifying and assessing changes in the business that could impact the Company’s system of internal controls. The risk assessment material weakness contributed to a material weakness in monitoring activities. • A material weakness in the control activities COSO component, which related to deficiencies in design and implementation of controls related to: (i) selecting and developing control activities and information technology that contribute to the mitigation of risks and support achievement of objectives; and (ii) deploying control activities through policies that establish what is expected and procedures that put policies into action. The following were contributing factors to the material weakness in control activities:

O insufficient design and implementation of general information technology controls within access security, system change control and data center and computer operations areas;

O lack of consistently established controls to: i) review and approve manual journal entries; and ii) segregation of the function of recording and approving journal entries;

O insufficient evidence of controls related to the review of reconciliations specifically related to revenue, cost of revenue, and cash and cash equivalents; and

50 O insufficient resources within the accounting and financial reporting department to properly address segregation of duties. • A material weakness in monitoring activities, which relate to control deficiencies in the design and implementation of controls related to: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning; and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

These control deficiencies did not result in errors that were material to our annual consolidated financial statements. However, these control deficiencies could result in a misstatement in our accounts or disclosures that would result in a material misstatement to the annual consolidated financial statements that would not be prevented or detected. Accordingly, we determined that these control deficiencies constitute material weaknesses.

We are in the process of planning and implementing measures designed to remediate the material weaknesses in our internal control over financial reporting, which include: • establishing an audit committee which demonstrates independence from management and exercises oversight; • engaging an external specialist to begin implementing our Sarbanes-Oxley compliance program, taking into consideration Sarbanes-Oxley governance, risk assessment processes, testing methodologies and corrective action mechanisms. We will enhance our risk assessment procedures and conduct a comprehensive risk assessment, which includes the risk of fraud, to enhance overall compliance; • strengthening general information technology controls across the group, which includes deploying a standardized accounting application across the group, and the enhancement of the design of access security, system change control and data center and computer operations areas. As of December 31, 2020, we have deployed the standardized application in three subsidiaries, and plan to continue the roll out in additional subsidiaries through 2021, and beyond; • re-assessing and revising our processes to strengthen controls over the review and approval of journal entries and account reconciliations. Specifically, reinforcing existing policies and procedures regarding obtaining adequate supporting documentation in connection with the review and approval of journal entries and account reconciliations and enhancing staffing and systems controls to improve segregation of duties related to journal entry processing and completion and review of account reconciliations; • formalizing documentation of accounting and reporting policies and procedures and conducting in-depth training on such policies and procedures; and • continuing to evaluate and hire additional resources within our accounting and financial reporting and internal controls functions with the appropriate experience, certifications, education, and training for key financial reporting and accounting positions.

The implementation of our remediation plan may be time consuming and may place significant demands on our financial and operational resources. We cannot assure you, however, that these remediation measures will fully address the material weaknesses in our internal control over financial reporting or that we will conclude that the material weaknesses have been fully remediated. We may take additional measures, or modify the plan, to remediate the material weaknesses. Additionally, we cannot assure you that we will not identify a material weakness or significant deficiency in the future. If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately and timely report on our operating results or financial condition, which could adversely affect investor confidence in the Company and the market price of our Class A Shares.

51 A significant portion of our total issued and outstanding Class A Shares are eligible to be sold into the market in the near future, which could cause the market price of our Class A Shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our Class A Shares in the public market, or the perception in the market that the holders of a large number of Class A Shares intend to sell, could reduce the market price of our Class A Shares. Following the closing of this offering, we will have 238,095,240 Common Shares outstanding, consisting of 66,866,544 Class A Shares outstanding (or 71,820,865 Class A Shares outstanding if the underwriters exercise their option to purchase additional Class A Shares in full). All of the Class A Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act (“Rule 144”). Upon the closing of this offering, approximately 171,228,696 Class B Shares (or approximately 166,274,375 if the underwriters exercise the option to purchase additional Class A Shares in full) will be held by Altice International and convertible into Class A Shares as described herein. These shares and all remaining shares that will be outstanding upon closing of this offering (other than the Class A Shares sold in this offering) will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act.

We and all of the selling shareholders, including all of our directors, executive officers and the holders of all of our Class B Shares, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our Class A Shares or securities convertible into or exchangeable for common shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC. Such Class A Shares will, however, be able to be resold after the expiration of the lock-up periods, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up arrangements. See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our Class A Shares after this offering.

In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding share capital.

We may not pay dividends on our Common Shares in the future and, consequently, your ability to achieve a return on your investment will depend on the appreciation in the price of our Class A Shares.

We may not pay any cash dividends on our Common Shares in the future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of any future indebtedness we or our subsidiaries incur. Therefore, any return on investment in our Class A Shares is solely dependent upon the appreciation of the price of our Class A Shares on the open market, which may not occur. See “Dividend Policy.”

Teads N.V. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiaries and intermediate holding companies to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchange controls or otherwise. Our operating subsidiaries and intermediate holding companies are separate legal entities, and although they are directly or indirectly wholly owned and

52 controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A Shares adversely, our share price and trading volume of our Class A Shares could decline.

The trading market for our Class A Shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the securities or industry analysts who cover us or may cover us in the future change their recommendation regarding our Class A Shares adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A Shares would likely decline. If any securities or industry analyst who covers us or may cover us in the future were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume of our Class A Shares to decline.

Claims of U.S. civil liabilities may not be enforceable against us.

We are incorporated under the laws of the Netherlands, and our operational headquarters are located in France. Most of our assets are located outside the U.S. The majority of our directors reside outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon such persons or to enforce against them or us in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the U.S.

There is currently no treaty between the U.S. and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the Netherlands unless the underlying claim is relitigated before a Dutch court of competent jurisdiction. Under current practice, however, a Dutch court will generally, subject to compliance with certain procedural requirements, grant the same judgment without a review of the merits of the underlying claim if such judgment (i) is a final judgment and has been rendered by a court which has established its jurisdiction vis-à-vis the relevant Dutch companies or Dutch company, as the case may be, on the basis of internationally accepted grounds of jurisdiction; (ii) has not been rendered in violation of principles of proper procedure (behoorlijke rechtspleging); (iii) is not contrary to the public policy of the Netherlands; and (iv) is not incompatible with (a) a prior judgment of a Dutch court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgment is capable of being recognized in the Netherlands and except to the extent that the foreign judgment contravenes Dutch public policy (openbare orde). Dutch courts may deny the recognition and enforcement of punitive damages or other awards. Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Code of Civil Procedure.

Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws, against us or our directors, executive officers or certain experts named herein who are residents of or possessing assets in countries other than the U.S.

53 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information contained in the sections entitled “Prospectus Summary,” “Summary Historical Consolidated Financial and Other Data,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus contain forward- looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this prospectus are based upon our historical performance and on our current plans, estimates and expectations in light of the information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to: • our ability to maintain and grow our relationship with customers and publishers; • our ability to differentiate to compete effectively or continue to improve our competitive advantages over new emerging businesses; • our ability to maintain our profitability and manage business and compliance risks; • our failure to innovate and make the right investment decisions in our offerings and platform; • the laws and regulations to which we and our customers and publishers are subject globally and the adverse development of the use of digital advertising by customers through opt-in, opt-out or ad-blocking technologies or other means; • our ability to manage our growth effectively; • our ability to detect or prevent fraud on our platform, or malware intrusions into the system; • our ability to maintain a consistently high level of service experience and implement and communicate high-quality corporate sustainability and social purpose activities; • the impact of the COVID-19 pandemic on our business, financial condition, financial performance and liquidity; • our ability to scale our platform infrastructure to support anticipated growth and transaction volume; and • the other risks and uncertainties described under “Risk Factors.”

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward- looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our Class A Shares. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

54 USE OF PROCEEDS

We will not receive any of the proceeds from the Class A Shares sold by the selling shareholders.

55 DIVIDEND POLICY

We do not currently anticipate paying dividends on our Class A Shares or Class B Shares and we do not anticipate paying any dividends on our Class A Shares or Class B Shares in the foreseeable future. Under Dutch law, we may only pay dividends and other distributions from our reserves to the extent our shareholders’ equity (eigen vermogen) exceeds the sum of the paid-in and called-up share capital plus the reserves required to be maintained by Dutch law or by our articles of association and (if it concerns a distribution of profits) after adoption of the annual accounts by the general meeting from which it appears that such dividend distribution is allowed. Subject to such restrictions, any declaration and payment of future dividends or other distributions to holders of Class A Shares or Class B Shares will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our board of directors deems relevant, including any contractual prohibitions with respect to payment of distributions. See “Risk Factors—Risks Related to the Offering and Ownership of our Class A Shares—We may not pay dividends on our Common Shares in the future and, consequently, your ability to achieve a return on your investment will depend on the appreciation in the price of our Class A Shares.”

Under Dutch law and our articles of association, our board of directors may decide that all or part of the profits are added to our reserves. Before reservation of any profit, and if and to the extent Preference Shares are outstanding, first a preferred amount per annum is added to the retained earnings reserve exclusively for the benefit of the holders of Preference Shares. This preferred dividend shall be calculated on the basis of a fixed rate over the amount paid-up on the outstanding Preference Shares pro rata tempore for the period during which they were outstanding during the financial year concerned, and shall include any arrears in payment of prior years’ preferred dividends (if any). Thereafter, our board of directors may decide that all or part of the remaining profits shown in our adopted statutory annual accounts will be added to our reserves. After reservation of any such profits, any remaining profit will be at the disposal of the general meeting, subject to restrictions of Dutch law. Our board of directors is permitted, subject to certain requirements, to declare interim dividends without the approval of the general meeting. Dividends and other distributions shall be made payable no later than a date determined by us. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse, and any such amounts will be considered to have been forfeited to us (verjaring).

56 CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of March 31, 2021, as adjusted for the corporate reorganization. See “Prospectus Summary—Corporate Reorganization.”

The following table is derived from and should be read together with the sections of this prospectus entitled “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and accompanying notes included elsewhere in this prospectus.

As of March 31, 2021† Actual As Adjusted (in thousands) Cash and cash equivalents ...... $ 53,087 $ 16,134 Long-term debt (including current portion) Deferred debt transaction costs ...... $ – $ – Lease liabilities ...... $ 26,881 $ 26,881 Others ...... $ – $ 16,598 Total long-term debt ...... $ 26,881 $ 43,478 Owners’ equity: Share capital & share premium ...... $133,070 $133,070 Retained earnings ...... $254,841 $254,841 Reserves ...... $(22,620) $ (22,620) Total owners’ equity ...... $365,291 $365,291 Total capitalization ...... $391,497 $337,946

† The amount of cash available and receivables relating to the cash management mechanism within the Teads group upon the closing of this offering has been reduced as a result of corporate and financial transactions as part of the corporate reorganization (See “Prospectus Summary—Corporate Reorganization”).

57 DILUTION

If you invest in our Class A Shares in this offering, you will experience immediate and substantial dilution in the net tangible book value per share of our Class A Shares upon the closing of this offering.

Our net tangible book value as of March 31, 2021, was approximately $316.3 million, or approximately $1.33 per share. As used in this “Dilution” section, our net tangible book value per share is determined by dividing our net tangible book value (tangible assets less total liabilities) by the total number of our outstanding Common Shares that will be outstanding after giving effect to the closing of this offering.

After giving effect to the sale of Class A Shares in this offering at an assumed initial public offering price of $19.50 per share (the midpoint of the price range set forth on the cover page of this prospectus), our pro forma net tangible book value as of March 31, 2021 would have been approximately $316.3 million, or approximately $1.33 per share. This represents an immediate dilution (i.e., the difference between the offering price and the pro forma net tangible book value after this offering) to new investors participating in this offering of $18.17 per share.

The following table illustrates the per share dilution to new investors participating in this offering:

Assumed initial public offering price per share ...... $19.50 Net tangible book value per share as of March 31, 2021 ...... $ 1.33 Increase per share attributable to new investors in this offering ..... – Pro forma net tangible book value per share ...... $ 1.33 Dilution per share to new investors in this offering(1) ...... $18.17

(1) Dilution is determined by subtracting pro forma net tangible book value per share from the initial public offering price paid by a new investor.

The following table summarizes on an adjusted pro forma basis as of March 31, 2021, the total number of Class A Shares owned by existing holders and to be owned by the new investors in this offering, the total consideration paid, and the average price per share paid by our existing holders and to be paid by the new investors in this offering at $19.50, the midpoint of the price range set forth on the cover page of this prospectus, calculated before deducting estimated discounts and commissions and offering expenses:

Shares Purchased Total Consideration Average Price Number Percentage Amount Percentage Per Share Existing holders ...... 199,595,240 84% $ 283,042,667 27% $ 1.42 New investors in this offering . . . 38,500,000 16% $ 750,750,050 73% $19.50 Total ...... 238,095,240 100% $1,033,792,667 100%

A $1.00 increase (decrease) in the assumed initial public offering price of $19.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would not increase (decrease) our net tangible book value as of March 31, 2021, or the pro forma net tangible book value per share and the dilution in adjusted pro forma net tangible book value per share to new investors in this offering would increase (decrease) by $1.00 per share, assuming the number of shares offered by the selling shareholders, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses.

58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements, the related notes to the consolidated financial statements, the unaudited condensed interim consolidated financial statements and the related notes to the unaudited condensed interim consolidated financial statements of Teads S.A. included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations, and involve risks and uncertainties. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

We operate a leading, cloud-based, end-to-end technology platform that enables programmatic digital advertising for a global, curated ecosystem of quality advertisers and their agencies and quality publishers. We operate in the Open Web outside of the Walled Gardens. As an end-to-end solution, our platform consists of buy-side, sell-side, creative, data and AI optimization modules. As a result, we have built deep partnerships with both the demand and supply sides of digital advertising. For advertisers and their agencies, our platform offers a single access point to buy the inventory of many of the world’s best publishers. Through exclusive partnerships with these premium publishers, we enable customers to reach 1.9 billion unique monthly users (as of April 2021), while improving the efficiency, quality and cost of digital ad transactions. For about 3,100 publishers, we are a trusted monetization partner, providing the technology required to monetize their most valuable ad inventory programmatically. By connecting both sides through our integrated platform, known as the Teads Global Media Platform, we solve the digital programmatic advertising industry’s most significant problems related to value chain fragmentation, inefficient digital advertising pricing and quality and scale of inventory. We refer to the ecosystem enabled by Teads Global Media Platform as the Curated Internet.

Our innovative and comprehensive set of products have been trusted by publishers on the Open Web for almost a decade. In 2012, we pioneered an industry-defining video advertising format known as outstream, which is embedded in-article, specifically in between two paragraphs of editorial text. This invention immediately solved one of the biggest problems in digital advertising related to the lack of quality video inventory. Our platform is also capable of delivering display ads, which are the preferred advertising format for performance-oriented campaigns, as well as other web and app formats.

We generate revenue from our customers through programmatic advertising campaigns they book with us, using our platform to place ads on our publisher partners’ web and app properties. Though customers can use a third-party DSP to book campaigns since we are integrated into all major DSPs, they more often book campaigns using our own buying platform, Teads Ad Manager. By doing so, customers can set up their campaigns, upload creative assets to produce ad creatives, target users, set optimization criteria, control where their ads will be placed, schedule their campaigns and monitor the performance of the campaigns in the reporting interface. Customers that use Teads Ad Manager benefit from the data and insights of our end-to-end platform, which we believe results in better outcomes (i.e., ROI) than when they use a third-party DSP. On average in 2020, Teads Ad Manager delivered 24% lower CPMs, higher results on customers’ KPIs (including more than doubling the click-through rate and higher completion rate and viewability), and 100% more scale compared to DSPs. We believe our customers continue to choose us due to our scale and reach, high-quality ad placements and integrated technology platform. Our Gross Customer Retention Rates were 94% for each of the years ended December 31, 2019 and December 31, 2020. Large customers who spend more than $1 million annually with us represent a significant portion of our total revenue, contributing approximately 60% to our total revenue in the year ended December 31, 2020. We have almost doubled the number of large customers from 2017 to 2020 and have grown the revenue from our large customers at a CAGR of 33% from 2017 through 2020.

59 We enable publishers to monetize their digital advertising inventory through our Teads for Publishers platform. This full monetization platform is comprised of our proprietary SSP, ad exchange, ad server, video player, ad quality management, a comprehensive self-serve interface, full set of ad formats and audience and other targeting capabilities, and is connected with DSPs and Teads’ own buying platform, Teads Ad Manager.As a result, we are deeply embedded with our publisher partners, who rely upon our technology platform to monetize their most valuable sources of ad inventory. We believe this drives publisher stickiness and retention. For the year ended December 31, 2020, our Publisher Retention Rate was approximately 99%. We operate exclusive partnerships with over 80% of our publishers for their in-article video inventory, demonstrating the value we deliver. Our longstanding publisher partnerships are aggregated into a highly curated version of the Open Web that includes many of the world’s leading publishers like The BBC, ESPN, Meredith, The Guardian, Bloomberg, The Washington Post, Vogue, L’Equipe, El Mundo, Der Spiegel, South China Morning Post and El Universal. Our Curated Internet reaches 1.9 billion unique monthly users worldwide (as of April 2021) and presents a significant value proposition to advertisers and agencies. As of March 31, 2021, we had about 3,100 editorial publishers on our platform, representing more than 15,000 web and app properties that provide access to more than one trillion ad opportunities every year. The growing digitization of media and fragmentation of audiences has increased the complexity of advertising and thereby increased the need for automation in ad buying, reporting and analysis, which we provide with our platform. In order to grow, we will need to continue to develop our platform’s programmatic capabilities and access to quality advertising inventory. We believe that key opportunities specifically include our ongoing expansion into performance advertising, video and television ad inventory and continuing development of our data and advertising targeting capabilities. Growth of the programmatic advertising market is important for our ability to grow our business. Adoption of programmatic advertising by advertisers allows us to acquire new customers and grow revenue from existing customers. Although our customers include some of the largest advertising agencies in the world, we believe there is significant room for us to expand further within these customers and gain a larger share of their advertising spend through our interface. We also believe that the industry trends noted above will lead to advertisers adopting programmatic advertising through platforms like ours. Our growth and profitability have been underpinned by three key value propositions: • We provide customers with access to quality digital advertising supply at scale and achieve superior results for them through our platform. • We provide publishers with strong monetization through our suite of monetization solutions and by bringing premium customer demand. • We connect customers and publishers through a fully-integrated end-to-end platform that eliminates the complexity, inefficiencies and high costs that plague the Open Web. This business model has allowed us to grow significantly and achieve profitability. Our profit for the year/period was $55.3 million for the year ended December 31, 2019 and $111.5 million for the year ended December 31, 2020, and $(1.0) million for the three months ended March 31, 2020 and $28.0 million for the three months ended March 31, 2021. Our Adjusted EBITDA* was $94.4 million for the year ended December 31, 2019 and $173.8 million for the year ended December 31, 2020, and $38.7 million for the three months ended March 31, 2020 and $6.4 million for the three months ended March 31, 2021. Factors Affecting Our Performance Growth and Retention of Customer Spend

Our recent growth has been driven by retaining and expanding our share of spend by our existing customers and adding new customers. Our customers include some of the largest advertisers and advertising

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

60 agencies in the world and we believe there is significant room for us to expand further within these customers, including growing existing budgets allocated to us as they continue to see strong ROI from our solutions and growing our suite of solutions offered to them. Our future revenue growth depends upon our ability to retain our existing customers and to gain a larger share of their advertising spend through our platform.

Growth and Retention of Publisher Inventory

Our growth has been driven by retaining and expanding the volume of inventory from our existing publisher partners and adding new ones. Our publisher partners include some of the largest and most prestigious publishing groups in the world and retaining them is key for us to continue to attract advertiser spend. Our Publisher Retention Rate was approximately 99% for the year ended December 31, 2020 and we believe we will continue to maintain a high level of retention. Additionally, we believe we can grow the volume of inventory from existing publishers as digital content consumption grows amongst consumers and we believe we can access additional placements on publisher’s pages. Although we already have a significant number of publishers, including what we believe to be the highest share of premium publishers in the industry, there are still opportunities with new publishers to pursue, especially in emerging markets. Our future revenue growth depends upon our ability to retain our existing publishers, grow the volume of inventory from these publishers and add new publishers.

Growth of Emerging and New Product Offerings

A key strategy to increase spend from customers is to access additional advertising spend by offering new products to them. One of our new products which represents the largest recent growth area for us is our performance advertising offering. We launched performance advertising three years ago and it has become a significant driver of our growth. We believe it will continue to grow at a rapid rate because we believe it has generated strong ROI for customers and there is significant potential to extend our existing relationships with customers into this type of advertising. Our future revenue growth will be impacted by our ability to grow our performance advertising business and other new products.

Ability to Respond to Industry Trends

Our development and growth as a company has been the result of successfully responding to shifts in industry trends. Our future revenue will be dependent on our ability to continue to do this. One particularly important development in the industry is the deprecation of the third-party cookie, a piece of code placed on websites to allow advertising technology companies like us to identify users for targeting and tracking purposes. Several internet browsers have already blocked third-party cookies and Google Chrome has announced they will also do this in 2022. We have been proactive on privacy issues and we believe we have been a first mover in developing alternative solutions that not only allow for targeting and tracking without third-party cookies but also do so without the need to individually identify users. We believe this puts us in a leadership position in the industry and we can benefit from additional advertising budgets shifted to us as other players in the market fail to make this transition.

Continuous Innovation and Ability to Attract New Talent

We have established a reputation in the industry as an innovator since we invented outstream video advertising and we have continued to develop and roll out new innovations in all parts of our business, including guaranteed outcome solutions, ground-breaking new ad formats and unique targeting solutions. We believe that this has not only helped us attract customers and publishers but also new talent which in turn drive further innovations. Our future revenue is dependent on our ability to continue to innovate.

Growth of Adoption of Teads Ad Manager

The growth of adoption of Teads Ad Manager, our buy-side platform that enables customers to leverage our full end-to-end solution, has been significant in the last three years. Although customers can access

61 our platform and our publishers through a third-party DSP, we believe that when they use Teads Ad Manager as their access tool, they generally achieve better results and better ROI. Consequently, we believe that they spend more with us once they adopt Teads Ad Manager. Therefore, our future revenue is driven by our ability to continue to drive adoption of Teads Ad Manager as a buying platform.

Development of International Markets

For the last seven years, we have consistently increased our focus on markets outside of the U.S. and Europe to serve the global needs of our customers. We operate in 23 countries through a network of 36 offices located in EMEA, North America, South America and Asia Pacific. As a result of our significant international operations, the majority of our business is outside of Europe. We believe that the global opportunity for programmatic advertising is significant and should continue to expand as publishers and advertisers outside of the U.S. and Europe seek to take advantage of the benefits that it provides. To capitalize on this opportunity, we intend to invest further to grow our presence internationally, especially in Asia. Our growth and the success of our initiatives in newer markets will depend on the continued adoption of our platform by our existing customers, as well as new customers, in these markets.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the year in order to coincide with increased holiday purchasing. Historically, the fourth quarter of the year reflects our highest level of advertising activity and the first quarter reflects the lowest level of such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

The COVID-19 Pandemic

On March 11, 2020, the COVID-19 outbreak was declared by the World Health Organization to be a global pandemic, highlighting the health risks of the disease. In this context and following regulatory requirements published by governments in the countries in which we operate, we activated a response program in order to minimize the impact of the COVID-19 pandemic.

The COVID-19 pandemic has had a limited impact on our annual consolidated financial statements for the year ended December 31, 2020. We were impacted by a decline in the advertising businesses in the second quarter of 2020 and, to a lesser degree, in the third quarter, resulting in a lower than planned annual growth rate for 2020. However, starting in the third quarter, we experienced a rebound in spend from our customers, and in the fourth quarter, we returned to double-digit year-over-year revenue growth. Historically, the Company always had a growth rate in excess of 20% year-over-year. In 2019, we experienced 29% revenue growth over the prior year (24% in the first quarter of 2019 over the comparable period of the prior year; 32% in the second quarter of 2019 over the comparable period of the prior year; 33% in the third quarter of 2019 over the comparable period of the prior year; and 28% in the fourth quarter of 2019 over the comparable period of the prior year).

In the second quarter of 2020, the Company’s revenue declined by 26% compared to the second quarter of 2019. The Company has taken initiatives to reduce its operating expenses in the field of marketing, travel and expenses, headcount-related costs and has renegotiated supplier contracts in order to alleviate the drop in revenue. As a result, in the second quarter of 2020, our profit for the quarter grew 40% compared to the second quarter of 2019 and Adjusted EBITDA* grew by 28% compared to the second quarter of 2019. Additionally, this strong cost control has led to a higher than budgeted profit for the year and Adjusted EBITDA for 2020, demonstrating our ability to achieve strong profitability despite a temporary slowdown in our business. Although the situation continues to evolve, we expect that the COVID-19 pandemic will have limited effects on our

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

62 operations and financial performance in future periods. See “Risk Factors—Our business and financial results have been and will continue to be adversely affected by the COVID-19 pandemic and could be adversely affected by another global pandemic or economic and geopolitical conditions, which could negatively affect our customers’ and partners’ businesses and levels of business activity, demand for our services as well as our and our customers’ and partners’ liquidity and access to capital.”

In France, Germany, Spain and Switzerland, we benefited from government programs for partial unemployment. The Company requested them only in the second quarter of 2020. No particular conditions were required apart from demonstrating that the Company was impacted by the COVID-19 pandemic. We were eligible for and received a total amount of $813,000.

We have taken the global pandemic into account in our estimates, notably those related to the non-current and current assets valuation, including goodwill.

We determined that the going concern assumption is still appropriate.

Components of Our Results of Operations

We have one primary business activity and operate in one operating and reportable segment.

Revenue

We sell space to display advertising online to advertising agencies, advertisers or DSPs, which we collectively refer to as our customers, and generate revenue when a user views an ad or clicks on it.

We price our advertising campaigns in a variety of ways. The most common pricing model in the industry is cost per thousand impressions whereby a customer pays per impression, which is deemed to have occurred when an ad is displayed to a user. However, due to our ability to optimize for results successfully leveraging our machine learning algorithms, we also offer guaranteed outcome pricing models such as cost per completed view, cost per click and cost per incremental visit. Customers are invoiced monthly or at the end of their campaign activities.

See “Critical Accounting Policies and Estimates—Revenue Recognition Criteria” for a description of our revenue recognition policies.

The COVID-19 pandemic impacted our business during the second quarter and the first month of the third quarter of 2020, as some customers decided to temporarily pause or reduce their campaigns with us. The COVID-19 pandemic headwind especially impacted our large customers in the travel and luxury sectors.

Cost of Revenue

Our cost of revenue includes inventory costs from our publisher contracts, personnel costs (such as salaries), bonuses and employee benefit costs, which are directly related to the operations of advertising campaigns. Cost of revenue also includes expenses to third-party hosting fees, data purchased from third parties and insight costs, which are all also directly related to the operations of advertising campaigns.

Operating Expenses

Technology and Development. Our technology and development expense consists primarily of personnel costs, including salaries, bonuses and employee benefits costs, third-party consultant costs associated with the ongoing development and maintenance of our platform, amortization of capitalized third-party software used in the development of our platform and allocated overhead. We allocate overhead such as information

63 technology infrastructure, rent and occupancy charges based on headcount. Technology and development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are recorded as capitalized software development costs included in other assets, non-current on our consolidated balance sheet. We amortize capitalized software development costs related to platform development.

We believe that continued investment in our platform is critical to attaining our strategic objectives and long-term growth. We therefore expect technology and development expenses to increase as we continue to invest in the development of our platform to support additional features and functions, increase the number of advertising and data inventory suppliers and ramp up the volume of advertising spending on our platform. Our development efforts also include additional platform functionality to support our international expansion. We also intend to invest in technology to further automate our business processes.

Sales and Marketing. Sales and marketing expense consists primarily of personnel costs, including salaries, bonuses, employee benefits costs and commission costs for our sales and marketing personnel. Sales and marketing expense also includes costs for market development programs, advertising, promotional and other marketing activities and allocated overhead. We allocate overhead such as information technology infrastructure, rent and occupancy charges based on headcount.

Our sales organization focuses on marketing our products to increase their adoption by existing and new customers. We are also focused on expanding our international business by growing our sales teams in countries in which we currently operate, as well as establishing a presence in additional countries. As a result, we expect sales and marketing expenses to increase in absolute dollars in future periods. Sales and marketing expense as a percentage of revenue may fluctuate from period-to-period based on revenue levels and the timing of our investments in our sales and marketing functions as these investments may vary in scope and scale over periods and are impacted by the revenue seasonality in our industry and business.

General and Administrative. Our general and administrative expenses consists primarily of personnel costs, including salaries, bonuses, and employee benefits costs associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional service fees, bad debt expense and allocated overhead. We allocate overhead such as information technology infrastructure, rent and occupancy charges based on headcount. We expect to continue to invest in corporate infrastructure and incur additional expenses associated with our transition to and operation as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with developing the requisite infrastructure required for internal controls. As a result, we expect general and administrative expenses to increase in absolute dollars in future periods.

Other Income (expense)

Other income (expense) primarily consists of exchange differences arising on the settlement or translation currency of monetary balance sheet items labeled in euros. We are exposed to changes in exchange rates primarily in the U.S., Canada, the United Kingdom, Japan, Korea, Singapore, Australia, Hong Kong, Argentina, Mexico and Brazil. At December 31, 2020, our exposure to foreign currency risk was centralized at parent company level. These exchange differences in euro are then translated into U.S. dollars (our reporting currency) according to the average euro/U.S. dollar exchange rate into local currency.

Provision for Income Taxes

The provision for income taxes consists primarily of income taxes from each of the countries of our operations. Our income tax provision may be significantly affected by changes to our estimates for tax in jurisdictions in which we operate and other estimates utilized in determining the global effective tax rate. Actual results may also differ from our estimates based on changes in economic conditions. Such changes could have a

64 substantial impact on the income tax provision. We reevaluate the judgments surrounding our estimates and make adjustments, as appropriate, each reporting period.

Our effective tax rate differs from the statutory income tax rates due to local taxes, fair value adjustments and tax rate differences.

In 2020, three tax audits were closed in France, Germany and the United Kingdom with no major changes.

We did not identify any uncertain tax positions as of December 31, 2020.

Summary of Consolidated Quarterly Results

The following table sets forth our unaudited quarterly statements of operations data for each of the last eight quarters ended March 31, 2021. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included in this prospectus and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes thereto included in this prospectus. These quarterly results of operations are not necessarily indicative of our future results of operations that may be expected for any future period.

(in thousands) Q1 2021 Q4 2020 Q3 2020 Q2 2020* Q1 2020* Q4 2019 Q3 2019 Q2 2019 Revenue ...... $126,592 $216,909 $136,944 $90,854 $95,566 $169,777 $118,900 $122,922 Profit/(loss) for the period ...... $ 28,023 $ 60,584 $ 33,819 $18,155 $ (1,045) $ 19,726 $ 15,361 $ 12,963 Adjusted EBITDA† ...... $ 38,748 $ 94,753 $ 46,320 $26,326 $ 6,414 $ 43,429 $ 20,654 $ 20,512

† Adjusted EBITDA is a non-GAAP financial measure. * Q1 2020 revenue of $95,566 and Q2 2020 revenue of $90,854 were notably impacted by the COVID-19 pandemic. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance—The COVID-19 Pandemic” for additional information.

The following is a reconciliation of profit (loss) for the year/period to Adjusted EBITDA:

Q1 2021 Q4 2020 Q3 2020 Q2 2020 Q1 2020 Q4 2019 Q3 2019 Q2 2019 (in thousands of USD) Revenue ...... 126,592 216,909 136,944 90,854 95,566 169,777 118,900 122,922 Profit (loss) for the period ...... 28,023 60,584 33,819 18,155 (1,045) 19,726 15,361 12,963 Income tax expense ...... (9,809) (25,778) (11,542) (7,162) (2,041) (11,278) (7,141) (5,963) Financial (cost) income ...... 690 (3,963) (56) 19 (4,523) (1,308) 2,566 (923) Change in value of contingent consideration ...... – (2,798) – – – – – – Retention bonus* ...... – – – – – (9,910) – – Depreciation and amortization ...... (1,605) (1,629) (903) (1,028) (895) (1,207) (718) (664) Adjusted EBITDA ...... 38,748 94,753 46,320 26,326 6,414 43,429 20,654 20,512

* In 2019, the Company accrued retention bonuses for certain managers (as provided for in the share purchase agreement relating to the acquisition of Teads S.A. by Altice International in 2017) that were paid in January 2020.

Results of Operations

The following tables set forth our consolidated results of operations and our consolidated results of operations as a percentage of revenue for the periods presented: Years Ended Three Months Ended December 31, March 31, Change Change 2020 2019 Change (in %) 2021 2020 Change (in %) Revenue ...... $ 540,273 $ 509,513 $ 30,760 6 %$126,592 $ 95,566 $31,026 32 % Cost of revenue ...... $(253,138) $(281,665) $ 28,527 (10)% $ (56,753) $(60,128) $ 3,375 (6)%

65 Years Ended Three Months Ended December 31, March 31, Change Change 2020 2019 Change (in %) 2021 2020 Change (in %) Technology and development expenses ...... $ (16,037) $ (14,894) $ (1,143) 8 % $ (3,917) $ (3,875) $ (42) 1 % Sales and marketing expenses ...... $ (76,792) $(104,230) $ 27,438 (26)% $ (21,722) $(20,629) $ (1,093) 5 % General and administrative expenses ...... $ (24,949) $ (27,519) $ 2,570 (9)% $ (7,058) $ (5,415) $ (1,643) 30 % Profit from operations ...... $ 169,357 $ 81,205 $ 88,152 109% $ 37,142 $ 5,519 $31,623 573 % Changes in value of contingent consideration ...... $ (2,798) $ – $ (2,798) – – – – Financial (cost), income ..... $ (8,523) $ 550 $ (9,073) $ 690 $ (4,523) $ 5,213 Profit before tax ...... $ 158,036 $ 81,755 $ 76,281 93% $ 37,832 $ 996 $36,836 3,698% Income tax expenses ...... $ (46,523) $ (26,485) $(20,038) $ (9,809) $ (2,041) $ (7,768) 381% Profit (loss) for the year/ period ...... $ 111,513 $ 55,270 $ 56,243 102% $ 28,023 $ (1,045) $29,068 (2,782)% Attributable to non-controlling interests ...... $ (5) $ (1) $ (4) $ (3) $ (1) $ (2) Attributable to owners of the Company ...... $ 111,508 $ 55,269 $ 56,239 102% $ 28,027 $ (1,044) $29,071 Earnings per share (in USD) Basic ...... $ 222.97 $ 110.52 $ 56.03 $ (2.09) Diluted ...... $ 175.12 $ 86.80 $ 44.00 $ (2.09)

Comparison of the Years Ended December 31, 2020 and 2019 and of the Three Months Ended March 31, 2021 and 2020

Revenue

Years Ended Three Months Ended December 31, March 31, Change Change 2020 2019 $ Change (in %) 2021 2020 $ Change (in %) (in thousands, except percentages) Revenue ...... $ 540,273 $ 509,513 $ 30,760 6% $ 126,592 $ 95,566 $ 31,026 32%

Comparison of Three Months Ended March 31, 2021 and 2020. Revenue for the three months ended March 31, 2021 increased by $31 million, or 32%, compared to the three months ended March 31, 2020, confirming the strong performance of our business. In the first quarter of 2020, we were negatively impacted by the COVID-19 pandemic at the end of March, as some clients decided to temporarily pause or reduce their campaigns.

All geographic regions had double-digit revenue growth, excluding France and Germany, which were impacted by local lockdowns. In addition, we continued to reinforce our business with large customers.

Comparison of Year Ended December 31, 2020 and 2019. Revenue has been impacted by a decline in the overall advertising industry in the second quarter of 2020 and the first month of the third quarter of 2020 but this decline was offset during the rest of the year as evidenced by the increase in the revenue in the fourth quarter (double digit growth).

66 Cost of Revenue

Year Ended Three Months Ended December 31, March 31, Change Change 2020 2019 $ Change (in %) 2021 2020 $ Change (in %) (in thousands, except percentages) Cost of revenue ..... $(253,138) $(281,665) $ 28,527 (10)% $(56,753) $(60,128) $ 3,375 (6)%

Comparison of Three Months Ended March 31, 2021 and 2020. Cost of revenue for the three months ended March 31, 2021 decreased by $3.4 million, or 6%, compared to the three months ended March 31, 2020. We continued to improve our efficiency in campaign delivery (platform and ad operations) and to renegotiate contracts with suppliers (including but not limited to publisher contracts and hosting contracts).

Comparison of Year Ended December 31, 2020 and 2019. Cost of revenue for the year ended December 31, 2020 decreased by $28.5 million, or 10%, compared to the year ended December 31, 2019. Lower global demand related to the COVID-19 pandemic-related lockdowns reduced our inventory purchase prices and optimization of our flow of demand allowed us to decrease the volume of non-monetized inventory.

Sales and Marketing Expenses

Year Ended Three Months Ended December 31, March 31, Change Change 2020 2019 $ Change (in %) 2021 2020 $ Change (in %) (in thousands, except percentages) Sales and marketing expenses ...... $(76,792) $(104,230) $ 27,438 (26)% $(21,722) $(20,629) $ (1,093) 5%

Comparison of Three Months Ended March 31, 2021 and 2020. Sales and marketing expenses for the three months ended March 31, 2021 increased by $1.1 million, or 5%, compared to the three months ended March 31, 2020. This increase was mainly driven by headcount-related cost growth, in order to support expected business growth.

Comparison of Year Ended December 31, 2020 and 2019. Sales and marketing expenses for the year ended December 31, 2020 decreased by $27.4 million, or 26%, compared to the year ended December 31, 2019. This decrease mainly related to a reduction in headcount-related costs and discretionary spend measures on marketing and events as a result of the COVID-19 pandemic.

Technology and Development Expenses

Year Ended Three Months Ended December 31, March 31, Change Change 2020 2019 $ Change (in %) 2021 2020 $ Change (in %) (in thousands, except percentages) Technology and development expenses ...... $(16,037) $(14,894) $ (1,143) 8% $(3,917) $(3,875) $ (0,042) 1%

Comparison of Three Months Ended March 31, 2021 and 2020. Technology and development expenses for the three months ended March 31 2021 increased by $0.042 million, or 1%, compared to the three months ended March 31, 2020. Headcount-related costs remained stable due to some offboarding, partly offset by new recruitments. Capitalized labor costs were stable for the three months ended March 31, 2021, compared to the three months ended March 31, 2020.

67 Comparison of Year Ended December 31, 2020 and 2019. Technology and development expenses for the year ended December 31, 2020 grew compared to the year ended December 31, 2019 due to an increase in the headcount-related costs. Capitalized labor costs increased by $2 million whereas the French research tax credit remained stable between 2020 and 2019. Technology and development expenses across both years are low because our use of developers and engineers based in Romania and the south of France results in lower costs than in many other locations.

General and Administrative Expenses

Year Ended Three Months Ended December 31, March 31, Change Change 2020 2019 $ Change (in %) 2021 2020 $ Change (in %) (in thousands, except percentages) General and administrative expenses ...... $(24,949) $(27,519) $ 2,570 (9)% $(7,058) $(5,415) $ (1,643) 30%

Comparison of Three Months Ended March 31, 2021 and 2020. General and administrative expenses for the three months ended March 31, 2021 increased by $1.6 million, or 30%, compared to the three months ended March 31, 2020. This increase was mainly related to $1.4 million of withholding taxes paid, primarily in South America as well as in France.

Comparison of Year Ended December 31, 2020 and 2019. General and administrative expenses for the year ended December 31, 2020 decreased compared to the year ended December 31, 2019 mainly due to a reduction in headcount-related costs. The amount charged to allowance for doubtful accounts for the year ended December 31, 2020 was $1.5 million ($1.7 million for the year ended December 31, 2019).

Other Expense, Net

Year Ended Three Months Ended December 31, March 31, 2020 2019 $ Change 2021 2020 $ Change (in thousands) Financial (cost), income ...... $ (8,523) $550 $ (9,073) $690 $(4,523) $ 5,213 Changes in value of contingent consideration ...... $ (2,798) – $ (2,798) – – – Total other expense, net ...... $(11,321) $550 $(11,871) $690 $(4,523) $ 5,213

Comparison of Three Months Ended March 31, 2021 and 2020. Financial (cost) income for the three months ended March 31, 2021 decreased compared to the three months ended March 31, 2020, primarily due to a decrease of $5.4 million in foreign exchange from the same period in the previous year. No hedging policy was set up for the three months ended March 31, 2021 and March 31, 2020 as some foreign currency exposures were covered by the Altice group. The Company benefited from a better exposure with some currencies for the three months ended March 31, 2021.

Comparison of Year Ended December 31, 2020 and 2019. Financial (cost) income for the year ended December 31, 2020 increased compared to the year ended December 31, 2019 primarily due to the increase of $7.7 million in foreign exchange from the prior year. No hedging policy was set up in 2020 as some foreign currency exposures were covered by the Altice group. In 2020, the other expenses, net, included the change in value of contingent consideration (payment of Buzzeff earn-out, a company acquired in 2019).

68 Income Taxes Expenses

Year Ended Three Months Ended March December 31, 31, 2020 2019 $ Change 2021 2020 $ Change (in thousands) Income taxes expenses ...... $(46,523) $(26,485) $(20,038) $(9,809) $(2,041) $ (7,768)

Comparison of Three Months Ended March 31, 2021 and 2020. Income tax expenses increased by $7,768 in the three months ended March 31, 2021 over the same period in the previous year. We had an effective income tax rate of 26% for the three months ended March 31, 2021, compared to an effective income tax rate of 205% in the three months ended March 31, 2020 (mainly resulting from the timing differences). Additionally, the income tax expenses increased during this period because we experienced an increase in profit as described below.

Comparison of Year Ended December 31, 2020 and 2019. Income tax expenses increased by $20,038 in the year ended December 31, 2020 over the previous year. We had an effective income tax rate of 29.4% in the year ended December 31, 2020 compared to an effective income tax rate of 32.4% in the year ended December 31, 2019. The lower effective tax rate in 2020 compared with 2019 is related to decrease in some local corporate taxes, corporate tax incentives (Japan) and change of country contribution in terms of operating profit (some countries having lower tax rates). Additionally, the income tax expenses increased during this period because we experienced an increase in profit as described below.

Profit (loss) for the Year/Period

Year Ended Three Months Ended December 31, March 31, 2020 2019 $ Change 2021 2020 $ Change (in thousands) Profit (loss) for the year/period ...... $111,513 $55,270 $ 56,243 $28,023 $(1,045) $ 29,068

Comparison of Three Months Ended March 31, 2021 and 2020. Our profit for the period increased from $(1,045) for the three months ended March 31, 2020 to $28,023 for the three months ended March 31, 2021. This increase was the result of the following factors: strong revenue growth, platform improvements, supplier cost control and investments in sales and marketing.

Comparison of Year Ended December 31, 2020 and 2019. Our profit for the year increased from $55,270 in 2019 to $111,513 in 2020 as a result of the factors discussed previously, as well as the increase in revenue that we experienced. The Company has taken initiatives to reduce its operating expenses in the field of marketing, travel and expenses, headcount-related costs and has renegotiated supplier contracts in order to alleviate the low increase in revenue.

Liquidity and Capital Resources

We continued to finance our operations and capital expenditures primarily through our utilization of cash generated from operations as well as one non-recourse factoring contract. As of March 31, 2021, we had cash, cash equivalents and marketable securities of $53.1 million. We did not pay any cash dividends on our ordinary shares for the three months ended March 31, 2021.

We believe our existing cash and cash flow from operations will be sufficient to meet our working capital requirements for at least the next 12 months. As an additional source of liquidity for working capital purposes as well as for potential acquisitions or strategic partnerships, we intend to enter into a revolving credit agreement with certain financial institutions that will provide for borrowings of up to $400 million. We have no

69 current plans to draw on the facility when and if it is finalized. We have also entered into a customary overdraft facility with certain relationships banks for same day liquidity purposes for up to €40 million. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors.”

Commitments The Group signed legally binding contracts with premium publishers with commitment for access to their inventory in 2021 and 2022. The total committed amount was $87,865 as of March 31, 2021 ($102,086 as at December 31, 2020). The amount decreased as a result of commitments spent during the first quarter. We did not face any challenge in the delivery of our commitments for the three months ended March 31, 2021.

Cash Flows

The following table summarizes our cash flows for the periods presented: Year Ended Three Months Ended December 31, March 31, 2020 2019 2021 2020 (in thousands) Cash flows provided by operating activities ...... $110,194 $ 50,821 $ 32,021 $ 10,716 Cash flows used in investing activities ...... $(70,429) $(39,915) $(34,176) $(10,012) Cash flows used in financing activities ...... $ (4,600) $ (4,886) $ (1,942) $ (1,598) Increase (decrease) in cash ...... $ 35,165 $ 6,022 $ (4,096) $ (894)

Operating Activities

Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our customers and related payments to our suppliers of advertising inventory and data, as well as our investment in personnel to support the anticipated growth of our business. Cash flows from operating activities have been affected by changes in our working capital, particularly changes in accounts receivable and accounts payable due to the seasonality of our business (strong contribution of the fourth quarter). Thus, our collection and payment cycles can vary from period-to-period.

For the three months ended March 31, 2021, cash from operating activities of $32.0 million net resulted primarily from net profit for the period of $28 million net of changes in our working capital. The net change in working capital was primarily related to a decrease in accounts receivable and a decrease in accounts payable. The change in accounts receivable was primarily due to the change in the contribution of our revenue channels (higher portion of Teads Ad Manager at 70% for the three months ended March 31, 2021 compared to 65% in 2020) and the change in accounts payable was primarily due to the timing of payments to suppliers.

For the year ended December 31, 2020, cash from operating activities of $110 million net resulted primarily from our profit for the year of $111.5 million net of negative changes in our working capital. The net change in working capital was primarily related to an increase in accounts receivable and a decrease in accounts payable. The change in accounts receivable was primarily due to the change in the contribution of our revenue channels and the change in accounts payable was primarily due to the timing of payments to suppliers. The average days sales outstanding (“DSO”) varies depending on the revenue channel with Teads Ad Manager activity having higher DSO compared to third-party DSPs. Teads Ad Manager activity’s contribution to revenue increased from 57% in 2019 to 65% in 2020, leading to higher accounts receivable.

Investing Activities

Our primary investing activities have consisted of the cash management agreement with Altice Teads S.A., entered into with several of our subsidiaries on September 23, 2019, with effect as of April 1, 2018, with

70 several other subsidiaries joining subsequently, to establish and maintain a cash management system to avoid retaining costly financial fixed assets and to promote the coordinated and optimal use of surplus cash or to cover cash requirements globally among the signatories for an unlimited period of time.

For the periods ended March 31, 2021 and March 31, 2020, the amounts lent to Altice Teads S.A. by the Teads S.A. subsidiaries were $32 million and $7.5 million, respectively.

For the years ended December 31, 2020 and December 31, 2019, the amounts lent to Altice Teads S.A. by the Teads S.A. subsidiaries were $64 million and $32 million, respectively.

This agreement is expected to be terminated prior to the closing of this offering. See “Certain Relationships and Related Party Transactions—Ongoing Relationship with the Altice Group and the Altice USA, Inc. Group.”

Financing Activities

Our financing activities consisted primarily of lease payments classified as repayment of debt under IFRS 16 Leases.

In the three months ended March 31, 2021, cash used by financing activities of $1.6 million was used for lease payments classified as repayment of debt. In the year ended December 31, 2020, cash used by financing activities of $2.9 million was used for lease payments classified as repayment of debt.

In the three months ended March 31, 2020, cash used by financing activities of $1.2 million was used for lease payments classified as repayment of debt. In the year ended December 31, 2019, cash used by financing activities of $4.6 million was used for lease payments classified as repayment of debt.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with IFRS GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition as net versus gross in our revenue arrangements, and the assumptions used in the income taxes have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

Revenue Recognition Criteria

We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and determine revenue recognition using the following steps: • Identification of a contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the performance obligations are satisfied.

71 We are deemed to be the principal when we control our services prior to being transferred to our customers. Indications of control include our responsibility for fulfilling service, inventory risk from purchases from our publishers and our pricing discretion. When we act as the principal, revenue is presented on a gross basis.

We are deemed an agent when we do not control the services before they are transferred to buyers of the advertising inventory, which is the case when publishers sell the inventory directly to their customers. We do not control the advertising inventory and we do control the pricing. When we act as the agent, revenue is presented on a net basis in the statement of profit and loss.

We record deferred revenues when cash payments are received or due in advance of our performance obligation, excluding any amounts presented as a receivable.

For some of our customers, we provide incentives in the form of cash or options to acquire additional services based on the customers achieving certain volumes or monetary thresholds, which are treated as variable consideration. Such incentives are generally recognized in revenue over time and our estimates are based on a combination of contractual agreements, historical award experience and our best judgement and are updated on a periodic basis. These discounts can range from 5% to 25% of our customers’ net spend.

Practical expedients

Although we have three types of revenue streams, they all share the same nature, timing and uncertainties. The performance obligations of all three revenue streams are satisfied over time and they all are linked directly to the advertisement being done. Our chief operating decision-maker (“CODM”) is not reviewing these different streams separately and therefore we have not disaggregated the revenue presentation by revenue stream but has shown the disaggregation by geography.

We do not adjust the promised amount of consideration for the effects of a significant financing component because at contract inception, the period between when we provide services to our clients and when our customers pay for the service will be one year or less.

Income Taxes

Our income tax provision may be significantly affected by changes to our estimates for tax in jurisdictions in which we operate and other estimates utilized in determining the global effective tax rate. Actual results may also differ from our estimate based on changes in economic conditions. Such changes could have a substantial impact on the income tax provision. We reevaluate the judgments surrounding our estimates and make adjustments, as appropriate, each reporting period.

Deferred income tax assets and liabilities are determined based upon the net effects of the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision in the accompanying consolidated statement of operations.

There have been no material changes to our critical accounting policies and estimates from the information provided in our annual consolidated financial statements.

72 JOBS Act Accounting Election

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. We currently prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, so we are unable to make use of the extended transition period. We will comply with new or revised accounting standards on or before the relevant dates on which adoption of such standards is required by the IASB.

Recent Accounting Pronouncements

A list of recent relevant accounting pronouncements is included in note 2 “Significant accounting policies” of our consolidated financial statements.

Quantitative and Qualitative Disclosure about Market Risk

We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily foreign currency exchange and inflation risks.

Foreign Currency Exchange Risk

Our functional currency, which is the currency that best reflects the economic environment in which the subsidiaries of Teads S.A. operate and conduct their transactions, is separately determined for each of these subsidiaries and is used to measure their financial position and operating results. Our reporting currency is the U.S. dollar.

This risk is linked to the Group’s activities outside of the euro zone, which increased significantly within the last two years with the development of the North and South American, and Asia businesses. In addition to the international expansion, the development of the programmatic business (booked in France) increased the exposure to USD currency.

At December 31, 2020: • 28% of the balance sheet total was denominated in a currency other than the euro (27% in 2019); • 33% of the total revenue was denominated in a currency other than the euro (27% in 2019).

No foreign currency hedging was in place in 2019 and 2020.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we might not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

73 Founders’ Letter Letter from Pierre Chappaz, Founder and Bertrand Quesada, Co-Founder and Chief Executive Officer

When we met some 15 years ago, Bertrand and I both had had a successful internet venture experience and we were both looking for a new entrepreneurial challenge.

Ever since I was a child, I have been passionate about the media. I was back then, and still am today, a voracious reader of several newspapers and magazines on a daily basis. As the Internet began to revolutionize the access to publisher content, I found myself reading more and more, and was inspired to create new tools to make it easier to discover interesting content in the myriad of online pages available.

Bertrand was more passionate about the advertising ecosystem and the exciting new possibilities offered by the Web. He was working hard on creating new ways for connecting brands with their customers.

I was more naturally inclined towards product and technology, while Bertrand’s personal inclination was more towards the sales, business development and operations side of the business.

During our first meeting in 2005, we both felt an immediate chemistry and quickly realized how complementary we were!

Naturally, our conversation evolved around the combination of media and advertising. We spent countless hours discussing publisher and advertising business models, how advertising should fund journalism and allow users to access content for free. And we decided to work together.

Teads, which was not yet known as Teads, was born.

The subsequent years were years of innovation, expansion, team building, trial and error and successes and failures (more successes though), and we found ourselves running a nice little advertising business in Europe. Until one day, we realized video advertising was going to radically change the game!

We began testing various ways to distribute video ads on publisher pages. Unlike many existing solutions, we were adamant about providing a respectful experience to consumers. We strongly believed this was a critical component to attracting the best publishers and advertisers to a new form of advertising online.

In 2012, our elegant solution was born: video ads placed between two paragraphs of an article, sound off by default, to respect the consumer. We call it the inRead, And this innovation by Teads started a revolution.

Before the inRead, very few editorial publishers were generating revenue with video ads, because ads had to be placed in front of video content. This video content was costly to produce. With our innovation, we allowed publishers to monetize their existing article pages with high value video ads instead of lower revenue display.

Teads’ growth started to accelerate as we entered the teenage years of the business. We became a global company with teams on both sides of the Atlantic and across APAC, quickly partnering with prestigious publishers all over the world, and attracting agencies and brands who wanted to run their video campaigns in a premium context and at scale. We raised more capital to accelerate even further.

We quickly understood that if we wanted to leverage this opportunity, we needed to go one (big) step further. The inherent weakness of the media ecosystem is that it is highly fragmented, making it complicated for advertisers and agencies to run their campaigns. The missing piece was simply a platform, an end-to-end programmatic advertising platform uniting the media and leveraging their capabilities thanks to the most advanced technologies, including machine learning.

74 Our early vision was ambitious: we wanted to connect leading brands and their agencies with the most iconic publishers all over the planet. And to do so, we needed to build a buying interface, powerful data and targeting capabilities, creative optimization features, a full-stack publisher monetization platform, a solid infrastructure capable of handling massive traffic, and to inject machine learning everywhere.

It took us many years to deliver on our vision. Our end-to-end platform, which we like to call The Global Media Platform, has now changed the game once again. It brings together the world’s top publishers into a powerful advertising platform, with a massive audience of 1.9 billion monthly unique users around the world. A platform capable of providing the best return on investment to brands and agencies, and the highest level of monetization to media owners. A platform which radically simplifies the complexity of the fragmented adtech ecosystem. A platform capable of offering an attractive alternative to the walled gardens.

The timing of this next stage in our journey is perfect.

Digital’s role in the advertising ecosystem has accelerated recently, but with an increased focus on platforms who are responsible in their methodology, especially when it comes to data and privacy. Our robust technology and integration with the world’s best publishers not only guarantees quality but also allows us to chart our own future and not be beholden to regulatory changes or industry trends.

Such innovation and trust has built a foundation on which Teads can grow, matching the ambition we have for becoming the number one adtech player on the open web.

15 years after we started working together, we are proud to be a positive force in today’s media ecosystem. We are proud to be a trusted partner for the majority of the most premium publishers all over the world, and for the leading brands and their agencies that we help reaching their marketing objectives through planning, data, targeting and also creative optimization, measurement, and insights.

Advertising exists to help our economies generate business. We are proud to be a business partner for so many of the top companies in the world.

And with the listing of our company, we have the feeling that we’re just getting started!

Pierre Chappaz Bertrand Quesada

75 BUSINESS

Our Mission Our mission is to provide peace of mind and exceptional results to advertisers, an engaging and respectful experience to consumers and premium monetization for media owners.

Overview We operate a leading, cloud-based, end-to-end technology platform that enables programmatic digital advertising for a global, curated ecosystem of quality advertisers and their agencies and quality publishers. We operate in the Open Web outside of the Walled Gardens. As an end-to-end solution, our platform consists of buy-side, sell-side, creative, data and AI optimization modules. As a result, we have built deep partnerships with both the demand and supply sides of digital advertising. For advertisers and their agencies, our platform offers a single access point to buy the inventory of many of the world’s best publishers. Through exclusive partnerships with these premium publishers, we enable customers to reach 1.9 billion unique monthly users (as of April 2021), while improving the efficiency, quality and cost of digital ad transactions. For about 3,100 publishers, we are a trusted monetization partner, providing the technology required to monetize their most valuable ad inventory programmatically. By connecting both sides through our integrated platform, known as the Teads Global Media Platform, we solve the digital programmatic advertising industry’s most significant problems related to value chain fragmentation, inefficient digital advertising pricing and quality and scale of inventory. We refer to the ecosystem enabled by Teads Global Media Platform as the Curated Internet.

Our innovative and comprehensive set of products have been trusted by publishers on the Open Web for almost a decade. In 2012, we pioneered an industry-defining video advertising format known as outstream, which is embedded in-article, specifically in between two paragraphs of editorial text. This invention immediately solved one of the biggest problems in digital advertising related to the lack of quality video inventory. Our platform is also capable of delivering display ads, which are the preferred advertising format for performance-oriented campaigns, as well as other web and app formats.

We offer advertisers and their agencies access to high-quality inventory at scale. Quality inventory, especially video inventory, is in short supply in digital advertising so our Curated Internet solves a major problem for leading customers. Advertisers and their agencies can work directly with us through our self-serve buying interface, Teads Ad Manager, or through third-party DSPs. Regardless of how or where advertisers transact, they have access to our quality inventory sources on behalf of our publisher partners. Teads Ad Manager has the advantage of leveraging our machine learning prediction models, which are focused specifically on our publisher partners and our in-article placements. We use our predictive machine learning algorithms to process large volumes of data based on thousands of campaigns to deliver superior outcomes for customers. As a result, we believe we can offer significant cost efficiencies and greater ROI to agencies and advertisers who access our publisher partners’ inventory directly through Teads Ad Manager. On average in 2020, Teads Ad Manager delivered 24% lower CPMs, higher results on customers’ KPIs (including more than doubling the click-through rate and higher completion rate and viewability), and 100% more scale compared to DSPs.

We enable publishers to monetize their digital advertising inventory through our Teads for Publishers platform, which provides them with direct sale capabilities and is directly connected to our buy side interface, Teads Ad Manager. This full monetization platform is comprised of our proprietary SSP, ad exchange, ad server, video player, ad quality management, a comprehensive self-serve interface, full set of ad formats and audience and other targeting capabilities. As a result, we are deeply embedded with our publisher partners, who rely upon our technology platform to monetize their most valuable sources of ad inventory. Our platform allows us to bring premium monetization to publishers. For example, with our top tier publishers, we deliver mostly premium video demand with an average of $12.00 CPMs compared to typical display demand that other SSPs deliver at an average of $2.31 CPMs. We believe this drives publisher stickiness and retention. For the year ended December 31, 2020, our Publisher Retention Rate was approximately 99%. We operate exclusive partnerships

76 with over 80% of our publishers for their in-article video inventory, demonstrating the value we deliver. Our longstanding publisher partnerships are aggregated into a highly curated version of the Open Web that includes many of the world’s leading publishers like The BBC, ESPN, Meredith, The Guardian, Bloomberg, The Washington Post, Vogue, L’Equipe, El Mundo, Der Spiegel, South China Morning Post and El Universal. Our Curated Internet reaches 1.9 billion unique monthly users worldwide (as of April 2021) and presents a significant value proposition to advertisers and agencies. As of March 31, 2021, we had about 3,100 editorial publishers on our platform, representing more than 15,000 web and app properties that provide access to more than one trillion ad opportunities every year.

Our customers and publisher partners both have access to Teads Audiences, our suite of audience targeting features that deliver accuracy and scale in audience targeting through utilizing first-, second- and third- party data. They also have access to Teads Studio, our creative platform that provides a self-service creative production tool and dynamic creative optimization capabilities.

We define our total addressable market as the global digital advertising market which IDC estimated at $319 billion as of 2020. The global digital advertising market is expected to grow at a 7.5% CAGR from 2020 through 2024.

We operate an efficient go-to-market strategy. Our primary customer, in most cases, is the advertising agency, which can represent up to hundreds of advertisers, providing us an efficient point of contact to serve many advertisers. For larger advertisers, we have a dedicated team that advises on utilizing our services for various advertising needs, including leveraging our creative, data and research solutions. In these instances, we work very collaboratively with such advertisers’ agencies. We also deploy a team exclusively focused on partnerships with DSPs. We work with leading global advertisers across various verticals such as technology, automotive, CPG, finance and entertainment. Our number of customers, defined as customers who spent at least $1,000 in the trailing 12-month period, grew to approximately 2,000 as of December 31, 2020. 91% and 94% of our total revenue in the years ended December 31, 2019 and December 31, 2020 came from customers that contributed more than $1,000 in trailing 12-month revenue. Our Gross Customer Retention Rate was 94% for each of the years ended December 31, 2019 and December 31, 2020.

We have a powerful combination of scale, growth and profitability. Our revenue grew from $509.5 million for the year ended December 31, 2019 to $540.3 million for the year ended December 31, 2020, representing a year-over-year growth rate of 6%, despite a negative impact of the COVID-19 pandemic in the first half of 2020, and from $95.6 million for the three months ended March 31, 2020 to $126.6 million for the three months ended March 31, 2021, representing a period-over-period growth rate of 32%. Our profit for the year ended December 31, 2020 was $111.5 million, representing a net profit margin of 20.6%, and $28.0 million for the three months ended March 31, 2021, representing a net profit margin of 22.1%. We generated Adjusted EBITDA* of $173.8 million for the year ended December 31, 2020, representing an Adjusted EBITDA margin of 32.2%, and $38.7 million for the three months ended March 31, 2021, representing an Adjusted EBITDA margin of 31%. For more information on the nature of the impact of the COVID-19 pandemic on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance—The COVID-19 Pandemic”.

Our Position Within the Industry The digital advertising market is bifurcated between the Walled Gardens and the Open Web. While the Walled Gardens have grown their market share in recent years, accounting for an estimated 58% of total global digital advertising in the year ended December 31, 2020 according to eMarketer, advertisers have become increasingly dissatisfied with these platforms. Walled Gardens limit advertisers’ ability to access and use data outside of their platforms and, due to their content being user-generated, make it difficult for advertisers to control what content their ads are placed next to, including fake news and inciteful content. As a recent example, more than

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

77 1,000 advertisers on a social media platform, including five of its top 20 advertisers based on spend in the year ended December 31, 2019, announced their intention to at least temporarily pause ad spending in the year ended December 31, 2020 in response to the platform’s handling of certain policies related to user-generated content. Moreover, publishers are concerned that the Walled Gardens prioritize monetizing their owned and operated inventory over third-party inventory. Finally, the Walled Gardens achieve low user attention to ads placed in their user-generated content when compared to ads placed within professionally produced editorial content from quality publishers. The Open Web offers advertisers greater transparency and control over their data and the placement of where their ads appear, but it presents its own challenges because it is a massive ecosystem with millions of independent publishers, many of which are small and less sophisticated, creating concerns related to the quality of ad environments and potential for fraud. Additionally, due to its fragmented nature, agencies and advertisers in the Open Web must deal with a complex value chain, creating interoperability issues and inefficiencies.

We offer to advertisers what we believe to be the best alternative to the Walled Gardens by uniting the world’s best publishers in a Curated Internet and connecting them to advertisers in a single end-to-end platform. We resolve the content quality issues that plagued the Walled Gardens and much of the Open Web, lack of control of user data within the Walled Gardens, potential for fraud in the Open Web and value chain complexity and inefficiencies in the Open Web.

Previously advertisers had access to limited premium video inventory because most quality web publishers lacked video content in which to integrate a video ad. YouTube was the only platform with scale video inventory; however, advertisers demanded alternatives in response to many issues stemming from the user- generated nature of YouTube’s video content. The outstream video ad product pioneered by us provides publishers with an increased supply of high-quality video advertising. Because outstream ads are placed in the heart of premium editorial content, they generate much higher engagement from users than ads in other formats, generating better results for advertisers and publishers alike.

Teads Global Media Platform seamlessly connects supply and demand

The digital advertising market is in the midst of adapting to ongoing trends with regard to consumer privacy and restrictions on the use of personal data to target users. Google has announced that Chrome will block third-party cookies by the end of 2022, together with other changing regulatory and industry practices such as

78 GDPR and Apple’s Identifier for Advertisers (“IDFA”). We believe we are well-positioned to face these changes. Specifically, we believe our scale and deep integrations with our publisher partners will enable us to access significant amounts of contextual data, which does not rely on personal identifiers. Because we know what users are viewing on the page through advanced semantic analysis, we can target them based on what they are reading without using cookies to identify who they are. Google is rolling out new technology like the Federated Learning of Cohorts application programming interface (“FLoC”), which is designed to gather information on groups of similar users rather than singling out individuals. We expect to have direct access to such data because we have our code on the webpages of our publisher partners, enabling us to offer timely, innovative solutions to our agency and advertiser customers.

Our Industry

The media industry continues to shift to digital formats driven by technological advancements and changes in consumer behavior. The proliferation of mobile devices, social networks and digital content is increasing the amount of time that consumers spend online, which is driving advertisers to reallocate budgets to digital channels. IDC estimated that the global digital advertising market in 2020 was $319 billion, growing at a 10.7% CAGR since 2017. They expect this market to grow to $425 billion by 2024 at a CAGR of 7.5% from 2020 through 2024. We believe that the digital advertising market is similar to economies experiencing an industrial revolution, driven by rapid growth but fraught with issues that must be addressed in order to sustain longer-term growth, including: • A complex and inefficient value chain; • Ad fraud; • Ad viewability; • Context quality; • Privacy protection; • User-generated content and misinformation; and • Regulatory changes.

The Digital Advertising Market is Driven by Several Important Trends

Growth in Digital Advertising Inventory in Response to Greater Digital Content. Many traditional media outlets and publishers have shifted content to digital formats and away from traditional formats like print. The COVID-19 pandemic has also accelerated consumers’ time spent online with a range of digital media activities, further driving the shift to digital content formats. Premium content, most of which is advertising supported, continues to be in demand by users. As users increasingly allocate greater time to digital formats, publishers will continue to invest in premium digital content creation and digital advertising inventory will therefore also increase. This increased inventory will need to be monetized in a manner that satisfies publishers’ and advertisers’ objectives with respect to quality and safe inventory and ads.

Ad Spending Consolidating on Fewer Platforms. As spend on digital formats increases as a percent of overall advertising budgets, agencies and advertisers are demanding improved transparency and control over their entire digital advertising supply chain. Advertisers demand details on the type of inventory purchased and the content appearing adjacent to their ads to avoid fraudulent inventory purchases and ad placement next to content that harms their brand. To achieve this, advertisers have increasingly established direct relationships with vendors in the digital advertising ecosystem who have clear practices and the necessary technical capabilities. This has driven a larger portion of spend to consolidate into fewer, more transparent technology platforms, particularly on platforms that have higher quality inventory, such as Teads.

79 Synthesis of Scale Data Sets Improves Online Targeting and Campaign Decisioning. Digital media and advertising generates a significant volume of data allowing for better ad targeting and campaign decisioning. This data includes indirect customer information about interests and intent, contextual data such as the content of what consumers read, their device, the time/date and the consumers’ behavior in response to ads, such as view and clickthrough rates. The collection of such data, and the ability of advertising technology to synthesize and analyze it provides immense value to advertisers, especially with regard to enabling audience targeting and campaign decisioning. Audience targeting is of the utmost importance to advertisers because it allows them to achieve significantly higher returns with digital advertisements that are delivered on a personalized basis. Additionally, advertising technology companies ingest and analyze data to build algorithms for more effective campaign decisioning, such as deciding which ad to show in which context. Market participants need an effective data science strategy and the capability to efficiently analyze the massive amount of data in real-time to build effective targeting and campaign decisioning algorithms. At the heart of our platform is our predictive machine learning, which leverages data in order to achieve these objectives.

Growing Advertiser Appetite for Guaranteed Outcomes. In digital advertising, the most common pricing model is for an advertiser to pay for an ad impression the moment the ad is displayed on a publisher’s page when the user loads the page. Advertisers are increasingly requesting alternative pricing models where they only pay when a result is generated, such as when a user views an ad for a particular amount of time or when a user clicks on an ad and arrives at a landing page. From the beginning, we have been at the forefront of providing guaranteed outcome pricing models because our predictive machine learning algorithms can predict an outcome with a higher probability of accuracy, giving us confidence in this approach. We continue to expand our guaranteed outcomes pricing options in line with the growing demand from advertisers.

Privacy Protection. The regulatory landscape for digital advertising is increasingly complex and constantly evolving. There exists a growing focus on how consumer data is leveraged to target ads, resulting in a growing number of privacy laws and regulations globally and changes in policies by Internet browsers. The European Union has issued the GDPR and California has issued the CCPA, both of which impact to a substantial degree the digital advertising industry. The industry is also self-regulating. The IDFA, which provides information about a person’s online behavior used for evaluating advertising effectiveness and setting up targeting, is transitioning to opt-in. In addition to an industry-wide transition away from cookies for targeting and tracking purposes, in January 2020, Google announced plans to phase out support for third-party cookies in the Chrome web browser within two years. These trends are driving the need for platforms that can improve targeting with their own data and technology rather than cookies. Our technology relies largely on cookieless data signals such as contextual data (i.e., what the user is viewing) as opposed to behavioral targeting (i.e., demographic and other details about the user), which we believe positions us favorably to adapt to new regulatory and industry trends.

Our Market Opportunity Per IDC, the global advertising market was estimated to be $682 billion in 2020 and is expected to grow at a CAGR of 3.3% from 2020 through 2024. As consumers have spent increasingly more time online with the rise of mobile devices, social media platforms and the proliferation of online content, the global digital advertising market has experienced rapid growth. Digital advertising growth is expected to outpace the overall advertising market as digital continues to take market share from traditional media like print and radio. Of the global advertising market, $319 billion, or 47% was attributed to global digital advertising spend. Digital advertising has increased from 36% of total advertising in 2017 and is expected to grow to 55% of total advertising by 2024. Per IDC, in the U.S., digital advertising was estimated to be $128 billion in 2020 and is expected to grow at a 7.4% CAGR from 2020 through 2024.

We believe our business is positioned to capture this growth opportunity as more ad dollars are allocated to digital. Specifically, we compete for global digital advertising budgets allocated to display and video advertising formats. We define our addressable market as global digital advertising spending, which was

80 estimated at $319 billion in 2020 and is expected to grow at a 7.5% CAGR from 2020 through 2024. We compete with larger advertising platforms like Facebook and Google’s YouTube as well as various competitors who serve the Open Web. Our platform connects advertisers to a highly curated segment of the Open Web that is composed of high-quality publishers and scale inventory. By addressing key issues related to the quality of inventory and ROI, we believe we are helping drive relevance and advertising spend to the Open Web. Although advertising on the Walled Gardens represents a significant amount of global digital ad spend, advertisers are increasingly raising concerns about the lack of transparency and accountability of user-generated content found on these platforms. eMarketer expects that more marketers will restrict advertising spending on Walled Gardens and social media platforms due to brand safety and ethical concerns. According to a survey from eMarketer, the lack of transparency from Walled Gardens is likely to result in decreased advertiser spending in those channels going forward. In a survey of U.S. digital media experts conducted by Integral Ad Science in October 2020, 63% of survey participants expect that insufficient transparency will affect Facebook. Advertisers also cite frustrations about their limited ability to access and use their data outside of Walled Gardens. In contrast, the Open Web allows for access to high-quality, editorial content in an environment where consumers are curious and engaged. As advertisers recognize these differences and as we curate an improved Open Web experience, we believe demand for our solutions will continue to grow.

Within the global digital advertising market, there are several segments that are driving above-market growth for our business:

Shift to Programmatic. Programmatic advertising is the automated buying and selling of digital ads, optimizing performance and pricing through real-time signals. Programmatic advertising has drastically improved the efficiency of buying and selling ads and driven increased adoption of digital advertising. According to IDC, global programmatic digital ad spending was $142 billion in 2020 and is expected to grow at a 10% CAGR from 2020 through 2024. This does not include search advertising. Within programmatic advertising, programmatic digital video advertising spending was estimated at $53 billion in 2020 and is expected to grow at a 12.6% CAGR from 2020 through 2024. Digital advertisers have embraced programmatic advertising, which improves the optimization of both performance and pricing through real-time indicators. Currently, display and video programmatic advertising represents 45% of the total digital advertising market and is expected to increase to 49% by 2024. 100% of our business is programmatic.

Mobile Is the Dominant Format in Digital Advertising. For consumers, mobile is now the primary and preferred device format for consuming digital content and making purchases. According to Statista, there are currently 14 billion mobile devices in use globally, and this is expected to expand at a 6.0% CAGR from 2020 through 2024 to an estimated 17.7 billion devices. As global mobile device growth explodes, facilitated by improved devices and connectivity, growth in mobile advertising is expected to continue. The digital mobile advertising market has grown at a 26% CAGR since 2017 to $197 billion in 2020 according to IDC and is expected to grow at a 12.7% CAGR going forward from 2020 through 2024. Mobile currently contributes 62% of digital advertising but is expected to represent 75% in 2024. Display advertising dollars continue to shift from desktop to mobile with more than 70% of digital display ad dollars flowing to mobile ads according to eMarketer. Approximately 80% of our business is mobile. Mobile also dominates spending within the subcategory of video with its share hovering just under two-thirds of the total according to eMarketer. We believe we are well-positioned to gain from the continual growth of the mobile advertising opportunity because most of our advertising inventory is on mobile devices and in-article placement is especially prominent on mobile devices, taking up a bigger proportion of the screen than the same ad on desktop screens.

Popularity and Increasing Usage of Video Ad Formats. Advertisers continue to see greater value in, and ROI from, video advertising, and are shifting their budget allocation from traditional formats to video formats. According to IDC, in 2020 video advertising was $57 billion of the overall digital advertising market, or 18%. This is expected to increase to 20% of the total digital market by 2024 and grow at an 11% CAGR, which outpaces the market. The popularity of video advertising has only been increased by the COVID-19 pandemic as video helps consumers connect and understand products better virtually. We believe our outstream video ad

81 format has provided the industry with quality video advertising at scale that was previously lacking. CTV, although relatively nascent, is a growing piece of the digital video ad market as consumers increasingly shift from linear to streaming video content; the market was estimated to be approximately $8 billion in 2020, per IDC. Approximately 60% of our business is video.

Performance Advertising Growth. Performance advertising, as opposed to brand advertising, is used to achieve measurable results, including retaining an audience, generating leads, boosting sales or increasing loyalty, as a direct and immediate result of users seeing and interacting with an ad. Performance advertising can increase the immediate effectiveness of a marketing budget, maximize ROI and allow for more precise measurement of results. In response to tightening budgets during the COVID-19 pandemic, many advertisers shifted their budget allocation to performance advertising, which offered more direct and immediate results. According to IDC, the global performance advertising market was estimated to be $176 billion in 2020 and is expected to grow at an 8.1% CAGR from 2020 through 2024. Today, companies rely on a healthy mix of performance and brand advertising and we offer solutions for both.

Who We Are

Teads S.A. was founded approximately 15 years ago by Pierre Chappaz and Bertrand Quesada. Since then, we have grown to approximately 820 employees as of March 31, 2021 with 36 offices across 23 countries.

We are an innovative company that has enjoyed robust growth since inception. We invented the outstream video advertising format and we believe we are the market leader for in-article video advertising, which has driven our sustained growth. Inserting videos in between two paragraphs of editorial text created a new video ad product that quickly grew to represent a scale source of video advertising inventory and a new opportunity to monetize. Our innovation enabled us to quickly secure exclusive partnerships with many of the world’s leading publishers, which in turn allowed us to build advertising solutions that leading brands and their agencies depend upon. Our exclusive and longstanding publisher partnerships allowed us to build what we believe is the largest global network of premium publishers, allowing us to attract leading advertisers globally who deliver scaled, premium demand to our publisher partners around the globe. Our full-stack, end-to-end technology platform is used by both customers and publishers and bridges either end of the market. Our differentiated two-sided network represents a high barrier to entry while providing a dependable stream of recurring revenue.

We believe our differentiated approach has generated value for our customers, leading to numerous awards, including: • Best Brand Positioning/Awareness Campaigns IAB Mixx Europe, 2020 • Best Video Ad Tech Innovation DIGIDAY Global, 2020 • Best Use of Digital Festival of Media LATAM 2020 • Best Places to Work Inc’s Magazine 2017

Our Core Values

Our culture is defined by a clear set of ten core values, each of which is critical to our success. We believe that these values not only guide our business and define our brand, but also deliver real financial and operational benefits for us, our customers, our publishers partners, our employees and our shareholders: 1. Innovation: We innovate by creating advertising experiences that respect the user experience and benefit publishers, brands and agencies.

82 2. Hard Work: Our main competitors are the digital advertising leaders such as YouTube and Facebook. The only way to win is by working twice as hard as them. 3. Elegance: We aim to deliver the most elegant solutions in the advertising sector, across the world’s most prestigious publishers. 4. Entrepreneurship: We are a fast growing company built with entrepreneurship at its heart. Everybody at Teads is listened to, respected and rewarded for their contributions. 5. Passion: We are passionate about technology and advertising, and we believe we can build the most successful independent advertising company in the world. 6. Trust: We put a lot of trust in our team. We motivate everyone by giving them responsibilities and trusting them to deliver. Trusting each other makes us stronger. 7. We Love Media: We aim to be a positive force in the media ecosystem, promoting a clean advertising environment through viewability, brand safety and fraud-free inventory. 8. Social Purpose: In addition to being a positive force in the media industry, we believe in fostering a just and equitable environment at work and in society at large for people of all backgrounds. 9. Dedication to Customers: We are obsessed with making our customers happy. We work hard to deliver the best technology and the best customer service every single day. 10. Playing to Win: We consider our business a game that we love to play, and a game we plan to win. And we have fun along the way.

Our Core Strengths

Quality. We are known in the industry as “the” quality provider and quality defines who we are. We invented a solution that provides a quality user experience for consumers on quality publishers, attracting quality advertisers. We power this curated ecosystem with a quality end-to-end solution that incorporates quality data, quality creativity and quality service. We believe this is the key differentiator for Teads in the industry.

Fully Integrated, End-to-End Platform That Provides Greater Efficiency, Effectiveness and Innovation for Our Customers and Publishers. Teads Global Media Platform connects the world’s leading advertisers and their agencies through a single access point to differentiated and exclusive publisher inventory in one end-to-end integrated environment. We offer our customers a comprehensive suite of products, purpose-built to work together seamlessly, leveraging open source tools as well as our proprietary machine learning algorithms across the value chain. This seamless integration, together with the data and insights sourced from our end-to-end model, significantly reduces the complexity and cost to our customers of the otherwise fragmented Open Web experience. We believe our end-to-end solution also allows our product and engineering team to innovate faster than our competition, who must rely on dozens of integrations with third-party technology partners whenever they want to roll out a new innovation. We believe the combination of these advantages increases customer ROI, maximizes publisher monetization and drives our superior financial performance.

Diverse and Engaged Customer Base of Global Advertisers and Premier Agencies. We are deeply integrated in the agency ecosystem, including the largest global agency groups. These agencies typically act as the agency of record for the advertisers, even when the decision making is advertiser-directed. As of December 31, 2020, we work with approximately 2,000 agencies and advertisers who spend a minimum of $1,000 annually with us. Our advertiser customers are highly diverse by geography and by industry. We enjoy high customer retention; our Gross Customer Retention Rate was 94% in each of the years ended December 31, 2019 and December 31, 2020, a strong performance considering the impact of the COVID-19 pandemic, and we have steadily grown both the number of customer relationships (from approximately 1,150 customers in 2016 to approximately 2,000 in 2020).

83 Exclusive Partnerships with Premium Publishers at Scale. We benefit from longstanding partnerships with many of the world’s leading publishers, allowing us to reach 1.9 billion unique monthly users worldwide (as of April 2021). As of March 31, 2021, we had about 3,100 editorial publishers on our platform, representing more than 15,000 web and app properties that provide access to more than one trillion ad opportunities every year. Over 80% of our publisher relationships are contractually exclusive to Teads for outstream video advertising. In the year ended December 31, 2020, our Publisher Retention Rate was approximately 99% and we have an average publisher relationship length over five years for our top 50 publishers. Our full-stack monetization capabilities, track record of delivering strong outcomes and the trust that we have earned with our partners are critical to establishing our exclusive engagements.

Comprehensive Suite of Solutions Powered by a Culture of Innovation. We are built upon a history and culture of innovation, having pioneered outstream digital video ads with Teads InRead, which we believe is the market’s leading outstream product. We offer a comprehensive suite of solutions to advertisers and their agencies, comprising our buying interface (Teads Ad Manager), creative tools (Teads Studio), powerful audience targeting capabilities (Teads Audiences), guaranteed outcome pricing options enabled by our innovative prediction models and both branding and performance advertising. For publishers, we offer Teads for Publishers, a full monetization platform that includes our proprietary SSP, ad server, video player and all the solutions that our customers have access to as well. Our innovative culture allows us to continually evolve our products to anticipate the future needs of customers and publishers.

Truly Global Footprint with Opportunities for Growth in All Regions. Unlike many digital advertising companies that tend to be strong in only a few markets with limited presence and penetration in most other markets, we have built strong infrastructure, teams, partnerships and customer bases in most major digital advertising markets globally. Our revenue (after intersegment, i.e. DSP revenue reallocation) is proportionally split to match the size of the market opportunity in each market/region: 40.1% in North America, 46.6% in EMEA, 6.9% in Asia Pacific, and 6.4% in South America for the year ended December 31, 2020. We are also uniquely positioned as a global premium provider because we have significant premium publisher partnerships in all markets in which we operate, which is a result of strong publisher development teams based locally in each market and region. We believe each region and each market has significant growth potential and we can leverage assets we have built in these markets for growth.

Simplified Approach to Data-Driven Dynamic Creatives. Teads Studio, our main creative tool, offers an integrated creative and data platform to enable advertisers to easily personalize their creatives based on dynamic signals, such as time, location, weather, device or audience segment. Moreover, we offer pre- and post- testing tools to determine the best creative decisions and work closely with creative teams to understand their specific objectives in reaching and engaging the target audience. The scope of our creative capabilities extends to dynamic creative optimization, interactive display and augmented reality – all with a singular focus on driving superior outcomes for our customers and partners.

Highly Scalable, Cloud-Based Technology Platform. Technology is at the heart of our business. Our platform was built in-house by our software engineers, based on open-source technologies and is highly scalable. We host our systems in the cloud, primarily on Amazon AWS and Google Cloud Platform, allowing us to run a highly cost-effective platform that supports campaigns and targets users globally. We collect enormous amounts of data, including more than 100 billion data points per day from our 1.9 billion unique monthly users (as of April 2021). We leverage our scale data and data science capabilities to inform 50 prediction models, which we believe improve advertiser ROI and enable unique advertiser offerings like guaranteed outcome pricing options. Furthermore, our algorithms allow us to predict users’ behavior on our publisher partners’ pages with a sufficient degree of certainty to enable us to sell content on a guaranteed performance basis, which is a key differentiator in the industry.

Innovative, Privacy First Approach to Consumer Targeting Positions Us Favorably for a Cookieless World and Other Industry Changes Related to Identity. Aligned with our respectful user experience in our advertising formats, we take a privacy-first approach to the consumer. As our industry grapples with the

84 challenges of the deprecation of cookies for targeting and tracking, we have taken a proactive approach to building cookieless solutions that respect consumer privacy. There are several structural and operational factors driving our approach. Being integrated with the best content, we have always leveraged the context of an article to ensure relevance to an ad that will appear next to it. By analyzing the content semantically, we can develop audience profiles in real-time without a cookie. Our direct integrations with our publisher partners allows us access to more data signals not tied to a user ID that can feed our advanced machine learning algorithms. We believe we are one of the few in the industry to leverage Google’s Privacy Sandbox solution, which allows us to target users without unique identifiers on the Chrome browser. Google recently announced that they will not use email identifiers in their solutions for the Open Web. Many of our peers had adopted email identifiers as their alternative to cookies, which is undermined by Google’s position. Teads’ cookieless strategy does not rely on email identifiers so we are not affected. We believe our cookieless solutions are very effective. According to Nielsen DAR, using our cookieless technology for real-time demographic targeting demonstrates 25% greater accuracy in comparison to classic cookie-based data segments.

Unique Combination of Scale and Profitability. We have grown our revenue to $540.3 million in 2020 and $126.6 million in the three months ended March 31, 2021, which makes us one of the largest advertising technology companies in the industry. At the same time, we have also achieved a profit for the year/period of $111.5 million in the year ended December 31, 2020, which represents a 20.6% profit margin, and $28.0 million in the three months ended March 31, 2021, which represents a 22.1% profit margin, and an Adjusted EBITDA* of $173.8 million in 2020, which represents 32.2% of our revenue for the corresponding period, and $38.7 million in the three months ended March 31, 2021, which represents 31% of our revenue for the corresponding period. We believe that our performance is made possible by our end-to-end platform, significant scale, long-standing customer and publisher relationships and lean, capital-efficient operations.

Proven, Founder Led Management Team, Backed by Best in Class Organization. Teads S.A. was founded approximately 15 years ago by Pierre Chappaz and Bertrand Quesada, based on a culture of continuous innovation in the advertising industry. Since then, we have expanded to 36 offices in 23 countries, employing approximately 820 employees as of March 31, 2021, and generating $540.3 million of revenue in the year ended December 31, 2020 and $126.6 million of revenue in the three months ended March 31, 2021. The original founding team continues to lead the Company today, and we have complemented our management team with a talented group of managers based around the world. We believe the quality of our people and the continued entrepreneurial culture bestowed by our founders provide a powerful differentiator in the industry.

Our Platform

We provide both demand- and supply-side solutions to deliver better media effectiveness for advertisers, better monetization solutions for publishers and better ad experiences for Internet users. Teads Global Media Platform was purpose-built to provide an end-to-end integrated suite of products across the entire digital advertising stack while leveraging robust data and insights driven by machine learning to generate superior results for our advertising customers and publisher partners.

For Advertisers & Agencies • Enable media buyers to effectively manage digital advertising campaigns We provide a single access point to reach 1.9 billion unique monthly users (as of April 2021) through the highest quality publishers through the Teads Ad Manager. This comprehensive self- serve, cloud-based product enables advertisers and agencies to: O plan and purchase digital media programmatically on the Open Web’s most relevant, premium publishers; O use audience and contextual data targeting in order to optimize campaign results;

* Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, please see “Summary Historical Consolidated Financial and Other Data.”

85 O monitor and manage ongoing digital advertising campaigns on a real-time basis; O use guaranteed outcome pricing options such as cost per completed view or cost per visit (“CPV”) for greater control of cost and ROI; O optimize outcomes for the full marketing funnel from awareness to consideration to conversion; and O get audience insights on who is engaging with their ads. • Provide guaranteed outcomes to advertisers through highly effective predictive machine learning From the beginning, we differentiated ourselves in the industry by guaranteeing outcomes to advertisers using our predictive technology. In digital advertising, customers usually pay for each instance an ad is displayed to a user. However, this does not guarantee that the user sees the ad for long enough to have an impact. For performance advertising, customers want the user to click on an ad and engage in further actions. By leveraging our predictive algorithms, we are able to predict to a high level of probability whether a user will see and/or interact with an ad. Even though we pay publishers for each instance an ad is shown, with accurate predictions, we only show an ad when we predict the user will see it or interact with it. This allows us to offer with confidence a guaranteed pricing model for advertisers such as cost per completed view of a video or CPV to a landing page. • Ensure brand safety, viewability and engagement through premium and exclusive inventory We are resolutely focused on curating the best possible inventory for our customers. Through our platform, advertisers secure exclusive in-article placements for their ads in the heart of premium editorial content. Our flagship InRead ad experience provides compelling and brand-safe solutions across both outstream video and display formats to maximize user attention. As of 2019, our viewability was 6 times that of social media platforms. We have retained this level of viewability in 2021. We consistently apply this disciplined approach as we assess complementary and emerging supply sources to further extend our differentiated inventory. • Fuel consumer engagement through data-driven dynamic creatives To help advertisers create beautiful, data-powered, more engaging video and display ads that work across any device, advertisers use Teads Studio. Customers may opt to use Teads Studio as a self-service platform to enhance their creatives or work with our team directly through campaign ideation, execution and delivery. We believe Teads Studio simplifies the process of personalizing ads based on dynamic signals, reinforces branding through conversion of TV commercials to mobile experiences and deepens engagement. • Target audiences with accuracy, scale and privacy compliance We also provide a complete suite of audience and contextual targeting solutions so that advertisers can reach the audience they want and achieve optimal results on their campaigns. Teads Audiences leverages advertisers’ own first-party data as well as a comprehensive range of second- and third-party data providers, giving advertisers access to over 400,000 audience segments. Additionally, we also have insights into what users read on publishers’ pages through leveraging semantic analysis, allowing our platform to build privacy compliant segments, including powerful interest segments, Teads Interest Graph, that we believe generates superior results. Uniquely, we solve a difficult problem that advertisers face - advertisers want both maximum reach and accuracy, but usually one comes at the expense of the other. We seek to resolve this by selecting the most accurate data from all our data sources and combining them into aggregated segments that maximize accuracy and reach without sacrificing one or the other. Teads Audiences is very important in ensuring our targeting solutions are fully usable as cookies are deprecated in the industry. We believe we were one of the first to begin building

86 cookieless solutions and we believe we are at the forefront of the industry with a range of cookieless targeting solutions. Our solutions include real-time profiling, which uses data signals in real-time to profile a user without using any individual identifiers. Additionally, we have built a next generation contextual targeting solution, which leverages a multitude of real-time data signals to select placements for the advertiser to generate optimal results. Finally, we believe we are one of the few companies in the industry to leverage Google Chrome’s alternative to cookie solution, FLoC.

For our Publisher Partners We provide a full stack monetization platform, Teads for Publishers, to publishers to manage and monetize their in-article inventory. The platform is cloud-based and can be operated by publishers on a fully self-serve basis to: O Manage demand sources via our proprietary SSP, which provides seamless management and integration with all demand sources. This includes the publisher’s own direct sold demand and our generated demand through Teads Ad Manager. O Manage yield through advanced trafficking and real-time analytics. Publishers are provided with hourly reporting and insights on all advertiser campaigns running across their websites. O Improve inventory suitability for advertising by ensuring compliance with Interactive Advertising Bureau transparency requirements and user privacy compliance related to the GDPR, CCPA and other regulations. The platform also provides integrated brand safety monitoring and fraud filtering tools. O Deliver direct sold campaigns via our publisher ad server and a video player that is directly integrated into publishers’ pages and supports a wide range of technical contexts. Similar to our customer solution, publishers also have access to Teads Audiences (our comprehensive suite of data solutions) and Teads Studio (our dynamic creative optimization and building tool). Like our advertiser solution, Teads for Publishers is underpinned by our data and machine learning algorithms. Our publisher solution provides our partners with a complete set of tools to enhance monetization on their highest value inventory in a trusted environment. The strength of our end-to-end platform and our demonstrated results have translated into over 80% of all publishers establishing contractual exclusivity with us for their in-article video inventory.

Our Technology

Integrated End-to-End Platform. Using open source technologies, we have built and own the underlying technology that connects the advertiser to the end user. Our algorithms, prediction models, customer interfaces, integration software development kits, data platforms and network infrastructure all act as a consistent suite of products, designed to work together seamlessly. Our engineering teams, building technology for both publishers and advertisers, are highly interconnected on a day-to-day basis. This deep level of technology integration and team collaboration enables us to (i) have better control over quality and outcomes; (ii) build products that are powerful and easy to use; and (iii) innovate at a faster pace.

Integration Directly on Publisher Pages. Our integration on publisher pages in rich textual content allows us to extract qualitative signals from users’ navigation, which feed our machine learning algorithms. In January 2021, our data platform collected, processed and stored an average of 100 billion data points per day, allowing us to customize our algorithms to deliver better results than more generic solutions, designed to run in heterogeneous contexts. The trusted relationships we have established with our publisher partners allow for direct integration into their pages (our code is on the publisher’s page), giving us direct access to browser data and new privacy application programming interfaces (“APIs”).

87 Profiling Users Without Dependency on Cookies. We combine various techniques to provide efficient cookieless targeting, combining reach and accuracy. We leverage our integrations in rich textual content to run semantic analysis and extract the topics and meaning of the content from the page in real time. We build and run learning models that correlate contextual data, such as the content of the page, the device, the time of the day, and other data signals, with users profile attributes such as socio-demographic or interests. Our models are trained on a part of traffic where we have identification(s) mechanism(s), including but not limited to third-party cookies, Google Privacy Sandbox, publisher first-party data, and logged in ID. With this learning, we can then profile the user in real time using only contextual signals when no other identification technique is available. We also leverage our code on the publisher page to have direct access to privacy-compliant APIs from internet browsers. Finally, our abstraction layer, known as Teads Audiences, is used in all our systems to feed algorithms and exploit data regardless of whether it comes from cookies, semantic context or browsers’ APIs.

Machine Learning Powered by Qualitative Signals. Using our proprietary machine learning framework, we have built and operate more than 50 predictive algorithms that make real-time decisions to maximize revenue for publishers and campaign outcomes for advertisers. In January 2021, we ran about 18 million predictions per second in our platform to deliver our service. Our prediction models perform real-time predictions across a range of processes, including but not limited to: video completion, ad viewability, pricing optimization, conversion, audience profiling, creative optimization and infrastructure optimization. This allows us to run a highly efficient and effective platform.

Speed to Market. Being able to implement new products and features with a short time to market is at the heart of our culture. We also apply these principles to our machine learning development. Our machine learning engineers and data scientists are not grouped into a central team, but rather divided into multiple product teams to collaborate more deeply with all product engineering teams. This helps us better understand business needs and more precisely leverage data signals. As a result, we believe we can deliver new machine learning algorithms faster. We typically need two weeks to go from conceiving to releasing a new algorithm based on existing data, and about one month to launch a new predictive algorithm requiring a new set of data that needs to be specifically captured. Existing algorithms are updated several times a day. We apply continuous deployment across our entire platform. On a typical day in 2021, our engineering teams deploy more than 40 software releases on our infrastructure.

A Lean Cloud-Based Infrastructure. We have built our technology infrastructure using a distributed and modern architecture on a global scale. We mainly use Amazon Web Services and Google Cloud Platform as our cloud infrastructure providers. At the end of 2020, our servers ran an average of 35,000 virtual central processing units per day, allowing us to process 16 trillion bid requests per month. On average, our platform only takes 100 milliseconds to receive an ad request from a publisher, run auctions including Teads Ad Manager demand and external DSPs, run our predictive algorithms and return a targeted, optimized ad to the user. The elasticity of our infrastructure allows us to resize automatically and in real time the numbers of servers we require in order to adapt to traffic and seasonality, while controlling our costs. This results in a highly scalable technology architecture.

We leverage various proprietary machine learning algorithms to filter out available ad inventory that we predict will not be sold. We also automatically cut low quality inventory to keep only the best inventory in order to run efficiently. Furthermore, our end-to-end platform allows us to predict the amount of user traffic that we need to deliver to our ongoing campaigns by using our algorithms to open and restrict the traffic allowed to enter the platform in real time in accordance with our needs, prioritizing quality over volume. Combined with other technological features, this strategy allows us to maintain a competitive infrastructure cost to income ratio.

We have designed our infrastructure with multiple layers of redundancy to protect us against data loss and to provide high system availability. We achieved a 99.96% availability rate for our Teads Ad Manager platform over the last 12 months. Our main data centers are located in northern Virginia for the U.S. with six distinct availability zones of redundancy; Dublin for Europe with three distinct availability zones; and Tokyo for Asia Pacific with three distinct availability zones. In addition, we leverage Akamai edge nodes for content delivery and edge processing in over 130 countries.

88 Our on-call engineering team is available 24/7 to ensure that any issues that arise with our platform can be mitigated within minutes.

Growth Strategy

We believe that we are in the early stages of growth and see significant upside for the business and industry overall. We plan to leverage our leading brand and positioning to pursue several long-term growth initiatives: Increase Sales From Existing Customer Base. Our comprehensive portfolio of digital advertising solutions has grown to encompass a variety of display and video products as well as branding and performance advertising formats. We believe we can increase sales to existing advertiser and agency customers by capturing additional advertising spend across our portfolio of products and solutions. For example, many of our customers first used our platform for brand advertising and have now started to use us for performance advertising campaigns, increasing our share of their total advertising spend. Additionally, as customers seek to shift more spend away from the Walled Gardens, they will require quality inventory and a single access point to this inventory, which our Curated Internet ecosystem aims to provide.

Acquire New Customers and Publisher Partners. We plan to continue acquiring new high-quality publishers and advertisers and agencies around the world. We believe our scaled premium demand and full stack monetization platform offers publishers a clear value proposition. We expect to increase our market share among global advertisers and agencies through our ability to increase ROI through our portfolio of leading advertiser- centric solutions and by providing a single point of access to the world’s best publishers.

Expand Customer Base Internationally. As the global advertising landscape becomes more sophisticated, we plan to focus on high-growth markets where Teads is under-indexed. We believe we have formed a leadership position in the EMEA and U.S. markets and anticipate using this experience to be a leader in new geographies. Believing that Asia Pacific represents our fastest-growing market opportunity, we launched our Singapore and Tokyo offices four years ago. The Asia Pacific market remains underpenetrated, despite already experiencing substantial growth since our entry.

Grow Our Performance Advertising Business. Performance advertising addresses the needs of our advertiser customers who focus on linking ad spend to measurable outcomes and deeper user engagement, including leads, sales and mobile app installs. As our customers shift ad budgets to performance-based advertising, we believe we are well-positioned to capture more of their spend. Our leadership in ad viewability, optimizing creatives and measuring outcomes and our ability to optimize outcomes with machine learning positions us favorably in performance advertising. From launch three years ago, our performance advertising business is now a significant driver of our growth.

Continue to Innovate Our Solutions While Accessing New, Quality Supply Sources. We intend to extend our inventory sources and gain exposure to large and high-growth segments of digital advertising, including: • Connected TV (CTV): We are investing in new technologies to capture the ongoing shift of ad budgets from linear TV to CTV. We believe our premium positioning, strong legacy in brand awareness advertising, existing partnerships with customers and publishers and an end-to-end digital advertising platform is uniquely aligned with CTV and will allow us to enter the segment more easily and with a strong, differentiated positioning. • Mobile Apps: The mobile in-app ad market represents a compelling and complementary inventory source for us to provide to our customers. We believe we can leverage our premium positioning to secure app-focused publishers who seek more premium demand. We believe we can also leverage our performance advertising capabilities and data science expertise to effectively compete in the performance heavy in-app ecosystem.

89 Pursue M&A to Create Value. Our industry is highly fragmented, with many undercapitalized players and point-solutions. We believe we are well-positioned to identify and acquire market share or new capabilities as the industry consolidates to fewer, more scaled platforms.

Our Customers and Partners

We have an attractive, diversified customer base of advertisers and agencies and a partner base of publishers that is global and loyal. Our customer and partner relationships, supported by our leading solutions, have driven significant growth in our business. As of March 31, 2021, we worked with about 3,100 publishers and as of December 31, 2020 approximately 2,000 customers, defined as advertising agencies and advertisers who spend a minimum of $1,000 annually with us.

Advertisers and Agencies. Our advertiser and agency customers access our solutions directly through our platform and indirectly through third-party DSPs. We serve some of the most iconic global brands across a variety of industries that include retail, consumer packaged goods, automotive, technology, luxury and others. In most cases, our advertiser customers access our solutions through their advertising agencies. We have deep, collaborative relationships with the major agency holding companies such as Publicis, WPP, Omnicom, Vivendi’s Havas, IPG and Dentsu and most of their subsidiary agencies across the globe. For the largest and most strategic advertisers, we maintain direct relationships through joint business partnerships pursuant to which we provide additional value added services. We work collaboratively with their agencies to serve these partnerships. We also maintain long-term relationships with leading DSPs such as The Trade Desk, Google’s Display and Video 360, whom some of our agency and advertiser customers leverage to access our platform.

We believe our customers continue to choose us due to our scale and reach, high-quality ad placements and integrated technology platform. Among our customers who spent more than $150,000 in the year ended December 31, 2020, which accounted for 80% of our revenue, we experienced 6% churn. Our Gross Customer Retention Rates were 94% for each of the years ended December 31, 2019 and December 31, 2020. Large customers who spend more than $1 million of annual revenue with us represent a significant portion of our total revenue, contributing approximately 60% to our total revenue for the year ended December 31, 2020. We have almost doubled the number of large customers from 2017 to 2020 and have grown the revenue from our large customers at a CAGR of 33% from 2017 through 2020. No customer represented more than 5% of our revenue in either the year ended December 31, 2019 or the year ended December 31, 2020, demonstrating the dispersion of our customer base. We have approximately 2,000 customers who spend at least $1,000 per year with us.

Publishers. We have relationships with about 3,100 publishers globally, representing over 15,000 web and app properties, giving advertisers access to 1.9 billion unique monthly users (as of April 2021). Over 80% of our publisher partners are exclusive to us for their in-article video placements. Most of our publisher contracts are two years in length and on an auto-renewal basis.

90 Unique Monthly Users* Per Region (as of April 2021)

North America CENTRAL & EASTERN EUROPE 87% - 269M 26% - 59M

WESTERN EUROPE 87% - 286M

South America 86% - 289M APAC (Ex. China) 78% - 809M

MIDDLE EAST & AFRICA 15% - 67M

* Monthly unique visitors are unduplicated visitors to all of our publishers’ websites per month, where visitors to all of our publishers’ websites are de-duped across all websites within a calendar month.

The geographic breakdown of the end-users on our publisher partner properties is highly diverse with 14% from North America, 22% from EMEA, 45% from Asia Pacific and 15% from South America. In total and as of April 2021, we reached 1.9 billion unique monthly users that includes 87% of internet users in North America, 86% of users in Latin America, 87% of users in Western Europe, 26% of users in Central & Eastern Europe, 15% of users in the Middle East & Africa, and 78% of users in Asia Pacific (excluding China). We created tremendous value for our publisher partners over many years, helping them monetize their valuable digital ad inventory. This has driven a highly attractive Publisher Retention Rate of approximately 99% for the year ended December 31, 2020.

Our Advertiser Customers

Our advertiser customers consist of premium brands and include a wide range of companies. We also serve the largest advertising agencies and help best serve their brand customers. Given the power of video advertising, these advertisers and agencies look to us to promote their brands and increase consumer engagement.

The following case studies provide examples of how our advertisers are using and have benefitted from our platform.

Adidas

Adidas is a German multinational corporation that designs and manufactures shoes, clothing and accessories. It is the largest sportswear manufacturer in Europe.

Adidas was looking to improve the average user exposure time (viewability) of its brand video ads and to drive incremental, quality traffic to its ecommerce website. Adidas partnered with Teads to leverage its highly- viewable branding ad formats as well as its traffic acquisition solutions across brand safe, premium publisher inventory.

According to Adidas, Teads outperformed Adidas’ quality KPIs for branding in terms of viewability and brand safety. Through Teads’ traffic acquisition solution, Adidas consistently brought above-benchmark incremental quality traffic as well as providing significant cost savings.

91 Adidas has renewed its global joint business partnership with Teads for 2021, the fourth consecutive year.

Danone

Danone is a leading multi-local food and beverage company building on health-focused and fast- growing categories in three businesses: Essential Dairy & Plant-Based products, Waters and Specialized Nutrition.

After having worked with Teads’ advertising solutions in several countries, Danone was looking to expand its collaboration with Teads across a wider geographic footprint. Danone’s need for quality, brand safe advertising inventory, as offered by Teads, became even more relevant during 2020 as industry and consumer sensitivities around social media were heightened.

Danone chose Teads as a key partner shifting investment in multiple markets globally, leveraging not only the quality inventory, but creative studio optimizations, and custom audience targeting to ensure alignment with Danone’s previously identified high-value audience groups.

Not only did Teads deliver against the primary campaign KPIs but moved the needle considerably for brand lift and sales lift metrics. In a recent campaign for one of Danone’s dairy brands, Teads generated 2.8 times return on advertising spend, as measured by a leading industry third party.

Teads is now established as a global strategic media partner for Danone for the second year in a row.

Nissan

Nissan is a global car manufacturer that sells a full line of vehicles under the Nissan, INFINITI and Datsun brands.

Nissan has been activating media campaigns with Teads across a number of countries for several years but the challenges of the COVID-19 crisis brought the two companies to work more closely together. During the second quarter of 2020, Nissan Europe’s dealerships were shut by local lockdown restrictions in its key markets. As dealerships reopened several months later, Nissan aimed to reactivate its communication with an impactful advertising campaign in an economic context where every penny needed to work to the fullest.

After carefully reviewing various options, Nissan chose Teads as the key digital media partner for its European Fight Back plan based on Teads’ ability to cost-effectively deliver on KPIs. In addition to Teads’ quality media inventory, Nissan also leveraged Teads’ creative optimization and custom audience capabilities. The campaign was efficiently run across key European markets using Teads’ self-serve buying interface, Teads Ad Manager.

According to Nissan, the campaign over-delivered versus the media KPI’s in all key markets and provided significant cost savings versus Nissan advertising cost benchmarks. Additionally, according to Nissan, the campaign contributed to Nissan Europe exceeding its overall automotive sales target during the period. As a result of its performance in the European Fight Back plan and previous successes, Teads has now expanded the scope of its partnership in many more markets globally and is a key strategic partner.

Our Publisher Customers

Our globally diverse publisher customers range from the largest, most premium publisher brands to small- and medium-sized publishers, and include traditional print (newspaper and magazines) publishers, broadcast and cable television networks, digital media companies and other media conglomerates. Given the accelerated shift of content consumption towards digital platforms, all of these publishers are reliant on digital advertising to grow and diversify their monetization strategies.

92 The following case studies provide examples of how our publishers are using and have benefitted from our platform.

VICE Media Group

Partner since: 2016

VICE Media Group (“VMG”) is one of the world’s largest independent youth media companies with offices in 35 cities around the world, reaching over 380 million consumers worldwide. VMG has five key business units which generate a diverse array of revenue streams: Vice Digital, which includes multi-platform properties such as Vice.com and Refinery29, Vice News, Vice TV, Vice Studios and VIRTUE.

Given the global presences of both VMG and Teads, the companies have had various local partnerships across their offices, including the UK and Japan, dating back to 2016. VMG started working with Teads to increase its video advertising inventory and monetization by implementing outstream video ad formats in its article pages. In 2018, VMG consolidated its local relationships with Teads into a global strategic partnership, whereby Teads provided a multi-year revenue guarantee on VMG’s web properties across the Americas, Europe and Asia, while VMG used our Teads for Publishers platform to enable its own direct sales of outstream video. According to VMG, today, Teads is one of VMG’s top third-party ad demand partners. VMG continues to not only leverage Teads as its exclusive outstream video partner, but also expanded usage of Teads technology to both video and display formats, campaign reach extension and in-app monetization with Teads Mobile SDK (software development kit).

Tribune Publishing Company, LLC

Partner since: 2016

Tribune Publishing Company (“Tribune Publishing”) is one of the largest local media publishers in the US. Headquartered in Chicago, Tribune Publishing operates both print and digital properties in eight markets including the Chicago Tribune, New York Daily News, The Baltimore Sun, and Orlando Sentinel, among other local titles, as well as The Daily Meal in the food category. Across its digital properties, Tribune Publishing generates revenue from both advertising and subscriptions.

In 2016, Tribune Publishing initially started using Teads technology in order to grow its viewable video inventory across its digital web properties. Prior to partnering with Teads, Tribune Publishing had limited video supply and was searching for a seamless and user-friendly path to grow its video inventory. According to Tribune Publishing, via an exclusive outstream video partnership, Teads became a top monetization provider for Tribune Publishing through a multi-year revenue guarantee, and helped Tribune Publishing grow its video inventory 10 times while also expanding Teads integration to its mobile app portfolio by 2019. Tribune Publishing now empowers its entire agency and programmatic sales team with our Teads for Publishers platform, which includes a unique set of interactive display and video products for its own direct sales efforts.

Condé Nast

Partner since: 2015

Condé Nast is a global media company, home to iconic brands including Vogue, The New Yorker, GQ, Glamour, AD, Vanity Fair and Wired, among many others. The company’s award-winning content reaches 84 million consumers in print, 367 million in digital and 379 million across social platforms, and generates more than 1 billion video views each month. With its rich content and sought-after audiences, Condé Nast employs multiple revenue streams across advertising, licensing, agency solutions and events, among others.

93 With a global presence across 32 markets, Condé Nast has multiple partnerships with Teads offices around the world. Starting in 2015, Teads UK partnered with Condé Nast Britain, which owns a number of properties with a global audience, including Vogue, GQ and Glamour, among others. It was important for Condé Nast Britain to find an advertising monetization solution that could support its worldwide traffic, so it engaged Teads as a global revenue guarantee partner and exclusive outstream video provider across Condé Nast Britain’s web properties beginning in 2018. Condé Nast Britain is also a regular user of our Teads for Publishers platform to deliver a large number of its programmatic campaigns on a frequent basis and create custom ad creatives in Teads Studio.

Le Point Communication

Partner since: 2016

Founded in 1972 and based in Paris, Le Point is a premier weekly magazine publisher focused on news and politics in France. With hundreds of thousands of consumers accessing both print and digital versions of the magazine, Le Point depends on both subscriptions and advertising for revenue.

Le Point first partnered with Teads as an advertising monetization partner for outstream video on its online article pages in 2016. The magazine’s readers trust and are loyal to the brand due to the quality of the content.

Le Point chose Teads natively-positioned, in-article formats as they met those same quality standards. Le Point ultimately entered into a strategic partnership with Teads in 2018, choosing Teads as its exclusive outstream video partner and securing a multi-year, cross-platform revenue guarantee.

Le Point extended Teads monetization capabilities into its mobile in-app environment by integrating the Teads SDK (software development kit), which provided both video and display revenue and excellent performance, while ensuring GDPR-compliance and the same best-in-class user experience as on the web.

Our Go-to-Market Strategy

As a global, curated end-to-end advertising platform, our go-to-market strategy focuses on both increasing our advertiser and agency customer base and spend and on increasing our inventory with leading publishers.

On the advertiser end of our business model, we operate a two-pronged approach that targets both brands and their media planning and buying agencies. We manage relationships with our large, strategic advertisers through our strategic accounts team, who secure new strategic advertiser partners as well as grow existing ones. The strategic accounts team offers a range of in-house consultative services for our largest advertisers, including an account strategist to advise on how to leverage the Teads product portfolio, creative consultancy to help maximize campaign effectiveness, data consultancy to improve an advertiser’s targeting strategy and research and insights services to measure campaign effectiveness. We believe that the value we add to our most strategic customers through our consultative approach has a positive impact on average spend per customer and on customer retention.

In addition to our direct relationships with advertisers, we are also deeply integrated into the agency ecosystem. We have long-standing relationships with the big six holding companies, namely Publicis, WPP, Omnicom, Vivendi’s Havas, IPG and Dentsu as well as a range of smaller agencies. We employ a combination of global and local account management in order to manage our relationship with the agencies. Unlike the Walled Gardens, we employ a highly collaborative approach on client partnerships with agencies. Finally, we have master service agreements in place with all holding companies for our proprietary buying interface, Teads Ad Manager, which was the preferred interface for our customers to access our inventory during the year ended December 31, 2020. These agency partnerships provide us efficient centralized management of smaller advertisers who mostly leverage these agencies to manage their advertising spend.

94 In addition, we also deploy a team exclusively focused on partnerships with DSPs, called our demand development team. Some of our agency and advertiser customers leverage DSPs to access our platform and supply. The demand development team manages our partnership agreements, integrations and product modifications and upgrades with DSPs and troubleshoots any issues with demand flow.

On the other end of our business model, we manage our relationships with publishers via our publisher management team, which secures, manages and retains our partnerships with all of our publisher partners, including negotiating exclusive contracts. We have locally-based publishing teams in all 26 markets in which we operate. Few companies can claim the ubiquitous local presence we have to manage premium publishers. Our ability to have close, local relationships helps us to secure and retain the world’s best publishers, which we consider one of our unique strengths.

Our Competition

Our industry is highly competitive and we have peers of varying sizes and ranges of establishment. On the demand side, we both compete and work with DSPs including The Trade Desk, and on the supply side, we compete with sell-side advertising platforms including Magnite and Pubmatic. As an integrated player, we also compete with players who have full stack solutions, including Xandr, Verizon, Google and Taboola. Additionally, we, along with other players in the Open Web, compete with the Walled Gardens. We believe our unique differentiation of providing quality at scale through an end-to-end platform positions us well to succeed. We constantly monitor the industry to understand what our peers are executing and how we can deliver a superior all-encompassing offering.

Our competitive advantages include: • global scale; • end-to-end technology solution across the value chain; • innovation; • independence/customer alignment; • guaranteed outcome pricing; • tenure of customer relationships; • exclusive publisher partnerships and premium inventory; and • data assets including cookieless solution.

Technology and Development

Our ability to compete depends in large part on our continuous commitment to technology and development and our ability to rapidly introduce new technologies, features and functionality. Our technology and development team is responsible for the design, architecture, testing and quality of our technologies/ solutions. We focus our efforts on enhancing our existing technologies/solutions and developing new technologies/solutions for our customers and publishers.

Our technology and development teams are primarily located in Montpellier (France), Paris (France) and Bucharest (Romania). Our technology and development personnel are highly credentialed—78% of the personnel have advanced engineering degrees. As of March 31, 2021, we had 123 employees engaged in technology and development.

Technology and development expenses were $14.9 million and $16.0 million for the fiscal years ended December 31, 2019 and December 31, 2020, respectively, and $3.9 million for each of the three months ended

95 March 31, 2020 and March 31, 2021, respectively, and we intend to increase our investments in technology and development in the future to support the developments of new technologies, features and functions for our solutions.

Intellectual Property

We rely on a combination of copyright, trademark and trade secret laws in the U.S. and other jurisdictions, as well as license agreements and other contractual provisions, to protect our proprietary machine learning algorithms. We also rely on a number of international and domestic registered, pending and common law trademarks to protect our brand.

As of June 15, 2021, we had 109 registered trademarks and 17 pending trademark applications worldwide.

In addition, we seek to protect our intellectual property rights by requiring our employees and independent contractors involved in development of intellectual property on our behalf to enter into agreements acknowledging that all works or other intellectual property generated or conceived by them on our behalf are our property, and assigning to us any rights, including intellectual property rights, that they may claim or otherwise have in those works or property, to the extent allowable under applicable law.

Despite our efforts to protect our technology and proprietary rights through intellectual property rights, licenses and other contractual protections, unauthorized parties may still copy or otherwise obtain and use our software and other technology. In addition, we intend to continue to expand our international operations, and copyright, trademark, trade secret and other intellectual property protection may not be available or may be limited in foreign countries. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Further, many companies in the technology advertising industry own large numbers of patents, copyrights and trademarks and may threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We may face in the future allegations that we have infringed the intellectual property rights of third parties. See “Risk Factors—Risks Related to Our Business—We may incur liabilities for which we are not insured, and may suffer reputational damage in connection with certain claims against us.” for additional information.

Privacy and Data

There is an increasing awareness of how Internet user data is being leveraged to target ads, resulting in a growing number of privacy laws and regulations being established globally, including the GDPR in the European Union. We believe these trends will continue locally and globally. There have also been a growing number of consumer-focused non-profit organizations and commercial entities advocating for privacy rights. These institutions are enabling Internet consumers to assert their rights over the use of their online data in advertising transactions, a trend which we support.

The digital advertising landscape must continue to adapt to these trends and incorporate awareness of consumer privacy and compliance with regulatory authorities. For example, publishers, and their downstream supply and demand partners, are required to obtain unambiguous consent from European Union data subjects to process their personal data. Further, the European Union is currently in discussions to replace the ePrivacy Directive (commonly called the “Cookie Directive”) with an ePrivacy Regulation that governs the use of technologies that collect, access and store consumer information and may create additional compliance burdens for us in Europe. Other jurisdictions have enacted legislation that closely tracks the concepts, obligations and consumer rights described in the GDPR, including, among others, Brazil’s General Data Protection Law, the Canadian Personal Information Protection and Electronic Documents Act and Thailand’s Personal Data Protection Act. Some jurisdictions, including Russia and China, have in recent years enacted data localization laws, which require any personal information of citizens of those jurisdictions to be stored and processed on servers located in those jurisdictions. Such laws are gaining momentum and are being enforced by local authorities.

96 Also, as part of the European Digital Strategy, Shaping Europe’s Digital Future, it was announced that the European Commission would upgrade the rules governing digital services in the European Union. The European Commission proposed two legislative initiatives: the Digital Services Act and the Digital Markets Act. The Digital Services Act and the Digital Markets Act have two main goals: (i) to create a safer digital space in which the fundamental rights of all users of digital services are protected and (ii) to establish a level playing field to foster innovation, growth and competitiveness, both in the European single market and globally. This proposed legislation, both in the European Union and in other jurisdictions around the world, could expose businesses like ours to more onerous regulations and expansive liability. For instance, the Digital Services Act intends to limit or remove protections afforded to us under the eCommerce Directive. While the scope and timing of such proposed legislation are currently uncertain, if enacted and applied to our business, we may be required to expend significant amounts of time and resources to comply with such legislation, which may adversely affect our business.

In addition to legal and policy requirements, participants in the digital advertising supply chain were encouraged to agree upon technical specifications to collect and transmit detailed records of consent (or an alternative basis for the processing of personal data) and the purposes of that data processing. This demand resulted in widespread adoption of the Interactive Advertising Bureau (“IAB”) Transparency & Consent Framework 2.0 (“TCF”) in August 2020. Prior to the TCF, dueling technical standards resulted in industry-wide confusion following adoption of the GDPR.

Over the years, Apple has greatly limited the use of third-party cookies within its web browser (“Safari’s Intelligent Tracking Prevention”) and recently announced the decision to make the app-based IDFA opt-in by consumers rather than opt-out. Google has also announced its intention to deprecate third-party cookies in 2022 and provide alternative solutions for audience targeting and tracking. Google and Apple are leading an active industry dialogue to deliver the next wave in privacy compliant advertising solutions. We believe that the cookie landscape will continue to evolve and it is critical to understand what this could mean for advertisers. Teads has proactively developed cookieless solutions in anticipation of these changes and we believe we are well-positioned to not only comply with the changes but also benefit from additional spend shifted to us from other suppliers who are not ready with alternative solutions. See “Risk Factors—We, our customers and our publisher partners are subject to laws and regulations globally, including those related to data privacy, data protection, information security, consumer protection across different markets where we conduct our business, including in the U.S. and Europe, and industry requirements and such laws, regulations and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, results of operations and financial condition.” for additional information.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights, employment discrimination and breach of contract. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, reputational impact and other factors.

97 Facilities

Our corporate headquarters are located in Amsterdam, the Netherlands. Since mid-March 2020, all headquarter personnel have been working remotely. We also maintain regional offices in the countries of our operation for regional sales and marketing, technology and development and customer support personnel. We maintain data center co-location facilities in northern Virginia, Dublin and Tokyo. We believe that our current facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.

Culture, Employees and Human Capital Management

Our culture and our team are the most important asset in building and expanding our business. We have built our culture around the success of our customers, our partners, our employees and our investors. We have carefully recruited, selected and developed employees who are highly focused on delivering success for our customers. This strategy is a crucial element of our hiring and evaluation processes throughout all departments. We believe this approach produces high levels of both customers’ and publishers’ success and employee engagement.

Our people strategy revolves around creating employee experiences that foster deep employee engagement built upon personal development and achievement that is supported by continuous feedback, learning and team building. Our steadfast focus on driving employee engagement has resulted in increasing employee retention rates (approximately 88% annualized voluntary employee retention through the end of 2020) and average global tenure (3.3 years as of December 31, 2020). We have achieved these results by delivering custom learning programs and creating opportunities for advancement that align with the dynamic needs of our business. Our practice of open and transparent communication coupled with a performance-based approach to compensation has created a culture in which employees feel empowered in their ability to influence and impact our business and be rewarded for their efforts.

In 2020, we had an average of 803 full-time employees throughout the year.

Our employees are primarily located in the U.S., the United Kingdom, Europe and Asia Pacific. From time to time, we also utilize independent contractors, brokers and consultants. None of our employees are represented by a labor union or are a party to a collective bargaining agreement and we consider our relationship with our employees to be strong.

98 MANAGEMENT

The following table sets forth certain information regarding our directors and executive officers as of the completion of our corporate reorganization, which will occur prior to the closing of this offering. The term of office of our directors is set by the general meeting and the first terms of office of each director expires on the date specified in the table below. The business address for our directors and executive officers is Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands.

Term of Name Age Position Appointment

Executive Directors Pierre Chappaz 62 Founder and director 4 years Bertrand Quesada 44 Co-Founder, Chief Executive Officer and 3 years director Non-Independent Non-Executive Directors David Drahi 26 President and director 4 years Graziella Drahi 28 Director 4 years Dexter Goei 49 Director 3 years Malo Corbin 37 Vice President and director 4 years Natacha Marty 47 Director 3 years Tal Granot-Goldstein 44 Director 3 years Independent Non-Executive Directors Jurgen van Breukelen 52 Chairman and director 4 years Mark Mullen 56 Director 3 years Raymond Svidor 58 Director 3 years Non-Director Executive Officers Jeremy Arditi 38 Chief Commercial Officer Caroline Barbery 46 Chief Financial Officer Jim Daily 39 Global President Gilles Moncaubeig 44 Co-Founder and Chief Product Officer Eric Pantera 40 Chief Technology Officer Eric Shih 43 Chief Supply Officer Todd Tran 46 Chief Strategy Officer Ines Quesada 45 Chief People Officer Meg Runeari 36 Chief Experience Officer Rémi Cackel 34 Chief Data Officer Our Directors Pierre Chappaz Founder and director

Pierre has served as a director of the Company since 2021. Pierre has years of experience in marketing and technology. Pierre has worked in different marketing and communications roles for Toshiba, Legent (now part of Computer Associates) and IBM Europe before founding Kelkoo (a leading comparison shopping web service) in 1999 and selling it to Yahoo! in 2004. He teamed up with Bertrand Quesada approximately 15 years ago to found the company that became Teads. Pierre leads our Innovation, Technology and Finance functions at Teads. Pierre graduated from prestigious Ecole Centrale de Paris (France). He likes to be called “The Coach”.

99 Bertrand Quesada Co-Founder, CEO and director

Bertrand has served as a director of the Company since 2021. Bertrand has spent the last 20 years founding and growing international advertising technology companies. Approximately 15 years ago, Bertrand joined forces with Pierre Chappaz to found the company that became Teads. In 2017, Bertrand was named the Most Liked Advertising CEO in the industry by Business Insider. Previously, he was Director of Business Development at Espotting, which pioneered pay-per-click search engine advertising in Europe. Bertrand holds a bachelors of science in Business Administration from KEDGE Business School in Bordeaux, France.

David Drahi President and director

David has served as a director of the Company since 2021. David joined Altice USA, Inc. as a director in 2019 and the Altice group as a manager in 2021. Previously, he worked at Cabovisao, formerly owned by the Altice group, and Icart, a former subcontractor of the Altice group. David holds a BSc in Physics at Ecole Polytechnique in Lausanne, Switzerland, an MSc in Optics and Photonics from the Imperial College of London and a DPhil in Atomic and Laser Physics from the University of Oxford. His research covered the fields of Quantum Optics and Quantum Cryptography.

Graziella Drahi Director

Graziella has served as a director of the Company since 2021. Graziella currently serves as the Head of Mobile for Altice USA, Inc. Prior to this, Graziella gained operational and corporate financial knowledge in telecommunication via diverse roles, such as: Financial Controller at Altice USA, Inc. and Business Controller for Altice Management International. Graziella also gained financial experience at Morgan Stanley London and Deloitte Israel. Graziella holds a bachelor’s degree from IDC Herzliya in Business & Administration.

Dexter Goei Director

Dexter has served as a director of the Company since 2021. Dexter joined Altice USA, Inc. (which includes the Optimum and Suddenlink branded digital cable television, high-speed Internet, voice, WiFi and data products and services) as the Chairman and Chief Executive Officer in 2016. He currently serves as the Chief Executive Officer of Altice USA, Inc. He was previously the Chief Executive Officer and the President of the Board of New Altice Europe’s predecessor. Prior to joining the Altice group, he spent 15 years in investment banking with first JP Morgan and then Morgan Stanley (as the Co-Head of Morgan Stanley’s European TMT Group when he left Morgan Stanley to join the Altice group in 2009) in their Media & Communications Group in New York, Los Angeles, and London. Dexter holds a BS (cum laude honors) in Foreign Services (in International Economics major) from the Edmund A. Walsh School of Foreign Service at Georgetown University.

Malo Corbin Vice-President and director

Malo has served as a director of the Company since 2021. Malo joined the Altice group in 2015 and currently serves as the Chief Financial Officer of New Altice Europe. Previously, he was the Finance Director for New Altice Europe’s predecessor and the Chief Controlling Officer and Vice President M&A for the Altice group. Before joining the Altice group, he was Vice President in the Telecom & Technology Group of Lazard covering Europe, the Middle East and Africa. Malo is a graduate from Ecole Centrale Lyon.

100 Natacha Marty Director

Natacha has served as a director of the Company since 2021. Natacha is currently liquidator and the General counsel and Company Secretary of New Altice Europe (prior to New Altice Europe’s dissolution, she was an executive director). Prior to joining the Altice group in 2015, she worked as an associate at Freshfields Bruckhaus Deringer and a counsel at Davis Polk & Wardwell, where she contributed to founding the firm’s French law practice. Natacha has a strong international background, having worked in Paris, London, Geneva and New York over the past 22 years. She developed significant expertise in corporate governance, equity and debt capital markets and credit transactions, and has extensive experience in cross-border merger and acquisition transactions. Natacha holds an Master in Law from the Université Panthéon Assas - Paris II.

Tal Granot-Goldstein Director

Tal has served as a director of the Company since 2021. Tal has 20 years of experience in the telecommunications market and has served as the Chief Executive Officer of the HOT Telecommunication group since 2015. Prior to this appointment, she was the Deputy Chief Executive Officer and B2C Manager of the HOT Telecommunication group. Tal has also served as Chief Executive Officer of an integration company and, prior to that, as Vice President of Human Resources and Operations and Management at 012 Golden Lines.

Jurgen van Breukelen Chairman and director

Jurgen is expected to join our board upon closing of this offering. Jurgen currently serves as liquidator of New Altice Europe (prior to New Altice Europe’s dissolution, he was an independent non-executive director and the Chairman of the board). He is also a member of the Supervisory Board of Urus Group LLC, member of the Supervisory Board of Damen Shipyards Group N.V. and a director of the VEUO (Vereniging van Effecten Uitgevende Organisaties). In addition, he is a Senior Advisor with private equity firm Permira and investment bank PJT Partners, and is a member of the Advisory Board of the Rotterdam School of Management, Erasmus University Rotterdam. During his professional career, he has acted as the CEO and Country Senior Partner of KPMG in the Netherlands and held a number of senior executive roles at KPMG International, including serving on the Global Executive Team and Global Board of KPMG, where he chaired KPMG’s Global Quality & Risk Committee. In the past, he has been a member of the Supervisory Board of Princess Maxima Centre for Pediatric Oncology in the Netherlands, the Supervisory Board of Stichting Alzheimer Nederland, and was the chairman of the Supervisory Boards of Van Gansewinkel Groep B.V. and Bosal Nederland B.V. Jurgen holds a Master’s degree in Business Economics at the Erasmus University in Rotterdam and has served as a lieutenant in the Royal Dutch Army.

Mark Mullen Director

Mark is expected to join our board upon closing of this offering. Having joined Altice USA, Inc. as a director in June 2017, Mark currently serves as the Chairman of the Audit Committee and a member of the Compensation Committee of Altice USA, Inc. He is also the Co-Founder and Managing Director of Bonfire Ventures, founded in 2017, and the Managing Partner of Double M Partners, founded in 2012. Mark also founded Mull Capital in 2005. Previously, he served as the COO of the City of Los Angeles (Economic Policy) and Senior Advisor to the then-Mayor Antonio Villaraigosa where he oversaw several of the City’s assets, including the LA International Airport, LA Convention Center, and the Planning and Building & Safety Departments. Additionally, from 1993 to 2010, Mark ran the international M&A and private equity group for Daniels & Associates, an investment bank focused on the cable TV, telecom and broadband industry, and which was acquired by RBC Capital Markets in 2007. Mark holds a BSBA (cum laude honors) from the University of Denver and an MBA in international business from the Thunderbird School of Global Management.

101 Raymond Svider Director

Raymond is expected to join our board upon closing of this offering. Having joined Altice USA, Inc. as a director in June 2017, Raymond serves as the Chairman of the Compensation Committee and as a member of the Audit Committee of Altice USA, Inc. He is also the Chairman and a Partner of BC Partners. Over the years, Raymond has participated and led investments in a number of sectors including TMT, healthcare, industrials, business services, consumer and retail. He is currently the Chairman of the board of Chewy (NYSE “CHWY”), non-executive Chairman of PetSmart, Chairman of the Advisory Board of The Aenova Group, and also serves on the boards of GFL Environmental (NYSE/TSX “GFL”), Intelsat (NYSE “I”), Navex Global, GardaWorld, Presidio, Cyxtera Technologies and Appgate. Previously, he served as a director of Accudyne Industries, Teneo, Office Depot, Multiplan, Unity Media, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL and Chantemur. Raymond holds an MBA from the University of Chicago and an MS in Engineering from both Ecole Polytechnique and Ecole Nationale Supe´rieure des Te´le´communications in France.

Our Executive Officers

Jeremy Arditi Chief Commercial Officer

Jeremy joined Teads in 2011 and currently serves as Chief Commercial Officer. Jeremy has over 14 years of experience in the digital media industry and was a co-founder of Happyapps, a digital advertising platform acquired by Teads. He began his career in the investment banking division of Morgan Stanley in New York. Jeremy holds a bachelors of science in Foreign Affairs from Georgetown University.

Caroline Barbery Chief Financial Officer

Prior to joining Teads in 2013, Caroline worked in Corporate Investment Banking for major European banks (Fortis BNP Paribas and Natixis) for several years. In 2008, Caroline decided to combine her passion for finance and Asia by joining a French family office, Jaccar, owning funds and participations in several Asian countries. She is also an Independent Board Member and Chairman of the Audit Committee of Lafuma. Caroline holds a masters in Banking & Finance from University Paris V and a masters in Finance from ESCP Business School.

Jim Daily Global President

Jim joined Teads in 2013 as employee number one in the Americas and currently serves as Global President/CEO North America. He started the business from a coffee shop in Brooklyn and has grown it into a powerhouse in the North American Ad Tech sector. Jim has 15 years of digital advertising experience and is an expert in video, display, branded entertainment, data and programmatic. He is very active in the North American advertising community and sits on a number of boards, including the Mobile Marketing Association. Jim holds a bachelors of science in hospitality management from Boston University.

Gilles Moncaubeig Co-Founder and Chief Product Officer

Gilles joined Teads in 2010 and currently serves as Chief Product Officer. Before joining Teads, Gilles co-founded the leading European blogging platform OverBlog (now owned by Webedia Group) in 2004. He has 17 years of experience in digital media and advertising technologies. Gilles holds a Master of Science in Engineering from INSA Toulouse, France.

102 Eric Pantera Chief Technology Officer

Eric joined Teads in 2016 and currently serves as Chief Technology Officer. Eric has 17 years of experience in managing large-scale engineering operations, starting at Octo Technology (now owned by Accenture) as software architect for the media industry, while developing a patent to reduce standby power consumption of TV devices (now owned by Watt&Co). He was also CTO of the Europe’s largest professional social network platform, Viadeo. Eric holds a Master’s degree in Computer Science from EPITA Paris, France.

Eric Shih Chief Supply Officer

Eric joined Teads in 2014 and currently serves as the Chief Supply Officer. Eric has more than 15 years of digital media business development, monetization and strategy experience. Prior to joining Teads, Eric held digital business development positions at Scripps Networks, A&E Networks and Fuse.

Todd Tran Chief Strategy Officer

Todd joined Teads in 2015 and currently serves as Chief Strategy Officer. Todd started his career at Bain & Company as a strategy consultant. Prior to joining Teads, his 20-year career in digital advertising included serving as Apple’s iAd EMEA General Manager, Managing Director of International of Millennial Media (now owned by Verizon Media) and EMEA Managing Director of WPP’s mobile advertising agency Joule. Todd holds a bachelor’s of science in Business Administration from the University of California, Berkeley.

Ines Quesada Chief People Officer

Ines joined Teads in 2015 and currently serves as Chief People Officer. Ines has over 20 years of experience in human resources and possesses a strong background in leading human resources for large companies. Prior to joining Teads, Ines was HR Director Wholesale EMEA for Quiksilver. Ines holds a Master of Human Resources Management from the University of Toulouse.

Meg Runeari Chief Experience Officer

Meg joined Teads in 2015 and currently serves as Chief Experience Officer. Meg started her digital media career in 2010 at GOAL.com, purchased soon after she joined by Perform Media (now DAZN). As a Division I soccer player and captain at American University, Meg refined her leadership skills, and has spent 9 of her nearly 12 year digital media career managing multi-market teams. Meg is very active in the wider advertising community, specifically on topics of women and LGBTQ+ in technology. For her dedication, in February 2019, Meg received a Working Mother of the Year accolade from She Runs It, a leading organization promoting women’s roles in the advertising industry.

Rémi Cackel Chief Data Officer

After an engineering degree at the University of Technology of Compie`gne (France), and an MSc at Cranfield University (England), Rémi started his career in the travel advertising industry at Amadeus and Travel Audience, leading the creation and go-to-market of data solutions and personalization. Rémi joined Teads in 2017 to lead the creation of Teads data solutions and products. In his role of Chief Data Officer, he oversees the data strategy and lead regional and local data teams to support the most sophisticated needs from top clients and publishers.

103 Corporate Governance

Controlled Company

We intend to apply for listing of the Class A Shares on Nasdaq. Our parent company, Altice International, will control more than 50% of the voting rights in the Company following the closing of this offering through the Class B Shares, and, as a result, under Nasdaq current listing standards, we qualify for and intend to avail ourselves of the controlled company exception under the corporate governance rules of Nasdaq. We intend to take advantage of the controlled company exemption, but not the exemption for foreign private issuers. We reserve our right to change our mind on either exemption at any point. As a controlled company, we will not be required to have (1) a majority of “independent directors” on our board of directors; (2) a compensation committee and a nominating and governance committee composed entirely of “independent directors” as defined under the rules of Nasdaq; or (3) an annual performance evaluation of the compensation and nominating and governance committees. Notwithstanding our intention to take advantage of the controlled company exemption, we expect to have a compensation committee initially comprised solely of independent directors. However, there is no assurance that we will continue to do so. The controlled company exception does not modify the independence requirements for the audit committee, which require that our audit committee be composed of at least three members, a majority of whom will be independent within 90 days from the date of this prospectus and each of whom will be independent within one year from the date of this prospectus. Prior to the closing of this offering, our board of directors will set up an audit committee composed of three independent directors.

Board of Directors

Our articles of association provide that we have a one-tier board of directors, consisting of executive and non-executive directors. The number of directors of our board of directors shall be determined by our board of directors. Immediately prior to the closing of this offering, our board of directors will be composed of 11 members, with two executive directors and nine non-executive directors. Jurgen van Breukelen will serve as the Chairman of our board of directors.

See “Description of Share Capital—The board of directors” for additional information.

Committees of the Board of Directors

Upon closing of this offering, we will have an audit committee and a compensation committee.

Audit Committee

Upon closing of this offering, our audit committee will be comprised of Jurgen van Breukelen, Mark Mullen and Raymond Svider and chaired by Mark Mullen. We anticipate that our board of directors will determine that each of Jurgen van Breukelen, Mark Mullen and Raymond Svider is financially literate and meets the independence requirements for directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange Act. In addition, we anticipate that each of the audit committee members meets the independence requirements for non-executive directors under the best practice provisions of the DCGC. The composition of our audit committee is consistent with the best practice provisions of the DCGC. We anticipate that our board of directors will determine that Jurgen van Breukelen is a “financial expert” as defined by Rule 10A-3 under the Exchange Act. For a description of the education and experience of each member of the audit committee, see “—Our Directors.”

Our board of directors will establish a written charter setting forth the purpose, composition, authority and responsibility of the audit committee, consistent with Nasdaq listing requirements and the rules of the SEC, and our audit committee will review the charter annually. The principal purpose of our audit committee is

104 to oversee the accounting and financial reporting processes and audits of the Company and to assist our board of directors in discharging its oversight of, among other things: • annually reviewing and assessing the adequacy of the audit committee charter and the performance of the audit committee; • the independence, qualifications, appointment, compensation and performance of our external auditor and the pre-approval of all non-audit services; • reviewing the adequacy of our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls; • reviewing and approving or ratifying related-party transactions and policies related thereto; • our compliance with applicable legal and regulatory requirements and company policies; • meeting at least quarterly with our executive officers, internal audit staff and our external auditors in separate executive sessions; and • the recommendation for nomination by our board of directors for the appointment by our general meeting of an external auditor to audit the Dutch statutory board report, including its annual accounts (which include the standalone annual accounts and the consolidated annual accounts). The audit committee will also have the authority in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Compensation Committee

Upon closing of this offering, our compensation committee will be comprised of Jurgen van Breukelen, Mark Mullen and Raymond Svider and will be chaired by Raymond Svider. We anticipate that our board of directors will determine that each of Jurgen van Breukelen, Mark Mullen and Raymond Svider is independent for purposes of Nasdaq listing standards. Although our compensation committee will initially consist entirely of independent directors, as a “controlled company” we are not required to have an independent compensation committee and the composition of the committee may change in the future. We anticipate that each of the compensation committee members meets the independence requirements for non-executive directors under the best practice provisions of the DCGC. The composition of our compensation committee is consistent with the best practice provisions of the DCGC. For a description of the background and experience of each member of our compensation committee, see “—Our Directors.” Our board of directors will establish a written charter setting forth the purpose, composition, authority and responsibility of the compensation committee consistent with Nasdaq listing requirements and the rules of the SEC, and our compensation committee will review the charter annually. The compensation committee’s purpose will be to assist our board of directors in its oversight of executive compensation, management development and succession, director compensation and executive compensation disclosure. The principal responsibilities and duties of the compensation committee will include, among other things: • reviewing, at least annually, our executive compensation plans; • overseeing management succession planning; • evaluating and recommending compensation and performance criteria for compensation programs for our executive directors and executive officers; and • recommending compensation for our non-executive directors. Code of Conduct

Prior to the closing of this offering, we will adopt a code of conduct applicable to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer, which is a “code of

105 ethics” as defined in section 406(c) of the Sarbanes-Oxley Act. The code of conduct will set out our fundamental values and standards of behavior that are expected from our directors, officers and employees with respect to all aspects of our business.

If we make any amendment to the code of conduct or grant any waiver therefrom, whether explicit or implicit, to a director or executive officer, we will disclose the nature of such amendment or waiver on our website to the extent required by, and in accordance with, the rules and regulations of the SEC.

A copy of our code of conduct will be posted on our website at teads.com. The information on our website is not part of this prospectus.

Our audit committee is responsible for reviewing and evaluating the code of conduct periodically and will recommend any necessary or appropriate changes thereto to our board of directors for consideration. The audit committee will also assist our board of directors with the monitoring of compliance with the code of conduct, and will be responsible for considering any waivers of the code of conduct (other than waivers applicable to our directors or executive officers, which shall be subject to review by our board of directors as a whole).

Corporate Governance Guidelines

Our board of directors will adopt corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of Chairman, Vice-Chairman, President and Vice-President of the board of directors, meetings, director access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation and management succession planning. Our board of directors, or a committee thereof, will review our corporate governance guidelines periodically. Additionally, our board of directors will adopt independence standards as part of our corporate governance guidelines.

A copy of our corporate governance guidelines will be posted on our website at teads.com. The information on our website is not part of this prospectus.

Diversity

Our commitment to diversity and inclusiveness is a defining feature of our culture. We recognize the importance and benefit of having a board of directors and senior management comprised of highly talented and experienced individuals having regard to the need to foster and promote diversity among directors and senior management with respect to attributes such as gender, ethnicity, cultural background and other factors.

Prior to the closing of this offering, we will adopt a diversity policy that promotes our commitment to diversity and that will set specific diversity targets and specify diversity aspects relevant for the Company, such as nationality, age, gender identity, background and expertise.

Teads Compensation

As a foreign private issuer, we will comply with home country compensation disclosure requirements and certain exemptions thereunder rather than the SEC disclosure requirements applicable to U.S. domestic issuers.

We were incorporated pursuant to the laws of the Netherlands as Altice Temp B.V. on May 14, 2021, were renamed Teads B.V. on July 2, 2021 and will be converted into a public company and renamed Teads N.V. prior to the closing of this offering. Since Teads B.V. did not yet exist in 2020, Teads B.V. did not have, and did not pay any compensation to, any executive officers or directors in 2020. The aggregate amount of compensation our key management (including executive officers and directors) received from our predecessors for service to manage

106 our business for the year ended December 31, 2020 was approximately $5,249,614, including amounts set aside or accrued to provide pension, retirement or similar benefits to these individuals in this capacity. An aggregate of approximately $47,228,201 is anticipated to be paid as compensation (assuming payment of bonuses at 100% of target for the portion subject to performance-based metrics) and set aside for pension, retirement, or similar benefits to our directors and our executive officers for the year ending on December 31, 2021. Our board of directors, upon a recommendation of the compensation committee, is authorized to determine the amount, level and structure of the remuneration of our executive officers who are not directors. Our general meeting, on the proposal of our board of directors, determines the remuneration of our directors, both executive and non-executive directors, in accordance with our remuneration policy, which will be adopted by the general meeting prior to the closing of this offering and is described further below. Both our executive officers and our directors are eligible to receive equity awards under the 2021 SOP, which will be adopted by the board of directors and the general meeting prior to the closing of this offering and is described further below. Remuneration Policy for Executive and Non-Executive Directors The Teads N.V. Remuneration Policy for executive and non-executive directors (our “remuneration policy”) provides a policy and framework for the payment of executive and non-executive director compensation in accordance with Dutch law. The Company’s general meeting on the proposal of our board of directors, and based on a recommendation of the compensation committee, determines the amount, level and structure of the compensation packages of our directors in accordance with our remuneration policy. Under our remuneration policy, directors may be eligible for a mix of fixed and variable compensation components, including short and long-term incentives, fringe benefits, and pension arrangements. The remuneration of non-executive directors is generally based on fixed annual remuneration. Both executive directors and non-executive directors can be compensated with equity-based incentives, and the Company will reimburse both executive and non-executive directors for certain liabilities incurred as a result of performing their duties. Neither executive directors nor non-executive directors are eligible for any personal loans or guarantees under our remuneration policy. Compensation of our Executive and Non-Executive Directors Consistent with our decision to comply with home country compensation disclosure requirements and certain exemptions thereunder, the following table sets forth the compensation expected to be provided to each of our executive and non-executive directors for the year ending December 31, 2021, in accordance with our remuneration policy. All Other Salary Bonus Compensation Total Name ($)(1) ($)(1) ($)(1) Compensation ($)(1)(2) Executive Directors Pierre Chappaz ...... 155,442 20,698,536 18,912 20,872,891 Bertrand Quesada ...... 583,594 20,852,767 25,730 21,462,091 Non-Executive Directors Malo Corbin ...... 45,750 — — 45,750 David Drahi ...... 61,000 — — 61,000 Graziella Drahi ...... 45,750 — — 45,750 Dexter Goei ...... 45,750 — — 45,750 Tal Granot-Goldstein ...... 45,750 — — 45,750 Natacha Marty ...... 45,750 — — 45,750 Mark Mullen ...... 61,000 — — 61,000 Raymond Svider ...... 55,917 — — 55,917 Jurgen van Breukelen ...... 70,735 — — 70,735 (1) Amounts in this table are shown in USD, and are calculated using an exchange rate of one euro to 1.22 USD, one Swiss Franc to 1.12 USD and one Pound Sterling to 1.35 USD, as applicable. Bonus amounts assume payout of 100% of target for the portion subject to performance-based metrics.

107 (2) Consistent with home country compensation disclosure requirements and certain exemptions thereunder, this compensation disclosure does not include the value of equity awards that will be granted to our executive and non-executive directors. For information regarding equity awards to be granted to our directors, see “—Equity Awards of our Executive and Non-Executive Directors.”

Equity Awards of our Executive and Non-Executive Directors

Our executive and non-executive directors are eligible to receive equity awards in the form of stock options under the 2021 SOP, see “—Stock Option Plan” for further information regarding the 2021 SOP. Subject to the closing of this offering, our executive directors will be granted stock options with an exercise price equal to the initial public offering price and with respect to the following number of Class A Shares: Pierre Chappaz (9,068,508 Class A Shares); and Bertrand Quesada (4,534,254 Class A Shares). These awards are eligible to vest following assessment of performance criteria during a period beginning on January 1, 2023 and ending on December 31, 2023 and subject to continued service.

Share Ownership of our Executive and Non-Executive Directors

For information on the ownership of our directors in our Class A Shares, see “Principal and Selling Shareholders.”

Services Agreements

Each of the directors will have a services agreement with the Company. These services agreements will provide for a notice of termination period of one month, payment of certain out-of-pocket expenses in addition to the remuneration granted in their capacity as director and restrictive covenants, including covenants related to confidentiality and return of documents and property of the Company.

The directors may also have an employment or services agreement with the Company or another company within the Altice group.

Bonus Payments

Pierre Chappaz and Bertrand Quesada are in connection with their appointment as executive directors of the Company, each being granted a one-time bonus of $20.6 million by the Company pursuant to agreements entered into on July 5, 2021. These one-time bonuses will be paid by the Company in May 2022.

With respect to the one-time bonus of Pierre Chappaz, the Company will gross up the one-time bonus for all Dutch income taxes that will become due by him and all Dutch wage withholding taxes to be withheld by the Company on his behalf in connection with this bonus. Based on the Dutch maximum statutory progressive income and wage tax rate of 49.50%, the total amount to be paid by the Company in respect of Pierre Chappaz may be up to $41 million. The Company and Pierre Chappaz will file an application with the Dutch Revenue Service for the purpose of designating 30% of the appointment bonus as tax-exempt wages, which, if granted, may reduce the total amount of the cost with respect to the one-time bonus of Pierre Chappaz to no more than $35 million.

In addition, Pierre Chappaz participated in the Company’s performance-based bonus program through April 2021, and Bertrand Quesada participated and continues to participate in the Company’s performance-based bonus program, which is paid quarterly in 2021 and will be paid annually in 2022. The performance metrics are based on EBITDA and revenue.

Stock Option Plan

The 2021 SOP will be approved by our board of directors and adopted by our general meeting with effect as of the effectiveness of the registration statement of which this prospectus forms a part. Under the 2021 SOP, certain of our directors, officers and employees will be granted stock options with an exercise price equal to the

108 initial public offering price with respect to an aggregate of 23,816,700 Class A Shares (which number includes the grants to our executive directors described above). If the closing of the Company’s initial public offering does not occur, the 2021 SOP will automatically terminate and any award granted pursuant to the 2021 SOP will be canceled for no consideration without any further action from the Competent Body (as defined below).

Under the 2021 SOP, we may grant awards of stock options or other awards to officers, employees, consultants and directors. The purpose of the 2021 SOP is to enhance Teads N.V. and its subsidiaries’ ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Teads N.V. and its subsidiaries and to further the best interests of the Company, its business and its stakeholders. A copy of the 2021 SOP is attached as an exhibit hereto and the following summary is qualified in its entirety by reference thereto.

Authority and Administration

The board of directors will have the full power and authority to make and amend grants to participants other than directors, subject to applicable law and the terms of the 2021 SOP. The Company’s general meeting on the proposal of our board of directors, and based on a recommendation of the compensation committee, will have the full power and authority to make and amend grants to directors. The board of directors and the general meeting may delegate (part of) their authority to a committee of the board of directors, which may be the compensation committee, or to one or more other persons (the board of directors or its delegate and, in the case of director awards, the general meeting or its delegate are referred to in this prospectus as the “Competent Body”).

Subject to applicable law and the terms of the 2021 SOP, the Competent Body may, among other things, determine: (i) the eligible participants; (ii) the number of Class A Shares subject to each award; and (iii) the terms and conditions of each award, including, without limitation, those related to term, permissible methods of exercise, vesting, cancellation, forfeiture, payment, settlement, exercisability, performance periods, performance targets, and the effect or occurrence, if any, of a participant’s termination of employment, separation from service or leave of absence with the Company or any of its subsidiaries or of a change of control of the Company. The Competent Body will administer the 2021 SOP upon the closing of the offering.

Limitation on Awards and Shares Available

The maximum aggregate number of shares that may be issued for all purposes under the 2021 SOP will be equal to 28,678,138 Class A Shares (the “Plan Limit”). Class A Shares issued pursuant to awards under the 2021 SOP may be either authorized and unissued Class A Shares, Class A Shares held by the Company in its treasury, or a combination thereof. The number of Class A Shares remaining available for issuance shall be reduced by the number of Class A Shares subject to outstanding awards and, for awards that are not denominated by shares, by the number of Class A Shares actually delivered upon settlement or payment of the award. For purposes of determining the number of Class A Shares that remain available for issuance under the 2021 SOP, the number of Class A Shares corresponding to awards under the 2021 SOP that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that are settled through the issuance of consideration other than Class A Shares (including, without limitation, cash) shall be added back to the Plan Limit and again be available for the grant of awards. In addition, (i) the number of Class A Shares that are tendered by a participant or withheld by the Company to pay the exercise price of an award or to satisfy the tax withholding obligations in connection with the vesting, exercise or settlement of an award and (ii) the number of Class A Shares subject to an option but not issued or delivered as a result of the net settlement of such option shall be added back to the Plan Limit and again be available for the grant of awards. No participant may be granted under the 2021 SOP in any fiscal year awards covering more than 10,000,000 Class A Shares.

Awards

Awards under the 2021 SOP may consist of options or other awards. Any award may be granted singly or in combination or in tandem with any other award. Vesting criteria will be set with respect to each award granted under the 2021 SOP, which, depending on the extent to which the criteria are met, will determine the extent to

109 which the award becomes exercisable or the number of Class A Shares or the amount of cash that will be distributed or paid out to the participant with respect to the award. An award’s vesting criteria may be based upon performance, including the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or provision of services). The terms and conditions of each award will be set forth in an award document. The award document will contain terms and conditions not inconsistent with the 2021 SOP and the resolution of the Competent Body to grant the award. The Competent Body may at any time following grant (i) accelerate the vesting, exercisability, lapse of restrictions, settlement or payment of any award, (ii) eliminate the restrictions and conditions applicable to an award or (iii) extend the post-termination exercise period of an outstanding award (subject to the limitations of Section 409A of the Code). No awards may be granted under the 2021 SOP after the 10th anniversary of the 2021 SOP’s effective date.

Participants may be granted the right to receive dividends or payments equivalent to dividends or interest with respect to an award, which payments can either be paid currently or deemed to have been reinvested in Class A Shares (to the extent compliant with applicable laws), and can be made in Class A Shares, cash or a combination thereof. No dividends or dividend equivalents will be paid with respect to options. In the event of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassification, merger, consolidation, separation, extraordinary stock or cash dividend, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase shares at a price substantially below fair market value, or any other corporate event or distribution of stock or property of the Company affecting the shares, the Competent Body will adjust the number and kind of shares authorized for issuance and the number and kind of shares subject to any outstanding award and the exercise price per share, if any, under any outstanding award in order to materially preserve, but not increase, the benefits or potential benefits intended to be made available to participants under the 2021 SOP.

Stock Options

A stock option is the right to acquire Class A Shares at a fixed exercise price for a fixed period of time. Under the 2021 SOP, the Competent Body may grant nonqualified stock options and “incentive stock options” (as defined in Section 422 of the Code) pursuant to stock option agreements, determine the number of Class A Shares covered by each option and set the vesting schedule and exercise price of the Class A Shares subject to each option, which generally cannot be less than 100% of the fair market value on the date of grant to the extent necessary to comply with Section 409A of the Code. Stock options granted under the 2021 SOP will vest at the rate specified in the stock option agreements. A stock option granted under the 2021 SOP generally cannot be exercised until it becomes vested. No incentive stock option may have an exercise price that is less than 100% of the fair market value on the date of grant.

No incentive stock option may be issued to any individual who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, unless (i) the exercise price is at least 110% of the fair market value on the date of grant of the Class A Shares subject to such incentive stock option and (ii) the incentive stock option is not exercisable more than five years from the date of grant. The aggregate fair market value of the Class A Shares, determined on the grant date, covered by incentive stock options, which first becomes exercisable by any participant during any calendar year, may not exceed $100,000. Any grants in excess of this limit shall be treated as nonqualified stock options.

The exercise price of the Class A Shares subject to each option may be paid, among other means, in cash or cash equivalents, by actual delivery or attestation to ownership of freely transferable Class A Shares already owned by the person exercising the stock option, a combination of cash and shares equal in value to the exercise price, through net share settlement or similar procedure involving the withholding of Class A Shares subject to the stock option with a value equal to the exercise price. In-the-money stock options may be required to be exercised automatically, with no action required on the part of a participant, using a net share settlement or similar procedure immediately (or shortly) before their scheduled expiration date where participants are precluded from using other methods of exercise due to legal restrictions or Company policy (including policies on trading in shares).

110 Other Awards

The Competent Body has the authority to establish the terms and provisions of other forms of awards that the Competent Body determines to be consistent with the purpose of the 2021 SOP and the interests of the Company. Such awards may be made subject to restrictions on transfer, vesting requirements or cancellation under specified circumstances.

Change in Control

In the event of a “change in control,” the Competent Body may take any action it deems necessary or desirable in its sole discretion with respect to any award that is outstanding, including, without limitation: (i) the acceleration of the vesting, settlement and/or exercisability of an award; (ii) the payment of a cash amount in exchange for the cancellation of an award; (iii) the cancellation of options without the payment of consideration therefor if the exercise price of such options equals or exceeds the price paid for a Class A Share in connection with the “change in control”; (iv) the cancellation of any unvested awards without the payment of consideration therefor and (v) the issuance of substitute awards that substantially preserve the value, rights and benefits of any affected awards.

Limited Transferability of Awards

A participant’s rights and interests under the 2021 SOP, including any award previously made to such participant or any amounts payable under the 2021 SOP may not be assigned, pledged, or transferred, except, in the event of the participant’s death, to a designated beneficiary in accordance with the 2021 SOP, or in the absence of such designation, by will or the laws of descent or distribution or, except in the case of an incentive stock option, pursuant to a domestic relations order. Subject to the terms of the 2021 SOP and applicable laws, rules and regulations, an award may be transferred for no consideration to a permitted transferee.

Amendment and Termination of the 2021 SOP

The board of directors may at any time terminate or, from time to time, amend, modify or suspend the 2021 SOP. No termination, amendment, modification or suspension will be effective without the adoption of our general meeting if such adoption is required under applicable laws, rules and regulations. The Competent Body has broad authority to amend any award under the 2021 SOP without the consent of a participant to the extent it deems necessary or desirable, including to comply with, or take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, including without limitation, to avoid, in the reasonable, good faith judgment of the Company, the imposition on any participant of any tax, interest or penalty under Section 409A of the Code, or to take into account unusual or nonrecurring events or market conditions (including, without limitation, events that affect changes in capitalization).

Summary of U.S. Federal Income Tax Consequences

The following summary of tax consequences to the Company and to the 2021 SOP participants is not intended to be used as tax guidance to participants in the 2021 SOP. It relates only to U.S. federal income tax and does not address state, local or foreign income tax rules or other U.S. tax provisions, such as estate or gift taxes. Different tax rules may apply to specific participants and transactions under the 2021 SOP, particularly in jurisdictions outside the U.S. In addition, this summary is as of the date of this prospectus; federal income tax laws and regulations are frequently revised and may be changed again at any time. Therefore, each participant is urged to consult a tax advisor upon receipt of any award under the 2021 SOP and before exercising any award or before disposing of any Class A Shares acquired under the 2021 SOP.

Nonqualified Stock Options. The grant of an option will create no tax consequences at the grant date for the participant or the Company. Upon exercising a nonqualified stock option, the participant will

111 generally recognize ordinary income equal to the excess of the fair market value of the shares acquired on the date of exercise over the exercise price. A participant’s disposition of shares acquired upon the exercise of a nonqualified stock option generally will result in long- or short-term capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such shares (the tax basis in the acquired shares generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the option).

Incentive Stock Options. A participant will have no taxable income upon the grant or exercise of an incentive stock option, except that the alternative minimum tax may apply upon exercise. Upon a disposition of shares acquired by exercise of an incentive stock option before the end of the statutory incentive stock option holding periods (generally, two years from grant and one year from exercise), the participant generally will recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an incentive stock option for which the incentive stock option holding periods are met generally will result in long-term capital gain or loss measured by the difference between the sale price and the recipient’s tax basis in such shares (the tax basis in the acquired shares for which the incentive stock option holding periods are met generally being the exercise price of the incentive stock option).

Other Awards. Other awards under the 2021 SOP generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares, or other awards, or the time that the risk of forfeiture lapses.

Company Deduction. Under US tax principles, to the extent the Company or its subsidiaries are eligible, a deduction would be available with respect to amounts that are recognized as ordinary income by the participants (but not amounts that are treated as capital gains).

112 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above in the section entitled “Management—Teads Compensation,” this section describes transactions, or series of related transactions, since January 1, 2018 to which we were a party or will be a party, in which: • the amount involved exceeded or will exceed $120,000; and • any of our directors, executive officers or beneficial owners of more than 5% of any class of our capital stock (each, a “5% Holder”), or any members of the immediate family of, and any entity affiliated with, any such person, had or will have a direct or indirect material interest.

Graziella Drahi and David Drahi, both of whom will serve on our board of directors upon closing of this offering, are related to each other and related to Patrick Drahi, founder of the Altice group and controlling shareholder of Altice International. Bertrand Quesada, co-founder, director and CEO, and Ines Quesada, Chief People Officer, are siblings.

Registration Rights Agreement In connection with this offering, we expect to enter into a registration rights agreement with Altice International and our founders. This agreement will provide to Altice International an unlimited number of “demand” registrations for the registration of the sale of our Class A Shares in the minimum aggregate amount of $75,000,000 provided that Altice International holds at least 10% of the registrable securities then outstanding. Additionally, the agreement will provide customary “piggyback” registration rights to Altice International and our founders. We will be obligated to file a shelf registration statement upon request by Altice International once we are eligible to register on Form F-3. Our founders will be able to request participation in any registrations in which Altice International participates. The registration rights agreement will also provide that we will pay certain expenses relating to such registrations and indemnify Altice International and any other selling shareholders against certain liabilities which may arise under the Securities Act.

Ongoing Relationship with the Altice Group and the Altice USA, Inc. Group On September 23, 2019, Teads France S.A.S, Teads Ltd., Teads Inc., Teads Italia S.r.l. and Teads Espana SLU signed a cash management agreement with Altice Teads S.A., with effect as of April 1, 2018, to establish a cash management system to avoid retaining costly financial fixed assets and to promote the coordinated and optimal use of surplus cash or to cover cash requirements globally among themselves for an unlimited period of time. Teads S.A., Teads Japan K.K., Teads Deutschland Gmbh and Teads Latam LLC subsequently adhered to this cash management agreement. For the years ended December 31, 2020 and December 31, 2019, the amounts lent to Altice Teads S.A. by the Teads S.A. subsidiaries were $64 million and $32 million, respectively. This agreement is expected to be terminated prior to the closing of this offering.

Teads Inc. has a partnership with a4 Media, LLC for the U.S., acting as an agent in the U.S. and Teads Espana SLU has an agreement with MEO - Servic¸os de Comunicac¸oes e Multimedia, S.A. covering the Portuguese market. a4 Media, LLC and MEO - Servic¸os de Comunicac¸oes e Multimedia S.A. support Teads Inc. and Teads Spain SLU in their business development, either in specific verticals or countries (e.g. Portugal). Their remuneration as agent is based on a revenue sharing, in line with the market practice. SFR S.A. has been and continues to be a customer of Teads France S.A.S.

Teads France S.A.S. signed minimum guarantee contracts with several Altice group entities in 2019 (including Next Media Solutions S.A.S., Groupe L’Express S.A. and Libération SARL) and in 2020 (including Next Media Solutions S.A.S.). Thanks to these minimum guarantee contracts, Teads France S.A.S can get access to the inventory of Altice group entities at a pricing in line with the market practice.

Teads B.V. entered into two interest bearing facility agreements with Altice International, each dated July 14, 2021 with an effective date of June 30, 2021, for (i) $1,000,000, from which $25,500 has been drawn as

113 of June 30, 2021, and (ii) for €1,000,000 from which €370,000 has been drawn as of June 30, 2021, in order to finance expenses related to this offering.

Relationship with Certain Team Members Altice Teads S.A. previously made a loan for €2,000,000 to Pierre Chappaz which was repaid in full on June 15, 2021. The amount repaid consisted of the €2,000,000 principal and €5,888.89 in interest.

Policy Concerning Related Person Transactions Prior to the closing of this offering, our board of directors will adopt a written policy, which we refer to as the related party transactions policy, for the review and approval by our audit committee of any transaction between us or one of our subsidiaries and (i) one of our directors or executive officers (or their close family members or entities in which they or a close family member has at least a 5% interest or serves as a management or supervisory board member) or (ii) a shareholder that owns at least 5% of our total equity or the total equity of one of our subsidiaries or otherwise has a significant influence over us, in each case if the amount involved exceeds $120,000 or the transaction is otherwise significant.

Pierre Chappaz Fee The Company and Pierre Chappaz have agreed that Pierre Chappaz will be entitled to a one-time fee of $35.3 million because of the key role he has played in connection with this offering. This one-time fee will be paid by the Company in October 2022.

With respect to this fee, the Company does not expect that any Dutch income taxes, any Dutch wage withholding taxes or any value added taxes will be due. If, however, any Dutch income taxes would be due by Pierre Chappaz or any Dutch wage withholding taxes would have to be withheld by the Company on his behalf in connection with this fee, the Company will gross up the one-time fee to cover such taxes and, as the case may be, any related costs (including but not limited to late payment interest and penalties). In addition, if any value added taxes would be due in connection with the Pierre Chappaz Fee, the Company will bear such value added taxes itself as well as any related costs; it is uncertain what part, if any, of such value added tax charges would be recoverable by the Company. The Dutch maximum statutory progressive income and wage tax rate is 49.50% and the general Dutch value added tax rate is 21%. As a consequence, the total amount to be paid by the Company may be up to $70 million (excluding any possible related costs) plus any non-recoverable Dutch value added taxes.

114 PRINCIPAL AND SELLING SHAREHOLDERS

The following table presents certain information as of July 10, 2021 with respect to the beneficial ownership of our Common Shares, and as adjusted to give effect to the corporate reorganization and sale of Class A Shares offered by the selling shareholders in this offering, assuming no exercise and full exercise of the underwriters’ option to purchase additional Class A Shares, by: • each person known by us to beneficially own more than 5% of our Class A Shares; • each of our directors; • each of our executive officers; • all of our executive officers and directors as a group; and • each selling shareholder.

We have based the percentage ownership of our Common Shares before this offering on 66,866,544 Class A Shares and 171,228,696 Class B Shares outstanding based on an assumed initial public offering price of $19.50 and completion of the corporate reorganization. Percentage ownership of our Common Shares after this offering (assuming no exercise of the underwriters’ option to purchase additional Class A Shares) also assumes the sale by the selling shareholders of 38,500,000 Class A Shares in this offering. Percentage ownership of our Common Shares after this offering (assuming full exercise of the underwriters’ option to purchase additional Class A Shares) also assumes the sale by the selling shareholders of an additional 5,775,000 Class A Shares. The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, Class A Shares subject to equity awards or other rights held by such person that are currently exercisable or will become exercisable within 60 days after July 10, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Each of the shareholders listed has sole voting and investment power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

This table does not include any options grants under the 2021 SOP, none of which are currently exercisable or exercisable within 60 days of the date of this table, See “Teads Compensation—Stock Option Plan” for more information on the 2021 SOP. The number of shares received by the beneficial owners and selling shareholders in the corporate reorganization is dependent on the offering price; therefore, the numbers in the table below may change by an immaterial amount.

115 % Total Voting Power % Total Shares After This Number Voting Offering Shares Beneficially Power Being Shares Beneficially of Shares Owned Shares Beneficially % Total Offered Owned (2) Being After this After this Offering Offering Owned Before Voting (Assuming After this Offering (Assuming Offered (Assuming Full Exercise No (Assuming this Offering (1) Power No (Assuming No Exercise of Option) (Assuming of Option) Full Before Exercise Exercise Full Exercise Class A Class B This of Class A Class B of Exercise Class A Class B of Option) Number % Number % Offering Option) Number % Number % of Option) Number % Number % Option) 5% Stockholders Altice International (1)(2) ..... 33,028,410 49.4% 171,228,696 100.0% 99.2% 33,028,410 — 0.0% 171,228,696 100.0% 98.5% 37,982,671 — — 166,274,375 100.0% 98.3% Executive Officers and Directors Pierre Chappaz ...... 10,578,442 15.8% — — * 1,710,536 8,867,906 13.3% — — * 1,967,116 8,611,326 12.0% — — * Bertrand Quesada ...... 3,860,984 5.8% — — * 624,321 3,236,663 4.8% — — * 717,969 3,143,015 4.4% — — * Gilles Moncaubeig(3) .... 1,943,213 2.9% — — * 314,217 1,628,996 2.4% — — — 361,349 1,581,864 2.2% — — — Eric Pantera(3) ...... 668,351 1.0% — — * 108,072 * * — — — 124,282 * * — — — Caroline Barbery (4) ...... * * — — * 99,958 * * — — — 114,951 * * — — — Jeremy Arditi ...... 1,481,204 2.2% — — * 239,511 1,241,693 1.9% — — — 275,437 1,205,767 1.7% — — — Todd Tran ...... 1,069,421 1.6% — — * 172,925 896,496 1.3% — — — 198,863 870,558 1.2% — — — David Drahi ...... — — — — — — — — — — — — — — — — — Graziella Drahi ...... — — — — — — — — — — — — — — — — —

116 Dexter Goei ...... — — — — — — — — — — — — — — — — — Malo Corbin ...... — — — — — — — — — — — — — — — — — Natacha Marty ...... — — — — — — — — — — — — — — — — — Tal Granot-Goldstein ..... — — — — — — — — — — — — — — — — — Jurgen van Breukelen ..... — — — — — — — — — — — — — — — — — Mark Mullen ...... — — — — — — — — — — — — — — — — — Raymond Svider ...... — — — — — — — — — — — — — — — — — Jim Daily ...... 1,457,972 2.2% — — * 235,754 1,222,218 1.8% — — — 271,117 1,186,855 1.7% — — — Eric Shih ...... 664,881 1.0% — — * 107,511 * * — — — 123,637 * * — — — Ines Quesada ...... * * — — * 53,011 * * — — — 60,962 * * — — Meg Runeari ...... * * — — * 24,430 * * — — — 28,094 * * — — Rémi Cackel ...... — — — — — — — — — — — — — — — — All executive officers and directors as a group (21 persons) ...... 22,821,567 34.1% — — * 3,690,246 19,131,321 28.6% — — — 4,243,777 18,577,790 25.9% — — * Other selling shareholders (5)...... 11,016,567 16.5% — — * 1,781,344 9,235,223 13.8% — — * 2,048,492 8,968,075 12.5% — — * * Represents beneficial ownership of less than 1%. (1) Altice International is an indirect subsidiary of New Altice Europe. Next Alt, a personal holding company of which Patrick Drahi is the sole indirect controlling shareholder, indirectly holds 100% of the share capital and voting rights of New Altice Europe, which indirectly owns 92.76% of the share capital and voting rights of Altice International. As such, Patrick Drahi may be deemed to beneficially own all of the Common Shares held by Altice International. New Altice Europe has been dissolved and its assets and liabilities will be liquidated as part of an ordinary corporate reorganization. Following the completion of New Altice Europe’s liquidation procedures, which is expected to take place in the coming months, New Altice Europe will cease to exist and Next Private B.V., a wholly owned subsidiary of Next Alt, being New Altice Europe’s direct 100% shareholder, will indirectly hold the shares in Altice International. (2) The principal address for Altice International and Next Alt is 5 rue Euge`ne Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg. The principal address for New Altice Europe is Oostsingel 1, 3441 GB Woerden, the Netherlands. (3) Some or all shares held may be beneficially owned and sold by family members of Mr. Pantera or Mr. Moncaubeig (Carine Dirat, Alexandre Moncaubeig, Romain Moncaubeig, Diane Moncaubeig, Pauline Agostini, Romane Pantera, Agathe Pantera). (4) 26,702 of these shares are held by Ms. Barbery directly and 591,473 of these shares are held by a personal holding company controlled by Ms. Barbery. (5) Consists of shares beneficially owned by 76 of our current employees and 9 former employees, none of whom are directors or officers of the Company and none of whom, with the exception of Loïc Jaurès for whom ownership is provided in a parenthetical below, owns more than 1% of our outstanding Class A Shares prior to this offering. The actual amounts owned by the selling shareholders and being sold be the selling shareholders in this offering depends on the valuation at pricing and may change due to the corporate reorganization. To the extent all documentation necessary in order to effect the sale is not received from the selling shareholders in a timely manner, we may exclude them from the offering and Altice International reserves its right at its sole discretion to sell additional shares in this offering so that the total offering size does not change. These holders are Loïc Jaurès (1.9% ownership of Class A Shares prior to the offering; 1.6% ownership of Class A Shares after the offering; 1.7% ownership of Class A Shares in the event of full exercise of option), Hicham Berrada, Advancelead, Santiago Oliete, Eric Tourtel, Christian Guinot, Dario Caiazzo, Benoit Madeleneau, Justin Taylor, Thibault Leguillon, Alex Savic, Ben Matlin, Fabio Corona, Fabricio Proti, Marc Zander, Yukihiro Imamura, Paola Pattano, Brice Jaglin, Robert Dupuy, David Shaw, Nicolas Crovatti, Andrei Baragan, Sarah Graule, Simon Klein, Sophie Bernard, James Hill, Hugues Templier, Antonella La Carpia, Caroline Hugonenc, Joris Venon Durand, Luciana Salazar, Claudio Lumbiarres, Jonathan Lewis, Paolo Mule, Sabrina Bouguessa, Christophe Oudar, Ibrahim Ennafaa, Franc¸ois Meunier, Thomas Salles, Vivian Pennel, Alexandru Georgescu, Ronan Drouglazet, Karen Moreno, Cyrille Dubarry, Silviu Georgian Aprozeanu, Stefan Adrian Rogin, Massimo di Gennaro, Emmanuel Fischmeister, Susan Edmonds, Amy China Wire, Marcia Byrne, Ryan Cook, Leo Chappaz, Yulia Yazvinskaya, Guy Jackson, James Aylott, Lee Fels, Iain Gilmore, Rachid Ait Addi, Jon Nash, Angel Unanue, Jack Stone, Max Leibson, Nicolas Poppitz, Edmund McCormack, Mike Bakos, RJ Pauloski, Gabriela Lugo, Armando Gil, Alban Perillat-Merceroz, Xavier Bucchiotty, Barthelemy Louis, Morgane Monnot, Florian Bidault, Stéphanie Joly, Patrick Warnke, Antoine d’Espeuilles, Denis Peytavin, Kevin Vasquez, Samuel Soufflet, Baptiste Haudegand, Tristan Sallé, Nathan Marin, Han Ju, Jean-Baptiste Pringuey, Lucio Mormile, Patrice France, Alain Bataille, Benoit Ruiz, Shehzaad Nabheebucus, Radu Naghel, Alina Brad, Marian Mihailescu, Robert Gogolan, and Victor Stefan. Advancelead is a personal holding company for Hicham Berrada.

117 DESCRIPTION OF SHARE CAPITAL

General

When we refer to our articles of association in this prospectus, we refer to the articles of association in the form that will take effect upon the execution of the deed of amendment and conversion immediately prior to the closing of this offering. Set forth below is a summary of relevant information concerning our share capital and material provisions of our articles of association, applicable Dutch law and the DCGC.

Corporate Objectives

Pursuant to our articles of association, our objects are: (a) to incorporate, to participate in any way whatsoever in, to manage, to supervise, to develop and to sell businesses and companies; (b) to finance businesses and companies; (c) to borrow, lend and raise funds, including the issue of (convertible) bonds, promissory notes, warrants or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities; (d) to render advice and services to businesses and companies with which the Company forms a group and to third parties; (e) to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, its group companies and/or third parties; (f) to acquire, alienate, manage and exploit registered property and items of property in general; (g) to trade in currencies, securities and items of property in general; (h) to develop and trade in patents, trademarks, licenses, know-how and other intellectual and industrial property rights; and (i) to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Authorized Capital

Under Dutch law, a company’s authorized share capital sets out the maximum amount and number of shares that it may issue without amending its articles of association. Our articles of association provide for an authorized share capital in the amount of €174,000,000 divided into 4,500,000,000 Class A Shares, with a nominal value of one eurocent (€ 0.01) each, 500,000,000 Class B Shares, with a nominal value of twenty-five eurocent (€ 0.25) each and 100,000,000 Preference Shares, with a nominal value of four eurocent (€ 0.04) each.

Common Shares

The rights of holders of Class A Shares and Class B Shares will be identical except with respect to voting, pre-emptive and conversion rights. The holders of Class A Shares are entitled to one vote per Class A Share on all matters submitted to voting at a general meeting. The holders of Class B Shares are entitled to 25 votes per Class B Share on all matters submitted to voting at a general meeting. Subject to preferences that may be applicable to any Preference Share outstanding at the time, the holders of Common Shares outstanding are entitled to receive dividends pro rata according to their shareholdings. See “Dividend Policy” for additional information. Upon our liquidation, dissolution or winding up, holders of our Common Shares are entitled to share pro rata in all assets remaining after payment of liabilities and the liquidation preference of any then-outstanding

118 Preference Shares. Holders of Class A Shares have no conversion rights or other subscription rights, but are entitled to pre-emptive rights as set out in the section titled “—Pre-Emptive Rights.” In addition to the pre-emptive rights as set out in the section titled “—Pre-Emptive Rights,” holders of Class B Shares may convert their Class B Shares into Class A Shares as further described in “—Conversion of Shares.”

Preference Shares

Upon the closing of this offering, no Preference Shares will be issued and outstanding. The issuance of Preference Shares could have the effect of restricting dividends on the Common Shares, diluting the voting power of the Common Shares, impairing the liquidation rights of the Common Shares or delaying, deterring or preventing a change in control. Such issuance could have the effect of decreasing the market price of the Class A Shares. We currently have no plans to issue any Preference Shares.

Conversion of Shares

Holders of Class A Shares have no conversion rights. A holder of Class B Shares may at any time provide our board of directors with a written notice in the form as determined by our board of directors (the “Conversion Notice”) requesting the conversion of all or part of its Class B Shares into Class A Shares in the ratio of 25 Class A Shares for one Class B Share. The Conversion Notice shall include an irrevocable and unconditional power of attorney to the Company, with full power of substitution, to transfer 24 of the converted Class A Shares unencumbered and without any attachments for no consideration (om niet) to the Company, which transfer shall be effected by the Company directly following the conversion of such Class B Share(s) into Class A Shares.

As at the moment of conversion of Class B Shares into Class A Shares, the aggregate authorized share capital of the Company shall not decrease, but the number of Class B Shares included in the authorized share capital shall decrease with the number of Class B Shares included in the conversion, and the number of Class A Shares included in the authorized share capital shall increase with the number of Class A Shares resulting from such conversion. The 24 Class A Shares transferred to the Company upon such conversion will be held by the Company in its own share capital and may not be voted on.

Issuance of Shares

Our articles of association provide that shares may be issued or rights to subscribe for our shares may be granted pursuant to a resolution of the general meeting. Our board of directors may also authorize the issuance of shares or grant rights to subscribe for our shares if our board of directors has been designated by the general meeting. Designation by resolution of the general meeting cannot be withdrawn unless determined otherwise at the time of designation. The scope and duration of our board of directors’ authority to issue shares or grant rights to subscribe for shares (such as granting stock options or issuing convertible bonds) is determined by a resolution of the general meeting and relates, at the most, to all unissued shares in the Company’s authorized capital on the date on which our board of directors resolves to issue shares or grant rights to subscribe for shares. The duration of this authority may not exceed a period of five years. Designation of our board of directors as the body authorized to issue shares or grant rights to subscribe for shares may be extended by a resolution of the general meeting for a period not exceeding five years in each case. The number and class of shares that may be issued is determined at the time of designation.

No shareholders’ resolution or resolution of our board of directors is required to issue shares pursuant to the exercise of a previously granted right to subscribe for shares.

Prior to closing of this offering, the general meeting will have designated our board of directors to issue shares and to grant rights to subscribe for shares for a period of five years. The designation is for a maximum of all unissued shares in the Company’s authorized capital on the date on which our board of directors resolves to

119 issue shares or grant rights to subscribe for shares. This designation may be renewed, amended or extended by special resolution at a general meeting, and the Company plans to seek such renewal in the future. This designation cannot be withdrawn.

Pre-Emptive Rights

Dutch law and our articles of association give each holder of Common Shares a pre-emptive right on any issue of Common Shares pro rata to the aggregate nominal amount of its Common Shares. No shareholder shall, however, have a pre-emptive right on (i) Common Shares issued for a non-cash contribution; (ii) Common Shares issued to employees of the Company or a group company of the Company; (iii) any issuance of Preference Shares; and (iv) Common Shares issued to a person exercising a previously granted right to subscribe for Common Shares. Pre-emptive rights may be limited or excluded by a resolution of the general meeting. The general meeting may designate this authority to our board of directors for a period not exceeding five years, provided that the general meeting has also authorized our board of directors to issue Common Shares. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn. A holder of Common Shares may exercise pre-emptive rights during a period of at least two weeks from the date of the announcement of the issue of Common Shares.

Prior to the closing of this offering, the general meeting will have designated our board of directors to limit or exclude pre-emptive rights on any issue of Common Shares for a period of five years. This designation may be renewed, amended or extended by special resolution at a general meeting, and the Company plans to seek such renewal in the future. This designation cannot be withdrawn.

Shares in the Company’s Own Capital

The Company may not subscribe for its own shares on issue. The Company and each of its subsidiaries may acquire its own shares, subject to certain provisions of Dutch law and our articles of association. Shares may be acquired by the Company or a subsidiary against no consideration or against consideration. Shares may only be acquired against consideration if (i) the Company’s shareholders’ equity (eigen vermogen) less the acquisition price is not less than the sum of the paid-up and called-up share capital and any reserves to be maintained by law or the Company’s articles of association; (ii) the Company and its subsidiaries would not thereafter hold shares or hold shares as pledgee with an aggregate nominal value exceeding 50% of our then issued share capital; and (iii) our board of directors has been designated to do so by the general meeting. The designation of our board of directors is not required if the Company acquires fully paid-up shares for the purpose of transferring these to its employees or the employees of a member of the Company’s group under any applicable equity compensation plan, provided that such shares are listed on a stock exchange. Shares in the Company’s own capital may be disposed of pursuant to a resolution of the board of directors.

Prior to the closing of this offering, our board of directors will have been authorized for a period of 18 months to cause the repurchase of shares by us up to 20% of our issued share capital, on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares up to 110% of the market price for our Class A Shares; provided that (i) for open market or privately negotiated repurchases, the market price shall be the price for our Class A Shares on Nasdaq at the time of the transaction; (ii) for self-tender offers, the market price shall be the volume weighted average price (“VWAP”) for our Class A Shares on Nasdaq for a period, determined by our board of directors, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our Class A Shares on Nasdaq over the term of the arrangement.

Capital Reduction

The general meeting may resolve to reduce the issued share capital by a cancellation of shares or by reducing the nominal value of the shares by amending our articles of association. A resolution to cancel shares may only relate to shares or depositary receipts held by the Company in itself or all Preference Shares with repayment. A reduction of the nominal value of shares, with or without repayment, must be made pro rata on all shares concerned.

120 In addition, Dutch law contains detailed provisions regarding the reduction of capital. A resolution to reduce our issued share capital shall not take effect as long as creditors can have legal recourse against the resolution. Prior to the closing of this offering, our general meeting will have resolved to cancel any shares that the Company acquires in its own share capital. The cancellation may be executed in one or more tranches and the number of shares that will be canceled will be determined by our board of directors.

Amendment of Articles of Association

At the proposal of our board of directors, the general meeting may resolve to amend our articles of association. When a proposal to amend our articles of association is submitted to the general meeting, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, must be deposited and kept available at the Company’s office for inspection by, and must be made available free of charge to, shareholders and persons having the right, either in person or by proxy authorized in writing, to attend and speak at the general meeting (“Meeting Rights”), until the conclusion of the meeting. An amendment of our articles of association shall be laid down in a notarial deed. A resolution by the general meeting to amend our articles of association may be adopted by an absolute majority of the votes cast in a meeting in which at least 50% of the issued share capital of the Company is present or represented.

The rights of the Nominating Shareholder in our articles of association may not be amended without the prior written consent of the Nominating Shareholder.

Company’s Shareholders’ Register

Subject to Dutch law, we must keep our shareholders’ register accurate and up-to-date. Our board of directors keeps our shareholders’ register and records the name, address and such further information as required by law or considered appropriate by our board of directors of all holders of shares. The register also includes the names and addresses of those with a right of usufruct (vruchtgebruik) or a right of pledge (pandrecht) in respect of shares. On application by a holder of shares or a pledgee or usufructuary of shares, the board of directors shall furnish an extract from the register of shareholders, free of charge, insofar as it relates to the applicant’s right in respect of a share. If a right of pledge or a usufruct is created in a share, the extract shall state to whom the voting rights accrue and to whom the Meeting Rights accrue. Part of the register may be kept outside of the Netherlands to comply with applicable local statutory provisions or stock exchange rules. The part of our shareholders’ register kept in the Netherlands is available for inspection by the shareholders and others entitled to inspect the register pursuant to Dutch law.

Limitation on Liability and Indemnification Matters

Under Dutch law, our directors may be held liable for damages in the event of improper or negligent performance of their duties. They may be held jointly and severally liable for damages to us and to third parties for infringement of our articles of association or of certain provisions of the DCGC. In certain circumstances, they may also incur additional specific civil and criminal liabilities. Directors and certain other officers may be insured under an insurance policy taken out by us against damages resulting from their conduct when acting in their capacities as directors or officers. In addition, our articles of association provide that each director as well as each former director will be reimbursed for (i) reasonable costs of conducting a defence against claims resulting from an act or omission in performing his/her duties or performing other duties that the Company asked him/her to fulfil, (ii) any compensation or financial penalties he/she owes as a result of such act or omission, (iii) any amounts he/she owes under settlements he/she has reasonably entered into in connection with such act or omission, (iv) reasonable costs of other proceedings in which he/she as current or former director is involved and (v) tax damage due to a reimbursement. A director or former director is not entitled to reimbursement if (i) it has been established in a final and non-appealable decision of the competent court, or in the event of arbitration, of an arbitrator, that his/her act or omission can be described as deliberate (opzettelijk), wilfully reckless (bewust roekeloos) or seriously culpable, (ii) the costs or financial losses are covered by an insurance policy and the

121 insurer has paid out these costs or financial losses or (iii) he/she failed to notify the Company as soon as possible of the costs or financial losses or of the circumstances that could lead to the costs or financial losses.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

General Meetings and Voting Rights

General Meetings

General meetings are held in the Netherlands at the place where we have our corporate seat (Amsterdam) or at Haarlemmermeer (Schiphol Airport). The annual general meeting shall be held no later than six months after the end of the financial year on the date and hour and at the place mentioned in the convening notice. Other general meetings shall be held as often as our board of directors, the President, the Vice-President, or the Nominating Shareholder deems necessary and shall be held within three months after our board of directors has considered it to be likely that our shareholders’ equity (eigen vermogen) has decreased to an amount equal to or lower than half of our paid-in and called-up share capital, in order to discuss the measures to be taken if so required. In accordance with our articles of association, general meetings shall be convened by our board of directors, the President, the Vice-President or the Nominating Shareholder. Pursuant to Dutch law, one or more shareholders and others entitled to attend a general meeting, who jointly represent at least one-tenth of the issued share capital, may request our board of directors to convene a general meeting. If our board of directors has not taken the steps necessary to ensure that a general meeting is held within the relevant statutory period after the request, the requesting persons may, at his/her/their request, be authorized by a court in preliminary relief proceedings to convene a general meeting. The court shall disallow the application if it does not appear that the proponent(s) has/have previously requested our board of directors to convene a general meeting.

General meetings shall be convened by an announcement published in a Dutch daily newspaper with national distribution. The notice shall include an agenda stating the items to be discussed, including for the annual general meeting, among other things, the discussion and adoption of the annual accounts, discharge of the directors, proposals relating to our board of directors, including the filling of any vacancies in our board and the reservation and dividend policy, including the policy regarding the allocation of profits. In addition, the agenda shall include such items as have been included therein by our board of directors. One or more shareholders, alone or together, representing at least 3% of the issued share capital may also request to include items in the agenda of a general meeting. Requests must be made in writing and received by our board of directors at least sixty days before the day of the meeting. No resolutions shall be adopted on items other than those which have been included in the agenda.

In accordance with the DCGC, a shareholder may request the inclusion of an item on the agenda only after consulting our board of directors in that respect. If one or more shareholders intend to request that an item be put on the agenda for a general meeting that may result in a change in the Company’s strategy (for example, the dismissal of directors), pursuant to the DCGC, our board of directors may invoke a response time of a maximum of 180 days from the moment our board of directors is informed by one or more shareholders of their intention to put an item on the agenda to the day of the general meeting at which the item is to be dealt with. If invoked, our board of directors must use such response period for further deliberation and constructive consultation, in any event with the shareholders(s) concerned, and shall explore the alternatives. At the end of the response time, our board of directors shall report on this consultation and the exploration of alternatives to the general meeting. The response period may be invoked only once for any given general meeting and shall not apply: (a) in respect of a matter for which a response period has been previously invoked; or (b) if a shareholder holds at least 75% of our issued share capital as a consequence of a successful public bid. The response period may also be invoked in response to shareholders or others with Meeting Rights under Dutch law requesting that a general meeting be convened, as described above.

122 Furthermore, our board of directors may invoke a statutory response time of no more than 250 days if (a) one or more shareholders representing 3% of the issued share capital request our board of directors to put on the agenda of a general meeting a proposal to: (i) appoint, suspend or dismiss directors; or (ii) amend any provisions in our articles of association regarding the appointment, suspension or dismissal of directors or (b) an unsolicited public offer is announced or made. Our board of directors may only invoke the statutory response time if it considers the shareholders’ request or the offer to materially go against the interests of the Company and its affiliated enterprises. If our board of directors would invoke the statutory response time: (a) the general meeting cannot vote on proposals to change the composition of the board of directors or any corresponding provisions in our articles of association, to the extent that shareholders have requested these proposals to be made, but the proposals may be discussed at the general meeting at the request of the relevant shareholder(s); and (b) our board of directors must use the response time to collect the information it needs in order to come to a prudent decision regarding the shareholder request, or, as the case may be, the offer. Our board of directors must for that reason consult the Company’s shareholders that represent 3% of more of the issued share capital and it must ask for their views. Our board of directors must publish those views on the Company’s website if and in so far as the consulted parties have agreed to this.

Our board of directors must report on the policy and course of action pursued during the response time. This report must be placed on the Company’s website no later than one week after the last day of the response time. This report must also be included as a discussion item on the agenda of the first general meeting held after the response time has ended.

The general meeting is chaired by the Chairman of our board of directors, or, if he or she is absent, by the Vice-Chairman of the board of directors. In the event that the latter is also absent, the directors present shall appoint a chairperson from among them. The board of directors may appoint another person to act as chairperson of a general meeting. The directors are entitled to attend the general meetings, in person or by electronic communication. In these meetings, they have an advisory vote. Directors nominated for appointment will attend the general meeting at which votes will be cast on their appointment. Furthermore, the external auditor shall attend the annual general meeting. The chairperson of the meeting may decide at his or her discretion to admit other persons to the meeting.

Admission and Registration

All shareholders, and each usufructuary and pledgee entitled to vote shall be entitled to attend the general meeting, to address such meeting and, to the extent applicable, exercise their voting rights, either in person or by proxy. These persons may exercise these rights if they are on the record date, which is currently the 28th day before the day of the general meeting, listed as such in a register designated for that purpose by our board of directors, and they or their proxy have notified the Company of their intention to attend the general meeting in writing or by any other electronic means that can be reproduced on paper ultimately at a date specified in the notice of the general meeting. The convocation notice shall state the record date and the manner in which the persons entitled to attend the general meeting may register and exercise their rights.

Quorum and Voting Requirements

Each Class A Share confers the right to cast one vote, each Class B Share twenty-five votes and each Preference Share four votes. All votes shall be cast in writing or electronically. Our board of directors may determine in the convocation that any vote cast prior to the meeting by means of electronic communication or by means of a letter shall be deemed to be a vote cast in the meeting.

123 To the extent the law or our articles of association do not require a qualified majority, all resolutions of the general meeting shall be adopted by an absolute majority of the votes cast, in a meeting in which a quorum of at least 50% of the issued and outstanding capital is present or represented. In the event that the quorum is not present or represented at a general meeting, a second general meeting may be convened, at which second general meeting the proposal can be adopted also if such part of the issued share capital is not represented. Notwithstanding any other provisions of our articles of association, resolutions of the general meeting in relation to the application for bankruptcy, suspension of payments, legal merger, legal demerger and amendment of our articles of association can only be adopted at the proposal of our board of directors.

No votes may be exercised for shares held by us or our subsidiaries. However, the holders of a right of usufruct (vruchtgebruik) and the holders of a right of pledge (pandrecht) in respect of shares in our share capital held by us or our subsidiaries are not excluded from the right to vote on such shares, if the right was granted prior to the time such share was acquired by us or any of our subsidiaries. We may not cast votes on shares in respect of which we or a subsidiary holds a right of usufruct (vruchtgebruik) or a right of pledge (pandrecht). When determining how many votes are cast by shareholders, how many shareholders are present or represented, or which part of the Company’s issued capital is represented, no account shall be taken of shares for which, pursuant to the law or the articles of association, no vote can be cast.

Shareholder Consent

Under Dutch law, the approval of the general meeting is required for any significant change in the identity or character of the Company or its associated business enterprise. See “Decision-Making” for additional information.

The Board of Directors

Election and Dismissal of Members of the Board of Directors

Under our articles of association, our executive directors and non-independent non-executive directors are appointed by the general meeting upon a binding nomination by the Nominating Shareholder. The general meeting may at all times overrule the binding nomination by a resolution adopted by a majority of two-thirds of the votes cast representing at least half of the issued and outstanding share capital. If a binding nomination for the appointment of an executive director or non-independent non-executive is overruled, the Nominating Shareholder shall make a new binding nomination. Our directors who are independent are appointed by the general meeting without a binding nomination.

Our board of directors will designate one of the non-executive directors as Chairman, for a period determined by our board of directors. The general meeting shall grant to a non-executive director the title of President. Only the general meeting may deprive such non-executive director from its President title. Our board of directors may grant to an executive director the title of Chief Executive Officer and shall grant to a non-executive director the title of Vice-President. Each title shall be granted only to one director at the same time. Our board of directors may also grant other titles to board members. Our board of directors may also designate one of the non-executive directors as Vice-Chairman for such period as the board of directors may decide. If the Chairman is absent or unwilling to fulfil his/her duties, the Vice-Chairman shall be entrusted with such duties. If no Chairman has been appointed or if the Chairman is absent or unwilling to take the chair, a meeting of our board of directors shall be presided over by the Vice-Chairman or in the event of his or her absence or unwillingness to take the chair, by a non-executive director or, in the event all non-executive directors in office are absent or unwilling to take the chair, by an executive director designated for such purpose by the meeting.

The general meeting may at any time suspend or dismiss a director with or without cause. If the Nominating Shareholder proposes the dismissal of an executive director or non-independent non-executive director to the general meeting, the general meeting can resolve upon such dismissal by a resolution adopted by

124 an absolute majority of the votes cast. If the Nominating Shareholder has not made a proposal for the dismissal of an executive director or non-independent non-executive director, the general meeting can only resolve upon the dismissal of such director by a resolution adopted by a majority of at least two-thirds of the votes cast representing more than half of the issued capital. An executive director may also be suspended by our board of directors.

Duties and Liabilities of Directors

Our board of directors is entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by the articles of association to others. Each director has a duty to properly perform the duties assigned to him or her and to act in our corporate interest. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees and other stakeholders. Pursuant to our articles of association, our board of directors may divide its duties among its members, provided that the day-to-day management shall be entrusted to the executive directors and provided further that the task to supervise the performance by the directors of their duties cannot be taken away from the non-executive directors.

Corporate Governance Guidelines

Pursuant to our articles of association, our board of directors shall adopt one or more sets of regulations dealing with such matters as its internal organization, the manner in which decisions are taken, the composition, the duties and organization of committees and any other matters concerning the board of directors, the executive directors, the non-executive directors and the committees established by the board of directors. See “Management—Corporate Governance Guidelines.”

Decision-Making

Meetings of our board of directors may be called at any time, either by (i) the President; (ii) the Vice- President; (iii) three non-executive directors (including at least one non-independent non-executive director) jointly; or (iv) the Company secretary, on instruction of the persons mentioned under (i), (ii) and (iii). Resolutions of our board of directors may at all times be adopted outside of a meeting, in writing or otherwise, provided that the proposal concerned is submitted to all directors then in office and entitled to vote, and none of them objects to this manner of adopting resolutions.

Each director, other than the President, and if there is currently no President or if the President is conflicted, other than the Vice-President, shall be entitled to one vote. The President is entitled to cast a number of votes that equals the number of directors entitled to vote, excluding the President, that is present or represented at that meeting. If there is currently no President or if the President is conflicted, the Vice-President shall be entitled to cast a number of votes that equals the number of directors entitled to vote, excluding the Vice- President, that is present or represented at that meeting.

Unless the law, our articles of association or our corporate governance guidelines provide otherwise, resolutions of our board of directors shall be adopted by an absolute majority of the votes cast.

Resolutions of our board of directors shall be adopted in a meeting where the President and the Vice- President are present or represented or, when there is currently no President, the Vice-President is present or represented. If the quorum is not present or represented, a second meeting of our board of directors may be convened, where resolutions may be adopted if the President is present or represented. In the event the President or the Vice-President cannot participate in the deliberations and the decision-making in respect of the resolutions concerned pursuant to a conflict of interest, the following applies: (a) if the President has a conflict of interest, the board of directors shall adopt resolutions in a meeting where the majority of the directors (including the Vice- President) is present or represented; (b) if the Vice-President has a conflict of interest, the board of directors shall

125 adopt resolutions in a meeting where a majority of the directors (including the President) is present or represented, and if the quorum is not present or represented, a second meeting of the board of directors may be convened where resolutions shall be adopted if a majority of the directors is present or represented; and (c) if both the President and the Vice-President have a conflict of interest, the board of directors shall adopt resolutions in a meeting where a majority of the directors is present or represented, and if the quorum is not present or represented, a second meeting of the board of directors may be convened where resolutions shall be adopted if at least two directors are present or represented.

A director shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that director and the Company and the enterprise connected with it. If there is such personal conflict of interest in respect of all directors, the decision shall nevertheless be taken by our board of directors as if none of the directors had a conflict of interest. See “—Conflicts of Interest” below.

Under Dutch law, the approval of the general meeting is required for resolutions of our board of directors regarding a significant change of the identity or character of the Company or its enterprise, such resolutions including in any event: (a) the transfer of the enterprise or practically the entire enterprise to a third party; (b) the conclusion or cancellation of any long-lasting cooperation by the Company or a subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to the Company; and (c) the acquisition or disposal by the Company or a subsidiary of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets of the Company according to the consolidated balance sheet of the Company with explanatory notes thereto according to the latest adopted annual accounts.

Representation

Our board of directors as a whole is authorized to represent the Company. The President and the Vice- President acting jointly shall also be authorized to represent the Company. Our board of directors shall have the power, without prejudice to its responsibility, to cause the Company to be represented by one or more board members or others as attorneys. These attorneys shall have such powers as shall be assigned to them by the board of directors on or after their appointment and in conformity with our articles of association.

Corporate Opportunities

Generally, under Dutch law and the DCGC, directors must act in the interest of the Company and the enterprise connected with it and should refrain from taking advantage of business opportunities to which the Company is entitled for themselves or their close family members. Our corporate governance guidelines will provide that, to the fullest extent permitted by law, unless a business opportunity (i) is capable of execution by the Company or any entity controlled by the Company and (ii) relates to any material businesses, services or activities engaged in by the Company or any entity controlled by the Company (a “Relevant Opportunity”), none of the directors or their related persons (including close family members) shall have any duty to refrain from pursuing such business opportunity. A Relevant Opportunity must be presented by a director to the Company first. Only in the case our board of directors has decided not to pursue the Relevant Opportunity, the relevant director or his or her related persons may pursue the Relevant Opportunity for themselves.

Under Dutch law and the DCGC, shareholders who are not directors are generally not obligated to refrain from competing with the Company or pursuing business opportunities that would also be relevant to the Company.

Dividends and Other Distributions

Pursuant to Dutch law and our articles of association, we may only pay dividends and other distributions from our reserves to the extent our shareholders’ equity exceeds the sum of the paid-up and

126 called-up share capital plus the reserves required to be maintained by Dutch law or our articles of association and (if it concerns a distribution of profits) after adoption of the annual accounts by the general meeting from which it appears that such dividend distribution is allowed.

Under our articles of association, our board of directors may decide that all or part of the profits are added to our reserves. Before reservation of any profit, and if and to the extent Preference Shares are outstanding, first a preferred amount per annum equal to 0.01% of the paid up part of the aggregate nominal value of all issued and outstanding Preference Shares must be added to the retained earnings reserve for the benefit of the holders of Preference Shares. No Preference Shares shall be outstanding upon the closing of the offering. Thereafter, our board of directors may decide that all or part of the remaining profits shown in our adopted statutory annual accounts will be added to our reserves. After reservation of any such profits, any remaining profit will be at the disposal of the general meeting, which may resolve to add the remaining profits to the reserves or distribute them among the holders of Common Shares. Any and all distributions on the Common Shares shall be made in such a way that on each Common Share an equal amount or value will be distributed.

Subject to Dutch law and our articles of association, our board of directors may resolve to distribute an interim dividend on shares if it determines such interim dividend to be justified by our profits. For this purpose, our board of directors must prepare an interim statement of assets and liabilities. Such interim statement shall show our financial position not earlier than on the first day of the third month before the month in which the resolution to make the interim distribution is announced. An interim dividend can only be paid (i) if an interim statement of assets and liabilities is drawn up showing that the funds available for distribution are sufficient, and (ii) insofar as our shareholders’ equity (eigen vermogen) exceeds the sum of the paid-up and called-up share capital plus the reserves required to be maintained by Dutch law.

The board of directors may resolve that we make distributions to holders of shares from one or more of the Company’s freely distributable reserves, other than by way of profit distribution, with the proviso that the holders of Preference Shares shall not be entitled to any reserves other than the retained earnings reserved for Preference Shares.

Dividends and other distributions shall be made payable not later than the date determined by our board of directors. Claims to dividends and other distribution not made within five years from the date that such dividends or distributions became payable, will lapse and any such amounts will be considered to have been forfeited to us (verjaring). We do not anticipate paying any cash dividends for the foreseeable future.

Exchange Controls

Under Dutch law, there are no exchange controls applicable to the transfer to persons outside of the Netherlands of dividends or other distributions with respect to, or of the proceeds from the sale of, shares of a Dutch company, subject to applicable restrictions under sanctions and measures, including those concerning export control, pursuant to European Union regulations, the Sanctions Act 1977 (Sanctiewet 1977) or other legislation, applicable anti-boycott regulations, applicable anti-money-laundering regulations and similar rules and provided that, under circumstances, payments of such dividends or other distributions must be reported to the Dutch Central Bank at their request for statistical purposes. There are no special restrictions in our articles of association or Dutch law that limit the right of shareholders who are not citizens or residents of the Netherlands to hold or vote shares.

Dissolution and Liquidation

The Company may only be dissolved by a resolution of the general meeting upon a proposal made by our board of directors. If the general meeting resolves to dissolve the Company, the directors shall become liquidators of the dissolved Company’s property. The general meeting may decide to appoint other persons as liquidators. During the liquidation, the provisions of the articles of association will remain in force as far as possible.

127 The balance remaining after payment of the debts of the dissolved Company shall first insofar as possible, be paid: (a) on each Preference Share as repayment: an amount equal to the paid up nominal value of a Preference Share and (b) to each holder of Preference Shares: any balance of the retained earnings reserved for Preference Shares in proportion to the paid up part of the aggregate nominal value of the Preference Shares held by each. The remaining balance shall be transferred to the holders of Common Shares in proportion to the number of Common Shares held by each.

Squeeze Out Proceedings

Pursuant to article 2:92a DCGC, a shareholder who for his or her own account holds at least 95% of our issued share capital may initiate proceedings against our minority shareholders jointly for the transfer of their shares to him or her. The proceedings are held before the Dutch Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer van het Gerechtshof te Amsterdam), or the “Enterprise Chamber”, and can be instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may grant the claim for squeeze out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him or her. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a daily newspaper with a national circulation.

Anti-Takeover Provisions

The resolutions and provisions of our articles of association may have the effect of making a takeover of the Company more difficult or less attractive, including as described below: (a) Our board of directors will be designated to issue Preference Shares and grant rights to subscribe for Preference Shares up to the number of Preference Shares included in our authorized share capital at the time of the issue, in each case for a period of five years from the date of closing of this offering. This designation may be renewed, amended or extended by special resolution at a general meeting, and the Company plans to seek such renewal in the future. The purpose of this designation is to protect the Company from influences that do not serve our best interests and threaten to undermine our continuity, independence and identity. Once such situation arises, the board of directors can decide to issue Preference Shares to anyone it deems fit for such purposes. (b) Our board of directors will be designated to issue Common Shares and grant rights to subscribe for Common Shares up to the amount of our authorized share capital for Common Shares and to limit or exclude pre-emptive rights on Common Shares, in each case for a period of five years from the date of closing of the offering. This designation may be renewed, amended or extended by special resolution at a general meeting, and the Company plans to seek such renewal in the future. (c) Our articles of association include provisions that may make it more difficult for a third party to acquire control over us or effect a change in our board of directors. These provisions include: a provision that executive directors and non-independent non-executive directors can only be appointed upon binding nomination by the Nominating Shareholder; a provision that executive directors and non-independent non-executive directors may only be removed by the general meeting by a two-thirds majority of votes cast representing more than half of our issued share capital (unless the removal was proposed by the Nominating Shareholder); a term of office of our directors of (maximum) four years; a requirement that certain resolutions, including an amendment of our articles of association, may only be adopted by our general meeting if they are

128 proposed by our board of directors; minimum shareholding thresholds, based on nominal value, for shareholders to call general meetings or add items to the agenda of a general meeting; and a right for our board of directors to invoke a statutory response time of maximum 250 days. See “—General Meetings and Voting Rights—General Meetings” for a discussion of shareholder proposals under Dutch law.

Conflicts of Interest

Directors will immediately report any potential direct or indirect personal interest in a matter which is conflicting with the interests of the Company and the business enterprise connected with it to the Chairman and the other directors. The Chairman will report a potential conflict of interest to the Vice-Chairman, or if no Vice- Chairman has been appointed, to the other non-executive directors.

The potentially conflicted director will provide all relevant information, including information concerning his or her spouse, registered partner or other partner, foster child and relatives by blood or marriage up to the second degree as defined under Dutch law. The Chairman shall decide whether a director (other than the Chairman) has a conflict of interest, without the relevant director being present. The Vice-Chairman, or if no Vice-Chairman has been appointed, any other non-executive director (other than the Chairman) decides whether the Chairman has a conflict of interest.

A conflict of interest in relation to a director may exist if we intend to enter into a transaction with a legal entity (i) in which such director personally has a material financial interest, (ii) whose (management or supervisory) board includes a member who is related under family law to such director or (iii) in which such director has a management or supervisory position.

A director shall not participate in any discussions and decision making if he or she has a conflict of interest in the matter being discussed. If for this reason no resolution can be taken by the board of directors, the board of directors will nevertheless resolve on the matter as if none of the directors had a conflict of interest.

Dutch Corporate Governance Code

As a Dutch company, we are subject to the DCGC. The DCGC contains both principles and suggested governance provisions for management boards, supervisory boards, shareholders and general meetings, financial reporting, auditors, disclosure, compliance and enforcement standards. We are required to disclose in our management report, filed in the Netherlands, whether we comply with the suggested governance provisions of the DCGC. If we do not comply with the suggested governance provisions of the DCGC (for example, because of a conflict with the rules of the stock exchange on which our shares are listed or otherwise), we must list the reasons for any deviation from the suggested governance provisions of the DCGC in our management report.

We do not intend to comply with all principles and best practice provisions of the DCGC. As of the closing of the offering, we intend to deviate from the DCGC as summarized below, but cannot exclude the possibility of deviating from additional provisions of the DCGC, including after the date of closing of this offering. Our deviations from the DCGC are summarized below and are related to (i) non-compliance by virtue of the Company’s one-tier board structure and (ii) other non-compliance.

Non-Compliance by Virtue of the Company’s One-Tier Board Structure

Best practice provision 1.3.1: Since the Company has a one-tier board, our board of directors as a whole, thus including the non-executive directors, appoints and dismisses the senior internal auditor. Hence, no separate approval from the non-executive directors is requested.

Best practice provision 1.3.3: Since the Company has a one-tier board, the internal audit plan is submitted to our board of directors as a whole, thus including the non-executive directors. Hence, no separate approval from the non-executive directors is requested.

129 Best practice provision 1.6.3: Since the Company has a one-tier board, the engagement proposal is submitted by the audit committee to, and resolved upon by, our board of directors as a whole.

Best practice provision 2.3.10: Since the Company has a one-tier board, the board of directors as a whole, thus including the non-executive directors, appoints the company secretary. Hence, no separate approval from the non-executive directors is requested.

Principle 3.1: Our board of directors as a whole proposes the remuneration policy to the general meeting for adoption, based on a recommendation of the compensation committee, which consists of all independent non-executive directors. The remuneration policy is implemented by the general meeting upon the proposal of our board of directors based on a recommendation of the compensation committee. The remuneration policy is in line with the elements enumerated in this principle.

Best practice provision 3.1.1: The remuneration policy is proposed to the general meeting for adoption by our board of directors as a whole, based on a recommendation of the compensation committee, of which all independent non-executive directors are members.

Best practice provision 3.2.1: The compensation committee submits the proposal concerning the remuneration of individual directors to our board of directors as a whole. The proposal covers the elements enumerated in this best practice provision.

Principle 3.3: Our board of directors as a whole proposes the remuneration for its non-executive directors to the general meeting.

Other Non-Compliance

Best practice provision 2.1.7: Our board of directors will comprise of three independent non-executive directors in line with the requirements for a “controlled company” under Nasdaq listing standards.

Best practice provision 2.3.6: The Company complies with this best practice provision, with the exception that the responsibility to ensure that a Vice-Chairman is elected is not attributed to the Chairman. From a flexibility perspective, any non-executive directors (other than the Chairman) will carry out the duties of the Chairman on a case-by-case basis should the Chairman be absent or unable to chair.

Best practice provision 2.3.7: No Vice-Chairman has been appointed (yet). Our corporate governance guidelines do, however, state that if appointed, the Vice-Chairman shall deputize for the Chairman when the occasion arises. Our corporate governance guidelines do provide that if the Chairman or the Vice-Chairman are absent or unwilling to take the chair, the meeting shall appoint one of the non-executive directors or, in the event all non-executive directors in office are absent, one of the non-executive directors as Chairman of the meeting.

Best practice provision 2.4.2: The Company complies with this best practice provision, albeit that the acceptance of the membership of a supervisory board by an executive director requires the approval of our board of directors as a whole instead of the non-executive directors.

Best practice provision 2.4.3: The Company does not entirely comply with this best practice provision, since no Vice-Chairman has been appointed. Our corporate governance guidelines provide that, if no Vice- Chairman is appointed, any non-executive director (other than the Chairman) shall act as contact for individual directors regarding the functioning of the Chairman.

Best practice provision 2.7.3: The Company complies with this best practice provision, provided that the Chairman will determine whether a reported (potential) conflict of interest qualifies as a conflict of interest. Where the Chairman has a (potential) conflict of interest, the Vice-Chairman or, if no Vice-Chairman is appointed, another non-executive director, will determine whether the reported (potential) conflict of interest of the Chairman qualifies as a conflict of interest.

130 Best practice provision 3.1.2: Our remuneration policy takes into consideration the aspects mentioned in this best practice provision, except that stock options granted under the 2021 SOP can be exercised during the first three years in which they are awarded.

Principle 3.2: The Company does not comply with this principle since the general meeting determines the remuneration of individual directors (as opposed to the non-executive directors as stipulated in this principle), upon the proposal of our board of directors which in turn is based on a recommendation of the compensation committee, which consists of all independent non-executive directors.

Best practice provision 4.3.3: The Company does not comply with this best practice provision. According to our articles of association, executive directors and non-independent non-executive directors are appointed by the general meeting on the binding nomination of the Nominating Shareholder. The general meeting may at all times overrule the binding nomination by a resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued share capital. In addition, according to our articles of association, the general meeting may at any time dismiss or suspend any director. If the Nominating Shareholder has not made a proposal for the dismissal of an executive director or non-independent non-executive director, the general meeting can only resolve upon the dismissal of such director by resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued capital. The majority and quorum requirements included in the articles of association do not comply with this best practice provision, but do comply with the statutory provisions included in section 2:133(2) DCC.

131 COMPARISON OF NETHERLANDS CORPORATE LAW AND DELAWARE CORPORATE LAW

The following comparison between Dutch corporate law, which applies to us, and Delaware corporation law, the law under which many publicly listed corporations in the U.S. are incorporated, discusses additional matters not otherwise described in this prospectus. Because these statements are summaries, they do not address all aspects of Dutch law that may be relevant to us and our shareholders or all aspects of Delaware law which may differ from Dutch law, and they are not intended to be a complete discussion of these aspects.

Duties of Board Members

The Netherlands

We have a one-tier board structure consisting of our executive directors and non-executive directors. Under Dutch law, our board of directors is collectively responsible for our general affairs. Pursuant to our articles of association, our board of directors divides its duties among its members, with our day-to-day management entrusted to the executive directors. The non-executive directors supervise the management of the executive directors and the general affairs in the Company and the enterprise connected with it and provide the executive directors with advice. In addition, both the executive directors and the non-executive directors must perform such duties as are assigned to them pursuant to the articles of association. The division of tasks within our board of directors is determined (and amended, if necessary) by our board of directors.

Each of our directors has a duty to properly perform the duties assigned to him or her and to act in our corporate interest.

Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees and other stakeholders.

Pursuant to Dutch law, our executive directors may not be allocated the tasks of: (i) serving as Chairman of our board of directors; (ii) determining the remuneration of the executive directors; or (iii) nominating directors for appointment. An executive director may also not participate in the adoption of resolutions (including any deliberations in respect of such resolutions) relating to the determination of the remuneration of executive directors.

Any resolution of our board of directors regarding a material change in our identity or character requires approval of the general meeting. The absence of the approval of the general meeting results in the relevant resolution being null and void but will not affect the powers of representation of our board of directors or of our directors.

Delaware

Under the Delaware General Corporation Law (the “DGCL”), the board of directors bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. Delaware courts have decided that the directors of a Delaware corporation are required to exercise informed business judgment in the performance of their duties. Informed business judgment means that the directors have informed themselves of all material information reasonably available to them. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.

132 Director Terms

The Netherlands

Under Dutch law, the general meeting appoints our directors. For each executive director seat or non-independent non-executive director seat on our board of directors to be filled, the Nominating Shareholder shall make a binding nomination. A resolution to appoint an executive director or non-independent non-executive director nominated by the Nominating Shareholder may be adopted by an absolute majority of the votes cast. The general meeting may at all times overrule the binding nomination by a resolution adopted by a majority of two-thirds of the votes cast, provided that the majority represents more than half of the issued share capital. If a binding nomination for the appointment of an executive director or non-independent non-executive director is overruled, the Nominating Shareholder shall make a new binding nomination for such vacancy.

Pursuant to our articles of association, each director shall be appointed for a term to be determined by the general meeting. A director is appointed for a maximum period of four years. An executive director may be reappointed for a term of not more than four years at a time. A non-executive director may be reappointed once for a maximum term of four years and subsequently for a maximum term of two years, which term may be extended for a maximum of another two years.

See “Removal of Board Members” for the procedure on removal and dismissal of directors under Dutch law.

Delaware The DGCL generally provides for a one-year term for directors, but permits directorships to be divided into up to three classes with up to three-year terms, with the years for each class expiring in different years, if permitted by the certificate of incorporation, the initial bylaw or bylaws adopted by the stockholders. The stockholders are generally responsible for the appointment and removal of directors, through the process set forth in the bylaws. A director elected to serve a term on a “classified” board may not be removed by stockholders without cause. See “—Removal of Board Members.” There is no limit in the number of terms a director may serve.

Board Member Vacancies

The Netherlands

If the seat of an executive director is vacant or upon the inability of an executive director to act, the remaining executive director(s) will temporarily be entrusted with the executive management of the Company, unless our board of directors provides for a temporary replacement. If the seats of all executive directors are vacant, or upon the inability of all executive directors or the sole executive director to act, as the case may be, the executive management of the Company will temporarily be entrusted to the non-executive directors, unless our board of directors provides for one or more temporary replacements.

If the seat of a non-executive director is vacant or upon the inability of a non-executive director to act, the remaining non-executive director(s) will temporarily be entrusted with the performance of the duties and the exercise of the authorities of that non-executive director. If a vacancy is created between meetings, our board of directors can provide for a temporary replacement until the next general meeting. If the seats of all non-executive directors are vacant or upon the inability of all non-executive directors or the sole non-executive director to act, as the case may be, the board of directors shall provide for a temporary replacement. See “—Duties of Board Members—The Netherlands.”

If the seat of all directors are vacant or upon the inability of all directors or the sole director to act, as the case may be, the general meeting is authorised to provide for a temporary replacement.

133 Delaware

The DGCL provides that vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) unless (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) the certificate of incorporation directs that a particular class of share is to elect such director, in which case any other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

Removal of Board Members

The Netherlands

Under Dutch law, the general meeting has the authority to suspend or remove our directors at any time, with or without cause. A resolution to suspend or dismiss an executive director or non-independent non-executive director at the proposal of the Nominating Shareholder or to suspend or dismiss an independent non-executive director can be adopted by an absolute majority of the votes cast. A resolution to suspend or dismiss an executive director or non-independent non-executive director other than at the proposal of the Nominating Shareholder requires a two-thirds majority of votes cast, representing more than half of the issued share capital.

Executive directors may also be suspended by our board of directors. A suspension of an executive director by our board of directors may be discontinued by the general meeting at any time. If a director is suspended and the general meeting does not resolve to dismiss him or her or to continue the suspension within three months from the date of such suspension, the suspension shall lapse. A resolution to continue the suspension may only be adopted once in which case the suspension may be continued for a maximum period of three months. The DCGC recommends that the general meeting can pass a resolution to dismiss a director by an absolute majority and, in case it is provided that such majority must represent a given portion of the issued share capital, such portion may not exceed one-third of the issued share capital.

Delaware

Under the DGCL, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except in the following cases: (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause, or (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part.

Conflict of Interest Transactions

The Netherlands

All transactions in which there are conflicts of interest with our directors shall be agreed on terms that are customary in the market concerned. Such transactions should be published in our statutory annual report, together with a description of the conflict of interest and a declaration that the relevant best practice provisions of the DCGC have been complied with. See “Description of Share Capital—Conflicts of Interest.”

All transactions between us and legal or natural persons who hold at least one tenth of our shares shall be agreed on terms that are customary in the market concerned.

134 Delaware

The DGCL generally permits transactions involving a Delaware corporation and an interested director of that corporation if: • the material facts as to the director’s relationship or interest are disclosed and a majority of disinterested directors consent; or • the material facts are disclosed as to the director’s relationship or interest and a majority of shares entitled to vote thereon consent; or • the transaction is fair to the corporation at the time it is authorized by the board of directors, a committee of the board of directors or the stockholders.

Proxy Voting by Board Members

The Netherlands

At a meeting of our board of directors, a director may only be represented by another director holding a proxy in writing or in a reproducible manner by electronic means of communication.

Delaware

A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

Voting Rights

The Netherlands

In accordance with Dutch law and our articles of association, each issued Class A Share confers the right to cast one vote at the general meeting. Each issued Class B Share confers the right to cast twenty-five votes and each Preference Share the right to cast four votes at the general meeting. Shares that are held by us or our direct or indirect subsidiaries do not confer the right to vote.

Shareholders may exercise their rights at a general meeting if they are the holders of our shares on the record date as required by Dutch law, which is currently the 28th day before the day of the general meeting, and they or their proxy have notified us of their intention to attend the general meeting in writing or by any other electronic means that can be reproduced on paper ultimately at a date set for that purpose by our board of directors, specifying such person’s name and the number of shares for which such person may exercise the voting rights and/or Meeting Rights at such general meeting. The record date and the manner in which shareholders can register and exercise their rights will be set out in the notice of the meeting.

Delaware

Under the DGCL, each stockholder is entitled to one vote per share, unless the certificate of incorporation provides otherwise. In addition, the certificate of incorporation may provide for cumulative voting at all elections of directors of the corporation, or at elections held under specified circumstances. Either the certificate of incorporation or the bylaws may specify the number of shares and/or the amount of other securities that must be represented at a meeting in order to constitute a quorum, but in no event will a quorum consist of less than one-third of the shares entitled to vote at a meeting.

Stockholders as of the record date for the meeting are entitled to vote at the meeting, and the board of directors may fix a record date that is no more than 60 nor less than 10 days before the date of the meeting, and if

135 no record date is set then the record date is the close of business on the day next preceding the day on which notice is given, or if notice is waived then the record date is the close of business on the day next preceding the day on which the meeting is held. The determination of the stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the board of directors may fix a new record date for the adjourned meeting.

Shareholder Proposals

The Netherlands

Pursuant to our articles of association, extraordinary general meetings will be held whenever considered appropriate by our board of directors, the President, the Vice-President, or the Nominating Shareholder.

Pursuant to Dutch law, one or more shareholders, and others entitled to attend a general meeting, who jointly represent at least one-tenth of the issued share capital may request our board of directors to convene a general meeting. If our board of directors has not taken the steps necessary to ensure that a general meeting could be held within the relevant statutory period after the request, the requesting persons may, at his/her/their request, be authorized by the court in preliminary relief proceedings to convene a general meeting. The court shall disallow the application if it does not appear that the proponent(s) has/have previously requested our board of directors to convene a general meeting.

See “Description of Share Capital—General Meetings and Voting Rights—General Meetings” for a discussion of shareholder proposals under Dutch law and related response times that may be invoked by our board of directors in connection therewith.

Delaware

Delaware law does not specifically grant stockholders the right to bring business before an annual or special meeting. However, if a Delaware corporation is subject to the SEC’s proxy rules, a stockholder who owns at least $2,000 in market value, or 1% of the corporation’s securities entitled to vote, may propose a matter for a vote at an annual or special meeting in accordance with those rules.

Action by Written Consent

The Netherlands

Our articles of association do not provide for the possibility that shareholders’ resolutions can also be adopted in writing without holding a meeting. Although permitted by Dutch law for a listed company, this method of adopting resolutions is not feasible as it requires all individual shareholders to sign the written resolution.

Delaware

Although permitted by Delaware law, publicly listed companies are not required to permit stockholders of a corporation to take action by written consent but they may choose to allow such action.

Appraisal Rights

The Netherlands

The concept of appraisal rights is not known as such under Dutch law. However, pursuant to Dutch law a shareholder who for his own account contributes at least 95% of our issued share capital may initiate

136 proceedings against our minority shareholders jointly for the transfer of their shares to the claimant. The proceedings are held before the Enterprise Chamber. The Enterprise Chamber may grant the claim for squeeze out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him or her. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a daily newspaper with a national circulation.

Furthermore, in accordance with the Directive (EU) 2017/1132 of the European Parliament and the Council of June 14, 2017 on cross-border mergers of limited liability companies, Dutch law provides that, to the extent that the acquiring company in a cross-border merger is organized under the laws of another European Union member state, a shareholder of a Dutch disappearing company who has voted against the cross-border merger may file a claim with the Dutch company for compensation. Such compensation is to be determined by one or more independent experts. The shares of such shareholder that are subject to such claim will cease to exist as of the moment of entry into effect of the cross-border merger. Payment by the acquiring company is only possible if the resolution to approve the cross-border merger by the corporate body of the other company or companies involved in the cross-border merger includes the acceptance of the rights of the shareholders of the Dutch company to oppose the cross-border merger.

Delaware

The DGCL provides for stockholder appraisal rights, or the right to demand payment in cash of the judicially determined fair value of the stockholder’s shares, in connection with certain mergers and consolidations.

Shareholder Suits

The Netherlands

In the event a third party is liable to the Company, only the Company itself can bring a civil action against that party. The individual shareholders do not have the right to bring an action on behalf of the Company. Only in the event that the cause for the liability of a third party to the Company also constitutes a tortious act directly against a shareholder does that shareholder have an individual right of action against such third party in its own name. Dutch law provides for the possibility to initiate such actions collectively, in which a foundation or an association can act as a class representative and has standing to commence proceedings and claim damages if certain criteria are met. The court will first determine if those criteria are met. If so, the case will go forward as a class action on the merits after a period allowing class members to opt out from the case has lapsed. All members of the class who are residents of the Netherlands and who did not opt-out will be bound to the outcome of the case. Residents of other countries must actively opt in in order to be able to benefit from the class action. The defendant is not required to file defenses on the merits prior to the merits phase having commenced. It is possible for the parties to reach a settlement during the merits phase. Such a settlement can be approved by the court, which approval will then bind the members of the class, subject to a second opt-out.

Delaware

Under the DGCL, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself and other similarly situated stockholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a stockholder at the time of the transaction which is the subject of the suit. In addition, under Delaware case law, the plaintiff normally must be a

137 stockholder throughout the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand would be futile.

Repurchase of Shares

The Netherlands

Under Dutch law, a company such as ours may not subscribe for newly issued shares in its own capital. The Company may, however, subject to certain restrictions of Dutch law and our articles of association, acquire shares in its own capital. Shares may be acquired by the Company and each of its subsidiaries against no consideration or against payment of a consideration. Shares may only be acquired against consideration if (i) our shareholders’ equity (eigen vermogen) less the acquisition price is not less than the sum of the paid-up and called-up share capital and any reserves to be maintained by law or our articles of association; (ii) we and our subsidiaries would not thereafter hold shares or hold shares as pledgee with an aggregate nominal value exceeding 50% of our then current issued share capital; and (iii) our board of directors has been designated to do so by the general meeting. The designation of our board of directors is not required if the Company acquires fully paid-up shares for the purpose of transferring these to our employees or the employees of a member of our group under any applicable equity compensation plan, provided the shares are quoted on an official list of a stock exchange.

An authorization by the general meeting to our board of directors for the repurchase of shares can be granted for a maximum period of 18 months. Such authorization must specify the number and class of shares that may be acquired, the manner in which these shares may be acquired and the price range within which the shares may be acquired.

Prior to the closing of this offering, our board of directors will have been authorized for a period of 18 months to cause the repurchase of shares by us up to 20% of our issued share capital, on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares up to 110% of the market price for our Class A Shares; provided that (i) for open market or privately negotiated repurchases, the market price shall be the price for our Class A Shares on Nasdaq on at the time of the transaction; (ii) for self-tender offers, the market price shall be the volume weighted average price (“VWAP”) for our Class A Shares on Nasdaq during a period, determined by our board of directors, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our Class A Shares on Nasdaq over the term of the arrangement.

Delaware

Under the DGCL, a corporation may purchase or redeem its own shares unless the capital of the corporation is impaired or the purchase or redemption would cause an impairment of the capital of the corporation. A Delaware corporation may, however, purchase or redeem out of capital any of its preferred shares or, if no preferred shares are outstanding, any of its own shares if such shares will be retired upon acquisition and the capital of the corporation will be reduced in accordance with specified limitations.

Anti-Takeover Provisions

The Netherlands

Under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch law and Dutch case law. See “Description of Share Capital—Anti-Takeover Provisions.”

138 Delaware

In addition to other aspects of Delaware law governing fiduciary duties of directors during a potential takeover, the DGCL also contains a business combination statute that protects Delaware companies from hostile takeovers and from actions following the takeover by prohibiting some transactions once an acquirer has gained a significant holding in the corporation. Section 203 of the DGCL prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder that beneficially owns 15% or more of a corporation’s voting share, within three years after the person becomes an interested stockholder, unless: • the transaction that will cause the person to become an interested stockholder is approved by the board of directors of the target prior to such transaction; • after the completion of the transaction in which the person becomes an interested stockholder, the interested stockholder holds at least 85% of the voting share of the corporation not including (i) shares owned by persons who are directors and officers and (ii) shares owned by specified employee benefit plans; or • after the person becomes an interested stockholder, the business combination is approved by the board of directors of the corporation and holders of at least 66.67% of the outstanding voting share, excluding shares held by the interested stockholder.

A Delaware corporation may elect not to be governed by Section 203 of the DGCL by a provision contained in the original certificate of incorporation of the corporation or an amendment to the original certificate of incorporation or to the bylaws of the company, which amendment must be approved by a majority of the shares entitled to vote and may not be further amended by the board of directors of the corporation. Such an amendment is not effective until 12 months following its adoption.

Inspection of Books and Records

The Netherlands

Our board of directors must provide to the general meeting, within a reasonable amount of time, all information that the shareholders require for the exercise of their powers, unless this would be contrary to an overriding interest of our Company. If our board of directors invokes such an overriding interest, it must give reasons.

Delaware

Under the DGCL, any stockholder may inspect for any proper purpose certain of the corporation’s books and records during the corporation’s usual hours of business.

Issuance of shares

The Netherlands

Under Dutch law, the Company’s general meeting is the corporate body authorized to resolve on the issuance of shares and the granting of rights to subscribe for shares. The general meeting can delegate such authority to another corporate body of the Company, such as our board of directors, for a period not exceeding five years; this authorization may only be extended from time to time for a maximum period of five years. In order for a resolution of the general meeting on an issuance or an authorization as discussed in the previous sentence to be valid, a prior or simultaneous approval shall be required from each meeting of holders of a certain class of shares whose rights are prejudiced by the issuance.

139 Prior to the closing of this offering, our board of directors will have been authorized, for a period of five years, to issue shares or grant rights to subscribe for shares up to our authorized share capital from time to time. We may not subscribe for our own shares on issue.

Delaware Any issuance of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.

Pre-Emptive Rights

The Netherlands

Under Dutch law, in the event of an issuance of Common Shares or upon a grant of rights to subscribe for Common Shares by the Company, each shareholder will have a pro rata pre-emptive right in proportion to the aggregate nominal value of the Common Shares held by such holder (with the exception of Common Shares to be issued to employees or Common Shares issued against a contribution other than in cash or the issue of Common Shares to persons exercising a previously granted right to subscribe for shares).

A shareholder may exercise pre-emptive rights during a period of at least two weeks from the date of the announcement of the issue of shares. Under our articles of association, the pre-emptive rights in respect of newly issued shares may be restricted or excluded by a resolution of the general meeting, if and insofar as our board of directors has not been designated by the general meeting to restrict or exclude pre-emptive rights. Our board of directors may restrict or exclude the pre-emptive rights in respect of newly issued shares if it has been designated as the authorized body to do so by the general meeting. Such designation can be granted for a period not exceeding five years. A resolution of the general meeting to restrict or exclude the pre-emptive rights or to designate our board of directors as the authorized body to do so requires a two-thirds majority of the votes cast, if less than one half of our issued share capital is represented at the meeting.

Prior to the closing of this offering, our board of directors will have been authorized, for a period of five years, to limit or exclude pre-emptive rights in relation to an issuance of shares or a grant of rights to subscribe for shares that our board of directors is authorized to resolve upon (see above under “Issuance of Shares”).

Delaware

Under the DGCL, stockholders have no pre-emptive rights to subscribe for additional issues of shares or to any security convertible into such share unless, and to the extent that, such rights are expressly provided for in the certificate of incorporation.

Dividends

The Netherlands

Pursuant to Dutch law and our articles of association, we may only pay dividends and other distributions from our reserves to the extent our shareholders’ equity exceeds the sum of the paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or our articles of association and (if it concerns a distribution of profits) after adoption of our annual accounts by the general meeting from which it appears that such dividend distribution is allowed.

Under our articles of association, our board of directors may decide that all or part of the profits are added to our reserves. Before reservation of any profit, and if and to the extent Preference Shares are outstanding,

140 first a preferred amount per annum equal to 0.01% of the paid up part of the aggregate nominal value of all issued and outstanding Preference Shares must be added to the retained earnings reserve for the benefit of the holders of Preference Shares. No Preference Shares shall be outstanding upon the closing of the offering. Thereafter our board of directors may decide that all or part of the remaining profits shown in our adopted statutory annual accounts will be added to our reserves. After reservation of any such profits, any remaining profit will be at the disposal of the general meeting, which may resolve to add the remaining profits to the reserves or distribute it among the holders of Common Shares. Any and all distributions on the Common Shares shall be made in such a way that on each Common Share an equal amount or value will be distributed.

Subject to Dutch law and our articles of association, our board of directors may resolve to distribute an interim dividend on shares if it determines such interim dividend to be justified by our profits. For this purpose, our board of directors must prepare an interim statement of assets and liabilities. Such interim statement shall show our financial position not earlier than on the first day of the third month before the month in which the resolution to make the interim distribution is announced. An interim dividend can only be paid (i) if an interim statement of assets and liabilities is drawn up showing that the funds available for distribution are sufficient, and (ii) insofar our shareholders’ equity (eigen vermogen) exceeds the sum of the paid-up and called-up share capital plus the reserves required to be maintained by Dutch law.

Our board of directors may resolve that we make distributions to holders of shares from one or more of the Company’s freely distributable reserves, other than by way of profit distribution, with the proviso that the holders of Preference Shares shall not be entitled to any reserves other than the retained earnings reserve Preference Shares.

Dividends and other distributions shall be made payable not later than the date determined by our board of directors. Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse, and any such amounts will be considered to have been forfeited to us (verjaring).

Delaware

Under the DGCL, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding share of all classes having a preference upon the distribution of assets). In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including share of subsidiaries owned by the corporation, must be valued at their fair market value as determined by the board of directors, without regard to their historical book value. Dividends may be paid in the form of shares, property or cash.

Shareholder Vote on Certain Reorganizations

The Netherlands

Under Dutch law, the approval of the general meeting is required for resolutions of our board of directors regarding a significant change of the identity or character of the Company or its enterprise, such resolutions including in any event: (a) the transfer of the enterprise or practically the entire enterprise to a third party; (b) the conclusion or cancellation of any long-lasting cooperation by the Company or a subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to the Company; and (c) the acquisition or disposal by the Company or a subsidiary of a participating interest in the capital of a company with a value of at least one-third of the sum of the assets of the Company according to the consolidated balance sheet of the Company with explanatory notes thereto according to the latest adopted annual accounts.

141 The absence of such approval shall result in the relevant resolution being null and void but shall not affect the powers of representation of our board of director or directors.

Delaware

Under the DGCL, the vote of a majority of the outstanding share capital entitled to vote thereon generally is necessary to approve a merger or consolidation or the sale of all or substantially all of the assets of a corporation. The DGCL permits a corporation to include in its certificate of incorporation a provision requiring for any corporate action the vote of a larger portion of the share or of any class or series of share than would otherwise be required.

Under the DGCL, no vote of the stockholders of a surviving corporation to a merger is needed, however, unless required by the certificate of incorporation, if (i) the agreement of merger does not amend in any respect the certificate of incorporation of the surviving corporation, (ii) the shares of the surviving corporation are not changed in the merger and (iii) the number of shares of the surviving corporation into which any other shares, securities or obligations to be issued in the merger may be converted does not exceed 20% of the surviving corporation’s shares outstanding immediately prior to the effective date of the merger. In addition, stockholders may not be entitled to vote in certain mergers with other corporations that own 90% or more of the outstanding shares of each class of share of such corporation, but the stockholders will be entitled to appraisal rights.

Remuneration of Members of the Board of Directors

The Netherlands

Under Dutch law and our articles of association, we must adopt a remuneration policy for our directors. Such remuneration policy shall be adopted by the general meeting upon the proposal of our board of directors. Pursuant to Dutch law and our articles of association, the remuneration of the individual directors shall be determined by the general meeting, upon the proposal of our board of directors, within the limits of the remuneration policy adopted by the general meeting.

Delaware

Under the DGCL, the stockholders do not generally have the right to approve the compensation policy for directors or the senior management of the corporation, although certain aspects of the compensation policy may be subject to stockholder vote due to the provisions of U.S. federal securities, as well as exchange requirements.

142 SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there has been no public market for our Class A Shares, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our Class A Shares prevailing from time to time. Sales of substantial amounts of Class A Shares (including Class A Shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such sales could occur, could adversely affect the market price of our Class A Shares and our ability to raise additional capital through a future sale of securities. Upon the closing of this offering, we will have 66,866,544 Class A Shares issued and outstanding (or 71,820,865 Class A Shares if the underwriters exercise their option to purchase additional Class A Shares in full). All of the Class A Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act (“Rule 144”). Upon the closing of this offering, (i) approximately 171,228,696 Class B Shares (or approximately 166,274,375 if the underwriters exercise the option to purchase additional Class A Shares in full) will be held by Altice International and convertible into Class A Shares as described herein and (ii) approximately 28,366,544 Class A Shares (or approximately 27,545,865 if the underwriters exercise the option to purchase additional Class A Shares in full) will be held by the founders and other members of management. These Common Shares and all remaining Common Shares that will be outstanding upon closing of this offering (other than the Class A Shares sold in this offering) will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. As a result of the lock-up agreements described below and the provisions of Rule 144 or Rule 701 under the Securities Act (“Rule 701”), and assuming no extension of the lock-up period and no exercise of the underwriters’ option to purchase additional Class A Shares, the Class A Shares that will be deemed “restricted securities” will be available for sale in the public market following the closing of this offering as follows: • no Class A Shares will be eligible for sale on the date of this prospectus; • 28,366,544 Class A Shares will be eligible for sale upon expiration of the lock-up agreements described below, beginning more than 180 days after the date of this prospectus; and • 171,228,696 Class B Common Shares owned by Altice International will become eligible for sale following conversion into Class A Shares and upon the expiration of the lock-up agreements described below, beginning more than 180 days after the date of this prospectus. Lock-Up Agreements In connection with this offering, we and all of the selling shareholders, including all of our directors, executive officers and the holders of all of our Class B Shares, have agreed with the representatives of the underwriters, subject to certain exceptions, not to dispose of any of our Common Shares or securities convertible into or exchangeable for Common Shares during the period from the date of the lock-up agreement continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC. See “Underwriting.” Following the lock-up periods set forth in the agreements described above, and assuming that Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC do not release any parties from these agreements, all of the Common Shares that are held by these parties as at the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144. Rule 144 Rule 144 provides an exemption from the registration requirements of the Securities Act for restricted securities and securities held by certain affiliates of an issuer being sold in the U.S., to U.S. persons or through U.S. securities markets. In general, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, a person (or persons whose securities are required to be aggregated) who is not deemed

143 to have been one of our “affiliates” for purposes of Rule 144 at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months but less than a year, including the holding period of any prior owner other than one of our “affiliates”, is entitled to sell such securities in the U.S. public market without complying with the manner of sale, volume limitation or notice provisions of Rule 144, but subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the securities proposed to be sold for at least one year, including the holding period of any prior owner other than one of our “affiliates”, then such person is entitled to sell such securities in the public market without complying with any of the requirements of Rule 144.

Additionally, in general, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, our “affiliates”, as defined in Rule 144, who have beneficially owned the securities proposed to be sold for at least six months are entitled to sell in the public market, and within any three-month period, a number of those securities that does not exceed the greater of: • 1% of the number of Class A Shares then outstanding, which will equal approximately 668,665 immediately after this offering; or • the average weekly trading volume of our Class A Shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Such sales under Rule 144 by our “affiliates” or persons selling shares on behalf of our “affiliates” are also subject to certain manner of sale provisions, notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares acquired pursuant to Rule 701 in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who, prior to the closing of this offering, purchased or may purchase shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all shares of Rule 701 shares are subject to lock-up agreements as described below and in the section titled “Underwriting” and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Directed Share Program

At our request, the underwriters have reserved up to 5% of the Class A Shares offered hereby for sale at the initial public offering price to certain of our directors, officers, and employees, and to friends and family of our directors, officers and employees. The sales will be made by Morgan Stanley & Co. LLC, an underwriter of this offering, and its affiliates through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A Shares offered hereby. Any shares purchased by our directors and officers in the directed share program will be subject to a 180-day lock-up period, and any shares purchased by other persons in our directed share program will be subject to a 35-day lock-up period.

Regulation S

Regulation S under the Securities Act provides that shares owned by any person may be sold without registration in the U.S., provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the U.S. (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our Class A Shares may be sold outside the U.S. without registration in the U.S. being required.

144 Form S-8 Registration Statements

Following the closing of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register our Class A Shares subject to share options outstanding or reserved for issuance under our 2021 SOP. The registration statement on Form S-8 will become effective automatically upon filing. Class A Shares issued upon exercise of a share option and registered pursuant to the Form S-8 registration statement will, subject to vesting provisions and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately.

Registration Rights Agreement

In connection with this offering, we expect to enter into a registration rights agreement with Altice International and our founders. This agreement will provide to Altice International an unlimited number of “demand” registrations for the registration of the sale of our Class A Shares in the minimum aggregate amount of $75,000,000 provided that Altice International holds at least 10% of the registrable securities then outstanding. Additionally, the agreement will provide customary “piggyback” registration rights to Altice International and our founders. We will be obligated to file a shelf registration statement upon request by Altice International once we are eligible to register on Form F-3. Our founders will be able to request participation in any registrations in which Altice International participates. The registration rights agreement will also provide that we will pay certain expenses relating to such registrations and indemnify Altice International and any other selling shareholders against certain liabilities which may arise under the Securities Act.

145 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of material U.S. federal income tax consequences relating to the acquisition, ownership and disposition of the Class A Shares. This summary does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a particular person’s decision to acquire the Class A Shares. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury regulations promulgated thereunder, as well as judicial and administrative interpretations thereof, in each case as in effect as of the date of this prospectus. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below, and there can be no assurance that the IRS or U.S. courts will agree with the tax consequences described in this summary. The Company undertakes no obligation to publicly update or otherwise revise this summary whether as a result of new or amended U.S. Treasury regulations, Code sections, judicial and administrative interpretations or otherwise.

THE SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CLASS A SHARES.

Material U.S. Federal Income Tax Considerations to U.S. Holders

The summary in this section applies only to U.S. Holders (as defined below) that purchase Class A Shares in this offering and hold the Class A Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address any U.S. federal estate and gift tax, alternative minimum tax or Medicare tax on net investment income consequences, or any U.S. state or local or non-U.S. tax consequences. This summary also does not address the tax considerations that may be relevant to certain types of investors subject to special treatment under U.S. federal income tax laws, such as: • banks and other financial institutions; • insurance companies; • regulated investment companies or real estate investment trusts; • dealers or traders in securities or currencies that use a mark-to-market method of accounting; • tax exempt organizations, retirement plans, individual retirement accounts and other tax deferred accounts; • persons holding the Class A Shares as part of a straddle, hedging, conversion or integrated transaction for U.S. federal income tax purposes; • persons purchasing or selling the Class A Shares as part of a wash sale for U.S. federal income tax purposes; • U.S. expatriates; • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; • an S corporation or any entity or arrangement classified as a partnership for U.S. federal income tax purposes or investors therein; • persons who own or are deemed to own, directly or constructively, 10% or more of the value or voting power of the shares of the Company;

146 • persons holding the Class A Shares in connection with a trade or business conducted outside the U.S.; or • persons subject to special tax accounting rules as a result of any item of gross income with respect to the Class A Shares being taken into account in an applicable financial statement.

As used herein, “U.S. Holder” means a beneficial owner of Class A Shares that is (i) an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes (which includes a “green card holder”), (ii) a corporation (or other entity taxable as a corporation for U.S. federal tax purposes) created or organized under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary supervision of a court within the U.S. and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds the Class A Shares generally will depend on the status of the partner and the activities of the partnership. Partnerships considering an investment in the Class A Shares and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the acquisition, ownership and disposition of the Class A Shares.

Distributions on the Class A Shares

Subject to the PFIC rules discussed below, the gross amount of any distribution made by the Company to a U.S. Holder with respect to the Class A Shares (including the amount of any Dutch taxes withheld therefrom) generally will be included in such holder’s gross income as non-U.S. source dividend income in the year actually or constructively received, but only to the extent that the distribution is paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, would be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the Class A Shares and thereafter as capital gain. However, as a non-U.S. company, the Company is not expected to maintain calculations of its earnings and profits under U.S. federal income tax principles. Therefore, it is expected that any distributions generally will be reported to U.S. Holders as dividends. Any dividends that the Company pays will not be eligible for the dividends-received deduction allowed to certain corporate U.S. Holders.

With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, dividends may be eligible to be taxed at favorable rates applicable to “qualified dividend income”, provided that (1) the Class A Shares are readily tradable on an established securities market in the U.S. or the Company is eligible for the benefits of a qualifying income tax treaty with the U.S. that includes an exchange of information program, (2) the Company is not a PFIC (as discussed below) with respect to the relevant U.S. Holder for either its taxable year in which the dividend is paid or the preceding taxable year and (3) certain minimum holding period and other requirements are met. Pursuant to IRS authority, the Class A Shares should be considered for the purpose of clause (1) above to be readily tradable on an established securities market in the U.S. if they are listed on Nasdaq and we therefore expect that dividends will be qualified dividend income if the minimum holding period and other requirements are met. U.S. Holders are urged to consult their tax advisors regarding the availability of the favorable rate applicable to qualified dividend income for any dividends the Company pays with respect to the Class A Shares.

Any dividends the Company pays to U.S. Holders generally will constitute non-U.S. source “passive category” income for U.S. foreign tax credit limitation purposes. Subject to certain limitations, Dutch tax withheld with respect to distributions made on the Class A Shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to

147 applicable limitations, elect to deduct the otherwise creditable Dutch withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.

Sale, Exchange or Other Taxable Disposition of the Class A Shares

Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize gain or loss upon the taxable sale, exchange or other disposition of the Class A Shares in an amount equal to the difference between (i) the U.S. dollar value of the amount realized upon the sale, exchange or other taxable disposition and (ii) such U.S. Holder’s adjusted tax basis in the Class A Shares. Generally, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if, on the date of the sale, exchange or other taxable disposition, such U.S. Holder has held the Class A Shares for more than one year. If such U.S. Holder is an individual or other non-corporate U.S. Holder, long-term capital gains will be subject to a reduced maximum U.S. federal income tax rate. The deductibility of capital losses is subject to limitations under the Code. Gain or loss, if any, that a U.S. Holder realizes upon a sale, exchange or other taxable disposition of the Class A Shares generally will be treated as having a U.S. source for U.S. foreign tax credit limitation purposes.

PFIC Rules

The taxation of U.S. Holders will depend on whether the Company is treated as a PFIC for U.S. federal income tax purposes. A non-U.S. corporation will be a PFIC in any taxable year in which either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets which produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. The Company will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.

Based on the Company’s income, assets and business activities, the Company expects that it will not be classified as a PFIC for U.S. federal income tax purposes for its current taxable year or in the near future. The determination of PFIC status is made annually at the end of each taxable year and is dependent upon a number of factors, some of which are beyond the Company’s control, including the relative values of the Company’s assets and its subsidiaries, and the amount and type of their income. As a result, there can be no assurance that the Company will not be a PFIC in 2021 or any subsequent year or that the IRS will agree with the Company’s conclusion regarding its PFIC status and would not successfully challenge our position.

If the Company were to be treated as a PFIC in any taxable year, in addition to certain form filing requirements, U.S. Holders of the Class A Shares generally would be subject to additional taxes (including taxation at ordinary income rates and an interest charge) under the PFIC excess distribution rule on any “excess distributions” received from the Company and on any gain realized from a sale or other disposition of the Class A Shares, regardless of whether the Company continues to be a PFIC in the year such distribution is received or gain is realized. A U.S. Holder would be treated as receiving an excess distribution in a taxable year to the extent that distributions on the Class A Shares during that year exceed 125% of the average amount of distributions received during the three preceding taxable years (or, if shorter, the U.S. Holder’s holding period in the Class A Shares). Gain on the disposition of the Class A Shares will be subject to taxation in the same manner as an excess distribution (including taxation at ordinary income rates), described immediately above.

If, contrary to current expectations, the Company was a PFIC for U.S. federal income tax purposes, certain elections (such as a mark-to-market election) may be available to U.S. Holders with respect to the Class A Shares that may mitigate some of the adverse tax consequences resulting from PFIC treatment.

148 U.S. Holders are urged to consult their own tax advisors concerning the Company’s PFIC status and the consequences to them of the treatment of the Company as a PFIC for any taxable year.

Information with Respect to Foreign Financial Assets

Individuals and certain entities that own “specified foreign financial assets”, generally with an aggregate value in excess of $50,000 are generally required to file an information report on IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets with their tax returns for each year in which they hold Class A Shares. “Specified foreign financial assets” include any financial accounts maintained by certain foreign financial institutions, as well as securities issued by non-U.S. persons if they are not held in accounts maintained by financial institutions. U.S. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Class A Shares.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends paid to a U.S. Holder in respect of the Class A Shares and the proceeds received by such U.S. Holder from the sale, exchange or other disposition of the Class A Shares within the U.S. unless such U.S. Holder is a corporation or other exempt recipient. Backup withholding may apply to such payments if a U.S. Holder fails to provide a taxpayer identification number or certification of exempt status or fails to report dividend and interest income in full. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. U.S. Holders are urged to consult their tax advisors regarding the backup withholding tax and information reporting rules.

Material U.S. Federal Income Tax Considerations to Non-U.S. Holders

For the purposes of the discussion below, a “Non-U.S. Holder” is a beneficial owner of Class A Shares that is not a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Taxation of Dividends

Dividends paid to a Non-U.S. Holder in respect of Class A Shares will not be subject to U.S. federal income tax unless the dividends are “effectively connected” with the Non-U.S. Holder’s conduct of a trade or business within the U.S., and, if required by an applicable income tax treaty as a condition for subjecting the Non-U.S. Holder to U.S. taxation on a net income basis, the dividends are attributable to a permanent establishment that the Non-U.S. Holder maintains in the U.S. In such cases a Non-U.S. Holder will be taxed in the same manner as a U.S. Holder. If a Non-U.S. Holder is a corporate Non-U.S. Holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if it is eligible for the benefits of an income tax treaty that provides for a lower rate.

Taxation of Capital Gains

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain recognized on the sale or other disposition of the Class A Shares unless the gain is “effectively connected” with the Non-U.S. Holder’s conduct of a trade or business in the U.S., and, if required by an applicable income tax treaty as a condition for subjecting the holder to U.S. taxation on a net income basis, the gain is attributable to a permanent establishment that the Non-U.S. Holder maintains in the U.S., or the Non-U.S. Holder is an individual, is present in the U.S. for 183 or more days in the taxable year of the sale and certain other conditions exist. If a Non-U.S. Holder is a corporate Non-U.S. Holder, “effectively connected” gains it recognizes may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if it is eligible for the benefits of an income tax treaty that provides for a lower rate.

149 Backup Withholding and Information Reporting

A Non-U.S. Holder is exempt from backup withholding and information reporting requirements with respect to: • dividend payments made to the Non-U.S. Holder outside the U.S.; and • other dividend payments and the payment of the proceeds from the sale of Class A Shares effected at a U.S. office of a broker, as long as the income associated with such payments is otherwise exempt from U.S. federal income tax; and:

O the payor or broker does not have actual knowledge or reason to know that the holder is a U.S. person and the Non-U.S. Holder has furnished the payor or broker: – an IRS Form W-8BEN or W-8BEN-E, as applicable, or an acceptable substitute form upon which the Non-U.S. Holder certifies, under penalties of perjury, that the holder is a non-U.S. person; or – other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with Treasury Regulations; or

O the Non-U.S. Holder otherwise establishes an exemption.

Payment of the proceeds from the sale of Class A Shares effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale of Class A Shares that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if: • the proceeds are transferred to an account maintained by a Non-U.S. Holder in the U.S.; • the payment of proceeds or the confirmation of the sale is mailed to the Non-U.S. Holder at a U.S. address; or • the sale has some other specified connection with the U.S. as provided in Treasury Regulations, unless the broker does not have actual knowledge or reason to know that the holder is a U.S. person and the documentation requirements described above are met or the holder otherwise establishes an exemption.

In addition, a sale of Class A Shares will be subject to information reporting, but not backup withholding, if it is effected at a foreign office of a broker that is: • a U.S. person; • a controlled foreign corporation for U.S. federal income tax purposes; • a foreign person 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period; or • a foreign partnership, if at any time during its tax year:

O one or more of its partners are “U.S. persons,” as defined in Treasury Regulations, which in the aggregate hold more than 50% of the income or capital interest in the partnership; or

O such foreign partnership is engaged in the conduct of a U.S. trade or business, unless the broker does not have actual knowledge or reason to know that the person is a U.S. person and the documentation requirements described above are met or the person otherwise establishes an exemption.

150 CERTAIN DUTCH TAX CONSIDERATIONS

The following summary outlines the principal Dutch tax consequences of the acquisition, holding, settlement, redemption and disposal of the Class A Shares. It does not present a comprehensive or complete description of all aspects of Dutch tax law which could be relevant to a holder of Class A Shares (a “Shareholder”). For Dutch tax purposes, a Shareholder may include an individual or entity not holding the legal title to the Class A Shares, but to whom, or to which, the Class A Shares are, or the income from the Class A Shares is, nevertheless attributed based either on this individual or entity owning a beneficial interest in the Class A Shares or on specific statutory provisions. These include statutory provisions attributing Class A Shares to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the Class A Shares.

This summary is intended as general information only. Prospective Shareholders should consult their own tax advisor regarding the tax consequences of any acquisition, holding or disposal of Class A Shares.

This summary is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date of this prospectus, including the tax rates applicable on that date, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.

Any reference in this summary made to Dutch taxes, Dutch tax or Dutch tax law should be construed as a reference to any taxes of any nature levied by or on behalf of the Netherlands or any of its subdivisions or taxing authorities or to the law governing such taxes, respectively. The Netherlands means the part of the Kingdom of the Netherlands located in Europe.

Any reference made to a treaty for the avoidance of double taxation concluded by the Netherlands includes the Tax Regulation for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Regulation for the State of the Netherlands (Belastingregeling voor het land Nederland), the Tax Regulations for the Netherlands and Curacao (Belastingregeling Nederland Curaçao), the Tax Regulations for the Netherlands and St. Maarten (Belastingregeling Nederland Sint Maarten) and the Agreement between the Taipei Representative Office in the Netherlands and the Netherlands Trade and Investment Office in Taipei for the avoidance of double taxation.

This summary does not describe any Dutch tax considerations or consequences that may be relevant where a Shareholder: (i) is an individual and the Shareholder’s income or capital gains derived from the Class A Shares are attributable to employment activities, the income from which is taxable in the Netherlands; (ii) has a substantial interest (aanmerkelijk belang) or a fictitious substantial interest (fictief aanmerkelijk belang) in the Company within the meaning of Chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally, a Shareholder has a substantial interest in the Company if the Shareholder, alone or, in case of an individual, together with a partner for Dutch tax purposes, or any relative by blood or by marriage in the ascending or descending line (including foster-children) of the Shareholder or the partner, owns or holds, or is deemed to own or hold Class A Shares or certain rights to Class A Shares, including rights to directly or indirectly acquire Class A Shares, directly or indirectly representing 5% or more of the Company’s issued capital as a whole or of Class A Shares or profit participating certificates (winstbewijzen) relating to 5% or more of the Company’s annual profits or 5% or more of the Company’s liquidation proceeds; (iii) is an entity that, although it is in principle subject to Dutch corporate income tax under the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) (the “CITA”), is not subject to Dutch corporate income tax or is fully or partly exempt from Dutch corporate income tax (such as a qualifying pension fund as described in Section 5 of the CITA and a tax exempt investment fund (vrijgestelde beleggingsinstelling) as described in Section 6a of the CITA);

151 (iv) is an investment institution (beleggingsinstelling) as described in Section 28 of the CITA; (v) is required to apply the participation exemption (deelnemingsvrijstelling) with respect to the Class A Shares (as defined in Section 13 of the CITA). Generally, a Shareholder is required to apply the participation exemption if it is subject to Dutch corporate income tax and it, or a related entity, holds an interest of 5% or more of the nominal paid-up share capital in the Company; or (vi) that is an entity which is a resident of Aruba, Curacao or St. Maarten and fully or partly conducts a business through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in Bonaire, Sint Eustatius or Saba to which the Class A Shares are attributable.

Withholding Tax

A Shareholder is generally subject to Dutch dividend withholding tax at a rate of 15% on dividends distributed by the Company. Generally, the Company is responsible for the withholding of such dividend withholding tax at source.

Dividends distributed by the Company include, but are not limited to: (i) distributions of profits in cash or in kind, whatever they be named or in whatever form; (ii) proceeds from the liquidation of the Company or proceeds from the repurchase of Class A Shares by the Company, other than as a temporary portfolio investment (tijdelijke belegging), in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes; (iii) the par value of the Class A Shares issued to a Shareholder or an increase in the par value of the Class A Shares, to the extent that no related contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and (iv) partial repayment of paid-in capital, that is: O not recognized for Dutch dividend withholding tax purposes, or O recognized for Dutch dividend withholding tax purposes, to the extent that the Company has “net profits” (zuivere winst), unless (a) the general meeting has resolved in advance to make this repayment, and (b) the par value of the Class A Shares concerned has been reduced by an equal amount by way of an amendment to the articles of association of the Company. The term “net profits” includes anticipated profits that have yet to be realized.

If a Shareholder is resident or deemed to be resident in the Netherlands, such Shareholder is generally entitled to a credit for any Dutch dividend withholding tax against his Dutch tax liability and to a refund of any residual Dutch dividend withholding tax.

Depending on specific circumstances, a Shareholder resident in a country other than the Netherlands may be entitled to exemptions from, reduction of, or full or partial refund of, Dutch dividend withholding tax under Dutch law, European Union law, or treaties for the avoidance of double taxation.

A Shareholder that is resident (i) in a member state of the European Union, or (ii) in a state that is a party to the Agreement on the European Economic Area (“EEA”; Iceland, Liechtenstein or Norway), or (iii) in a designated third state with which the Netherlands has agreed to an arrangement for the exchange of information on tax matters, is entitled to a full or partial refund of Dutch dividend withholding tax incurred in respect of the Class A Shares if the final tax burden in respect of the dividends distributed by the Company of a comparable Dutch resident shareholder is lower than the withholding tax incurred by the non-Dutch resident Shareholder. The refund is granted upon request, and is subject to conditions and limitations. No entitlement to a refund exists if the disadvantage for the non-Dutch resident Shareholder is entirely compensated in his state of residence under the provisions of a treaty for the avoidance of double taxation concluded between his or her state of residence and the Netherlands.

152 According to Dutch domestic anti-dividend stripping rules, no credit against Dutch tax, exemption from, reduction, or refund of Dutch dividend withholding tax will be granted if the recipient of the dividends paid by the Company is not considered to be the beneficial owner (uiteindelijk gerechtigde) of those dividends.

The Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965) (the “DWTA”) provides for a non-exhaustive negative description of a beneficial owner. According to the DWTA, a Shareholder will not be considered the beneficial owner of the dividends if as a consequence of a combination of transactions: (i) a person other than the Shareholder wholly or partly, directly or indirectly, benefits from the dividends; (ii) whereby this other person retains or acquires, directly or indirectly, an interest similar to that in the Class A Shares on which the dividends were paid; and (iii) that other person is entitled to a credit, reduction or refund of Dutch dividend withholding tax that is less than that of the Shareholder.

Taxes on Income and Capital Gains

Residents of the Netherlands

The description of certain Dutch tax consequences in this paragraph is only intended for the following Shareholders: (i) individuals who are resident or deemed to be resident in the Netherlands (“Dutch Resident Individuals”); and (ii) entities or enterprises that are subject to the CITA and are resident or deemed to be resident in the Netherlands (“Dutch Resident Corporate Entities”).

Dutch Resident Individuals engaged or deemed to be engaged in an enterprise or in miscellaneous activities

Dutch Resident Individuals engaged or deemed to be engaged in an enterprise or in miscellaneous activities (resultaat uit overige werkzaamheden) are generally subject to income tax at statutory progressive rates with a maximum of 49.50% on any benefits derived or deemed to be derived from the Class A Shares, including any capital gains realized on any disposal of the Class A Shares, where those benefits are attributable to: (i) an enterprise from which a Dutch Resident Individual derives profits, whether as an entrepreneur (ondernemer) or by being co-entitled (medegerechtigde) to the net worth of this enterprise other than as an entrepreneur or shareholder; or (ii) miscellaneous activities, including activities which are beyond the scope of active portfolio investment activities (meer dan normaal vermogensbeheer).

Dutch Resident Individuals not engaged or deemed to be engaged in an enterprise or in miscellaneous activities and not having a substantial, or fictitious substantial, interest

Generally, the Class A Shares held by a Dutch Resident Individual who is not engaged or deemed to be engaged in an enterprise or in miscellaneous activities, or who is so engaged or deemed to be engaged but the Class A Shares are not attributable to that enterprise or miscellaneous activities, will be subject to an annual income tax imposed on a fictitious yield on the Class A Shares under the regime for savings and investments (inkomen uit sparen en beleggen). Irrespective of the actual income or capital gains realized, the annual taxable benefit from a Dutch Resident Individual’s assets and liabilities taxed under this regime, including the Class A Shares, is set at a percentage of the positive balance of the fair market value of these assets, including the Class A Shares, and the fair market value of these liabilities. The percentage increases: (i) from 1.8978% over the first EUR 50,000 of such positive balance;

153 (ii) to 4.5014% over any excess positive balance between EUR 50,000.01 up to and including EUR 950,000; and (iii) to a maximum of 5.69% over any excess positive balance of EUR 950,000.01 or higher.

The percentages under (i) to (iii) will be reassessed each year and the amounts under (i) to (iii) will be adjusted for inflation each year. No taxation occurs if this positive balance does not exceed a certain threshold (heffingvrij vermogen). The fair market value of assets, including the Class A Shares, and liabilities that are taxed under this regime is measured once in each calendar year on 1 January. The tax rate under the regime for savings and investments is a flat rate of 31%.

Dutch Resident Corporate Entities

Dutch Resident Corporate Entities are generally subject to corporate income tax at statutory rates up to 25% on any benefits derived or deemed to be derived from the Class A Shares, including any capital gains realized on their disposal.

Non-Residents of the Netherlands

The description of certain Dutch tax consequences in this paragraph is only intended for the following Shareholders: (i) individuals who are not resident and not deemed to be resident in the Netherlands (“Non-Dutch Resident Individuals”); and (ii) entities that are not resident and not deemed to be resident in the Netherlands (“Non-Dutch Resident Corporate Entities”).

Non-Dutch Resident Individuals

A Non-Dutch Resident Individual will not be subject to any Dutch taxes on income or capital gains derived from the purchase, ownership and disposal or transfer of the Class A Shares, other than withholding tax as described above, unless: (i) the Non-Dutch Resident Individual derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the Class A Shares are attributable; (ii) the Non-Dutch Resident Individual derives benefits from miscellaneous activities carried on in the Netherlands in respect of the Class A Shares, including activities which are beyond the scope of active portfolio investment activities; or (iii) the Non-Dutch Resident Individual is entitled to a share, other than by way of securities, in the profits of an enterprise, which is effectively managed in the Netherlands and to which the Class A Shares are attributable.

Non-Dutch Resident Corporate Entities

A Non-Dutch Resident Corporate Entity will not be subject to any Dutch taxes on income or capital gains derived from the purchase, ownership and disposal or transfer of the Class A Shares, other than withholding tax as described above, unless: (i) the Non-Dutch Resident Corporate Entity derives profits from an enterprise, which is fully or partly carried on through a permanent establishment or a permanent representative in the Netherlands to which the Class A Shares are attributable; or

154 (ii) the Non-Dutch Resident Corporate Entity is entitled to a share, other than by way of securities, in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which the Class A Shares are attributable.

Under certain specific circumstances, Dutch taxation rights may be restricted for Non-Dutch Resident Individuals and Non-Dutch Resident Corporate Entities pursuant to treaties for the avoidance of double taxation.

Dutch Gift Tax or Inheritance Tax

No Dutch gift tax or inheritance tax is due in respect of any gift of the Class A Shares by, or inheritance of the Class A Shares on the death of, a Shareholder, unless: (i) the Shareholder is resident, or is deemed to be resident, in the Netherlands at the time of the gift or death of the Shareholder; (ii) the Shareholder dies within 180 days after the date of the gift of the Class A Shares and was, or was deemed to be, resident in the Netherlands at the time of the Shareholder’s death but not at the time of the gift; or (iii) the gift of the Class A Shares is made under a condition precedent and the Shareholder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.

Other Taxes and Duties

No other Dutch taxes, including taxes of a documentary nature, such as capital tax, stamp or registration tax or duty, are payable by, or on behalf of, the Shareholder by reason only of the purchase, ownership and disposal of the Class A Shares.

Residency

A Shareholder will not become a resident or deemed resident of the Netherlands by reason only of holding the Class A Shares.

155 UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Goldman Sachs Bank Europe SE, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to purchase and the selling shareholders have agreed to sell to them, severally, the number of Class A Shares indicated below:

Number of Class A Name Shares Goldman Sachs Bank Europe SE ...... Morgan Stanley & Co. LLC ...... J.P. Morgan Securities LLC ...... BNP Paribas Securities Corp...... Citigroup Global Markets Inc...... JMP Securities LLC ...... Raymond James & Associates, Inc...... William Blair & Company, L.L.C...... Total: ...... 38,500,000

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the Class A Shares subject to their acceptance of the Class A Shares from the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Class A Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the Class A Shares offered by this prospectus if any such Class A Shares are taken. However, the underwriters are not required to take or pay for the Class A Shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the Class A Shares directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the Class A Shares, the offering price and other selling terms may from time to time be varied by the representatives.

The selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 5,775,000 additional Class A Shares at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Class A Shares offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional Class A Shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of Class A Shares listed next to the names of all underwriters in the preceding table.

At our request, the underwriters have reserved up to 5% of the Class A Shares offered hereby for sale at the initial public offering price to certain of our directors, officers, and employees, and to friends and family of our directors, officers and employees. The sales will be made by Morgan Stanley & Co. LLC, an underwriter of this offering, and its affiliates through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A Shares offered hereby. Any shares purchased by our directors and officers in the directed share program will be subject to a 180-day lock-up period, and any shares purchased by other persons in our directed share program will be subject to a 35-day lock-up period.

156 The underwriting fee is equal to the public offering price per Class A Share less the amount paid by the underwriters to us and the selling stockholders per Class A Share. The underwriting fee is $ per Class A Share. The following table shows the per Class A Share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional Class A Shares.

Without With full option option exercise exercise Per Class A Share ...... $ $ Total ...... $ $

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ million. The underwriters have agreed to reimburse the Company for certain expenses related to the offering, for an amount up to $ .

We have applied to list our Class A Shares on Nasdaq under the symbol “TEAD”.

We and all of the selling shareholders, including all of our directors, executive officers and the holders of all of our Class B Shares, have agreed that, without the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC, we and they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “restricted period”): • offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; • file any registration statement with the SEC relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares; or • enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares,

whether any such transaction described above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. In addition, we and each such person agree that, without the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC, on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares.

The restrictions described in the immediately preceding paragraph to do not apply to: • the sale of Class A Shares to the underwriters; • transactions involving Common Shares in connection with the corporate reorganization as described in “Prospectus Summary—Corporate Reorganization,” if any; • transfers of Common Shares (i) as bona fide gift or gifts; (ii) by will or intestacy; (iii) to a trust for the direct or indirect benefit of the parties to the lock-up agreement or their certain immediate family members; (iv) to any immediate family member (not for value); (v) to a partnership, limited liability company or other entity wholly-owned by a party to the lock-up agreement or an immediate family member thereof (not for value); or (vi) to a nominee or custodian of a person or entity permitted by (i) to (v) above;

157 • where the parties to the lock-up agreement are a corporation, partnership, or other business entity, transfers or distributions of Common Shares or any security convertible into or exercisable or exchangeable for Common Shares to members, partners, stockholders or affiliates of the parties to the lock-up agreement (other than the Company and its controlled affiliates); • transfers pursuant to a domestic order, divorce settlement, divorce decree or separation agreement; • transactions by any person other than us relating to Common Shares acquired in open market transactions after the closing of the offering; • tenders, sales or other transfers of Common Shares pursuant to a bona fide third-party takeover bid made to all holders of Common Shares or any other acquisition, merger, consolidation or similar transaction whereby a majority of total voting power of the voting stock of the Company is acquired by a third party (provided that if such transaction is not consummated, the subject Common Shares shall remain subject to the lock-up restrictions) in one transaction or a series of related transactions that occur after the closing of the offering, in each case, approved by the board of directors of the Company; or • facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that (i) such plan does not provide for the transfer of Common Shares during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the restricted period.

Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC, in their sole discretion, may release the Common Shares and other securities subject to the lock-up agreements described above in whole or in part at any time, subject to applicable notice requirements.

Lock-Up Expiration

All Common Shares subject to lock-up agreements will be released 180 days after the date of this prospectus.

In order to facilitate the offering of the Class A Shares, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A Shares. Specifically, the underwriters may sell more Class A Shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of Class A Shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing Class A Shares in the open market. In determining the source of Class A Shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of Class A Shares compared to the price available under the over-allotment option. The underwriters may also sell Class A Shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing Class A Shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A Shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, Class A Shares in the open market to stabilize the price of the Class A Shares. These activities may raise or maintain the market price of the Class A Shares above independent market levels or prevent or retard a decline in the market price of the Class A Shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.

158 We, the selling shareholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of Class A Shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our Class A Shares. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours, the general condition of the securities markets at the time of this offering, the recent market prices of, and demand for, publicly traded ordinary share of generally comparable companies, and other factors deemed relevant by the representatives and us. Neither we nor the underwriters can assure investors that an active trading market will develop for the Class A Shares, or that the Class A Shares will trade in the public market at or above the initial public offering price.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area (each an “EEA State”), no Class A Shares have been offered or will be offered pursuant to the offering to the public in that EEA State prior to the publication of a prospectus in relation to the Class A Shares which has been approved by the competent authority in that EEA State or, where appropriate, approved in another EEA State and notified to the competent authority in that EEA State, all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that EEA State of any Class A Shares at any time under the following exemptions under the EU Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

159 (c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of the Class A Shares shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Class A Shares in any EEA State means the communication in any form and by any means of sufficient information on the terms of the offer and any Class A Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Class A Shares, and the expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.

Canada

The Class A Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Class A Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Class A Shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Class A Shares without disclosure to investors under Chapter 6D of the Corporations Act.

The Class A Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Class A Shares must observe such Australian on-sale restrictions.

160 This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the securities in Switzerland. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the Class A Shares.

Accordingly, the Class A Shares have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Class A Shares constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Class A Shares. The Class A Shares may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Class A Shares constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Class A Shares. The Class A Shares may only be transferred en bloc without subdivision to a single investor.

Hong Kong

The Class A Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of

161 Hong Kong), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the Class A Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class A Shares may not be circulated or distributed, nor may the Class A Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the Class A Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the Class A Shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the Class A Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the Class A Shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore SFA Product Classification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the Class A Shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

162 United Kingdom

In relation to the United Kingdom, no Class A Shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Class A Shares which has been approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the public in the United Kingdom of any Class A Shares at any time under the following exemptions under the UK Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,

provided that no such offer of the Class A Shares shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

In the United Kingdom, the offering is only addressed to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation, who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. For the purposes of this provision, the expression an “offer to the public” in relation to the Class A Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offering and any Class A Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Class A Shares, and the expression “UK Prospectus Regulation” means the United Kingdom version of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018.

163 EXPENSES OF THIS OFFERING

The following table sets forth the costs and expenses, other than the underwriting commission, payable by us in connection with the sale of the shares being registered. All amounts are estimates except for the SEC registration fee, the FINRA filing fee and the Nasdaq listing fees.

Amount to Item be paid SEC registration fee ...... $ 101,438.45 FINRA filing fee ...... $ 139,966.25 Nasdaq listing fee ...... $ 290,000.00 Transfer agent and registrar fees ...... $ 20,000.00 Printing and engraving expenses ...... $ 500,000.00 Legal fees and expenses ...... $4,250,000.00 Accounting fees and expenses ...... $2,750,000.00 Miscellaneous expenses ...... $ 300,000.00 Total ...... $8,351,404.70

164 LEGAL MATTERS

The validity of the Class A Shares offered by this prospectus will be passed upon for us by De Brauw Blackstone Westbroek, Amsterdam, the Netherlands. Certain legal matters will be passed upon for us by Shearman & Sterling LLP, New York, New York and Mayer Brown LLP, New York, New York, acting as special U.S. tax counsel. Certain legal matters will be passed upon for the underwriters by Ropes & Gray LLP, New York, New York.

EXPERTS

Teads S.A.’s financial statements as of December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, included in this prospectus have been audited by Deloitte Audit S.a` r.l., an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The offices of Deloitte Audit S.a` r.l are located at 20, Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg.

CHANGE IN THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

As a result of the change in domicile of the public parent company, in July 2021, we informed Deloitte Audit S.a` r.l. (the “Predecessor Auditor”) that it would cease to serve as our independent registered public accountant effective upon the completion of the review of the financial statements for the three and six months ended June 30, 2021 for Teads N.V. See “Prospectus Summary—Corporate Reorganization” for additional information. The Predecessor Auditor will review the financial statements for the three and six months ended June 30, 2021 for Teads N.V.

Prior to the closing of this offering, our general meeting is expected to appoint KPMG Accountants N.V. (the “Successor Auditor”) as our Dutch statutory external auditor for the audit of the annual accounts for the 2021 fiscal year up to and including the 2023 fiscal year for Teads N.V. As of the date of this prospectus, the Successor Auditor is in the process of its standard client evaluation procedures and has not yet accepted the engagement.

The Predecessor Auditor’s audit reports on the financial statements of Teads S.A. for the fiscal years ended December 31, 2019 and 2020 contained no adverse opinions or disclaimers of opinions, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2019 and 2020, and through the interim period ended June 30, 2021, there were no “disagreements” (as such term is defined in Item 16F(a)(1)(iv) and the related instructions of Form 20-F) with the Predecessor Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Predecessor Auditor would have caused it to make reference thereto in its reports on the financial statements for such periods.

During the fiscal years ended December 31, 2019 and 2020, and through the interim period ended June 30, 2021, there were no “reportable events” (as such term is defined in Item 16F(a)(1)(v) of Form 20-F) aside from the material weaknesses related to internal controls over financial reporting discussed in “Risk Factors — As a result of becoming a public company in the U.S., we will become subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act”, which the Company is in the process of remediating. Please see “Risk Factors—As a result of becoming a public company in the U.S., we will become subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act” for more information.

165 We have authorized the Predecessor Auditor to respond fully and without limitation to all requests of the Successor Auditor concerning all matters related to the audited and/or reviewed period by the Predecessor Auditor.

During the years ended December 31, 2020 and 2019 and through the interim period ended March 31, 2021, the Company or anyone on its behalf did not consult with the Successor Auditor with respect to (i) any matter regarding the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 16F of Form 20-F).

We provided a copy of the above statements to the Predecessor Auditor and requested that it furnish us with a letter addressed to the SEC stating whether or not it agrees with the above disclosure. A copy of that letter, dated July 6, 2021, is filed as an exhibit to the registration statement of which this prospectus is a part.

166 ENFORCEMENT OF CIVIL LIABILITIES

Our company will be a naamloze vennootschap, or N.V., organized under the laws of the Netherlands with its corporate seat in Amsterdam, the Netherlands. A majority of its directors and senior management currently reside outside the U.S. All or a substantial portion of its assets and the assets of these individuals are located outside the U.S. As a result, it may not be possible for you to effect service of process within the U.S. upon non-U.S. resident directors or upon our company, or it may be difficult to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against our company, but, if it were not to do so, you would have to apply to a Dutch court for an original judgment. Consequently, it could prove difficult to enforce civil liabilities solely based on U.S. securities law in the Netherlands.

In addition, awards of punitive damages in actions brought in the U.S. or elsewhere may not be enforceable in the Netherlands.

A judgment in a civil or commercial matter rendered by a U.S. court cannot be enforced in the Netherlands. However, if a person has obtained a final judgment without appeal in such a matter rendered by a U.S. court which is enforceable in the U.S., the Dutch court will generally recognize and give effect to the judgment insofar as it finds that: • the jurisdiction of the U.S. court has been based on an internationally accepted ground; • proper legal procedures have been observed; • the final judgment does not contravene Dutch public policy; and • the final judgment is not irreconcilable with a judgment of a Dutch court or an earlier judgment of a foreign court that is capable of being recognized in the Netherlands.

If a Dutch court upholds and regards as conclusive evidence the final judgment, that court generally will grant the same judgment without litigating again on the merits.

Shareholders may originate actions in the Netherlands based upon applicable Dutch laws.

In the event that a third party is liable to our company, only the company itself can bring civil action against that party. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third party to our company also constitutes a tortious act directly against a shareholder does that shareholder have an individual right of action against such third party in its own name. The Dutch Civil Code does provide for the possibility to initiate such actions collectively. A foundation or an association whose objective is to protect the rights of a group of persons having similar interests can institute a collective action. The collective action itself cannot result in an order for payment of monetary damages but may only result in a declaratory judgment (verklaring voor recht). In order to obtain compensation for damages, the foundation or association and the defendant may reach – often on the basis of such declaratory judgment – a settlement. A Dutch court may declare the settlement agreement binding upon all the injured parties with an opt-out choice for an individual injured party.

An individual injured party may also itself institute a civil claim for damages.

167 WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the Class A Shares offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to Teads N.V. and the Class A Shares offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address is www.sec.gov.

After this offering, we will be subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. Because we are a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements or to file quarterly reports on Form 10-Q, or to use Form 10-K to file our annual reports, among other things. However, we plan to produce quarterly financial reports and furnish them to the SEC after the end of each of the first three quarters of our fiscal year and to file our annual report on Form 20-F after the end of our fiscal year. Our annual consolidated financial statements will be prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and audited by an independent registered public accounting firm.

As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, other U.S. domestic reporting companies.

168 INDEX TO FINANCIAL STATEMENTS

Page

Financial Statements of Altice Temp B.V. Report of Independent Registered Public Accounting Firm ...... F-2 Statement of Financial Position as of May 14, 2021 ...... F-3 Notes to the Financial Statements as of May 14, 2021 ...... F-4 Financial Statements of Teads S.A. Unaudited Condensed Interim Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 ...... F-5 Unaudited Condensed Interim Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 ...... F-6 Unaudited Condensed Interim Consolidated Balance Sheets as of March 31, 2021 ...... F-7 Unaudited Condensed Interim Consolidated Statements of Changes in Equity as of March 31, 2021 and 2020 ...... F-8 Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 ...... F-9 Notes to the Condensed Interim Consolidated Financial Statements as of and for the Three-Month Period Ended March 31, 2021 ...... F-10 Report of Independent Registered Public Accounting Firm ...... F-17 Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019 ...... F-18 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020 and 2019 . . F-19 Consolidated Balance Sheets as of December 31, 2020 and 2019 ...... F-20 Consolidated Statements of Changes in Equity as of December 31, 2020 and 2019 ...... F-21 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 ...... F-22 Notes to the Consolidated Financial Statements as of and for the Years Ended December 31, 2020 and 2019 ...... F-23

F-1 Report of Independent Registered Public Accounting Firm

Deloitte Audit Société à responsabilité limitée 20 Boulevard de Kockelscheuer L-1821 Luxembourg

Tel: +352 451 451 www.deloitte.lu

To the Board of Directors of Altice Temp BV Danzigerkade 15B, 1013 AP Amsterdam

Opinion on the Financial Statements We have audited the accompanying statement of financial position of Altice Temp BV (the “Company”) as of May 14, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 14, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte Audit S.a` r.l.

Luxembourg, Grand Duchy of Luxembourg

June 16, 2021

We have served as the Company’s auditor since 2021

F-2 Altice Temp B.V.

1. Statement of Financial Position

As of Statement of Financial Position (€) Notes May 14, 2021 Non-current assets – Total non-current assets – Cash and cash equivalents ...... 0.01 Total current assets 0.01 Total assets ...... 0.01 Shareholder’s equity Share capital ...... 0.01 Total equity ...... 0.01 Current liabilities – Total current liabilities – Total equity and liabilities ...... 0.01

F-3 Altice Temp B.V. Notes to the financial statements 2. Notes to the financial statements

2.1. About Altice Temp B.V. Altice Temp B.V. (the “Company”) was incorporated in the Netherlands on May 14, 2021. The Company’s intended business activity is the holding of the Teads group, as part of a plan to reorganize its shareholding structure. To date, the Company has not commenced operations. It is expected that the Company will be renamed Teads B.V. and will then be converted into a public company and renamed Teads N.V. The Company will commence operations shortly prior to the closing of the initial public offering of the Company’s shares.

The address of the Company is Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands. It is registered with the Dutch Chamber of Commerce under number 82833680. The sole shareholder of the Company is Altice Teads S.A. and the ultimate controlling shareholder of the Company is Patrick Drahi (via Next Alt S.à r.l., “Next Alt”); since May 14, 2021, Next Alt indirectly holds 89.77% of the share capital of the Company.

The Company has issued one share which a nominal value of one eurocent (EUR 0.01) that was fully paid.

2.2. Basis of presentation The statement of financial position has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) incorporating interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and with the Netherlands Civil Code, Part 9 of Book 2, article 362.9. Separate Statements of Income and Comprehensive Income, Changes in Shareholder’s Equity and Cash Flows have not been presented as there have been no activities for the Company to date.

These financial statements were approved and authorized for issue by the management board on June 15, 2021.

2.3. Financial reporting period The company-only accounts cover the opening balance sheet, which was May 14, 2021.

2.4. Functional and presentation currency The company-only accounts are presented in euros (‘€’), which is the Company’s functional currency.

2.5. Cash and cash equivalents Cash is measured at nominal value. Restricted cash is not considered as a component of cash since such balances are not held for the purposes of meeting short-term cash commitments.

2.6. Subsequent events On June 9, 2021, the Boards of Directors of the Company, Yosemite 1 S.A. and Yosemite 2 S.A. have drawn up common draft terms of cross-border merger for the merger of Yosemite 1 S.A. and Yosemite 2 S.A. (the “Disappearing Companies”) with and into the Company, as a result of which (i) the Company shall acquire all the assets and liabilities of the Disappearing Companies by universal title of succession, (ii) the Company shall, by operation of law, allot shares in its share capital to the shareholders of the Disappearing Companies and (iii) the Disappearing Companies shall cease to exist. This is still subject to finalization of the legal process.

F-4 Teads S.A.

Unaudited Condensed Interim Consolidated Statements of Operations

Three months ended Three months ended (in thousands of USD) March 31, 2021 March 31, 2020 Note no. Revenue ...... 126,592 95,566 9 Cost of revenue ...... (56,753) (60,128) Technology and development expenses ...... (3,917) (3,875) Sales and marketing expenses ...... (21,722) (20,629) General and administrative expenses ...... (7,058) (5,415) Profit from operations ...... 37,142 5,519 Finance income / (cost) ...... 690 (4,523) 10 Profit before tax ...... 37,832 996 Income tax expense ...... (9,809) (2,041) 11 Profit / (loss) for the period ...... 28,023 (1,045) Attributable to non-controlling interests ...... (3) (1) Attributable to equity holders of the parent ..... 28,027 (1,044) Earnings per share (in USD) Basic ...... 56.03 (2.09) 6.2 Diluted ...... 44.00 (2.09) 6.2

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

F-5 Teads S.A.

Unaudited Condensed Interim Consolidated Statements of Comprehensive Income

Three months ended Three months ended (In thousands of USD) March 31, 2021 March 31, 2020 PROFIT / (LOSS) FOR THE PERIOD ...... 28,023 (1,045) Items that may be reclassified subsequently to profit or loss Foreign exchange differences on translation of foreign operations ...... (7,134) (4,309) OTHER COMPREHENSIVE INCOME ...... (7,134) (4,309) TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD ...... 20,890 (5,355) Attributable to equity holders of the Company ...... 20,893 (5,354) Attributable to the non-controlling interests ...... (3) (1)

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

F-6 Teads S.A.

Unaudited Condensed Interim Consolidated Balance Sheets

As of As of ASSETS (in thousands of USD) March 31, 2021 December 31, 2020 Note no. Goodwill ...... 38,963 40,538 4 Intangible assets ...... 10,048 9,804 Right-of-use assets ...... 24,711 23,494 Property, plant and equipment ...... 6,047 6,352 Financial assets ...... 194,958 169,590 5 Deferred tax assets ...... 3,272 4,089 Non-current assets ...... 277,999 253,867 Trade receivables ...... 194,765 250,038 2.2 Other receivables ...... 20,216 26,803 Cash and cash equivalents ...... 53,087 58,390 Current assets ...... 268,069 335,231 TOTAL ASSETS ...... 546,068 589,098

As of As of EQUITY AND LIABILITIES (in thousands of USD) March 31, 2021 December 31, 2020 Note no. Share capital ...... 17,379 17,379 6 Share premium ...... 115,691 115,691 6 Retained earnings ...... 254,841 226,815 6 Reserves ...... (22,620) (15,487) 6 Equity attributable to owners of the Company ...... 365,290 344,397 6 Non-controlling interests ...... 710 Total equity ...... 365,297 344,407 Long term borrowings ...... – 19 7 Lease liabilities ...... 22,303 21,458 7 Non-current provisions ...... 1,982 2,084 Deferred tax liabilities ...... 184 154 Other non-current liabilities ...... 54 54 Non-current liabilities ...... 24,523 23,769 Trade and other payables ...... 89,015 135,664 2.2 Short-term borrowings ...... 49 243 7 Lease liabilities ...... 4,578 4,045 7 Current tax liabilities ...... 14,481 21,371 Contract liabilities ...... 2,698 5,153 Other current liabilities ...... 45,426 54,446 Current liabilities ...... 156,247 220,922 TOTAL EQUITY AND LIABILITIES ...... 546,068 589,098

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

F-7 Teads S.A.

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

Reserves Foreign Non- Share Share Retained Employee currency Group controlling Total of (In thousands of USD) capital premium earnings benefits translation interest interests equity Balance as at December 31, 2020 ... 17,379 115,691 226,815 (1,588) (13,899) 344,397 10 344,407 Profit for the period ..... – – 28,027 – – 28,027 (3) 28,023 Other comprehensive loss ...... – – – – (7,134) (7,134) – (7,134) Comprehensive income for the period ...... – – 28,027 – (7,134) 20,892 (3) 20,889 Balance as at March 31, 2021 ...... 17,379 115,691 254,841 (1,588) (21,032) 365,290 7 365,297

Reserves Foreign Non- Share Share Retained Employee currency Group controlling Total of (In thousands of USD) capital premium earnings benefits translation interest interests equity Balance as at January 1, 2020 ...... 17,379 115,691 114,935 (1,166) (28,369) 218,470 4 218,474 Profit / (loss) for the period ...... – – (1,044) – – (1,044) (1) (1,045) Other comprehensive loss ...... – – – – (4,309) (4,309) – (4,309) Comprehensive loss for the period ...... – – (1,044) – (4,309) (5,353) (1) (5,354) Balance as at March 31, 2020 ...... 17,379 115,691 113,891 (1,166) (32,678) 213,116 3 213,119

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

F-8 Teads S.A.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

Three months ended Three months ended (in thousands of USD) March 31, 2021 March 31, 2020 Profit/(loss) for the period ...... 28,023 (1,045) Adjustments for: Depreciation and amortization ...... 3,580 1,290 Gain sale of property, plant and equipment ...... 1– Income tax expense ...... 9,809 2,041 Finance cost ...... 319 133 Changes in operating assets and liabilities: ...... (9,712) 8,297 Trade receivables ...... 50,273 47,333 Business taxes receivables ...... 5,119 5,477 Accounts payable: advances and down-payments .... (732) (1,177) Prepayments ...... 61 4,969 Other receivables ...... 727 1,704 Restricted cash ...... 10 (129) Accounts payable ...... (44,606) (26,238) Social security liabilities ...... (385) (4,960) Tax paid ...... (15,280) (11,397) VAT and other tax liabilities ...... (5,951) (7,549) Other liabilities ...... 1,052 262 CASH FLOW FROM OPERATING ACTIVITIES ...... 32,021 10,716 Acquisition of assets ...... (2,024) (2,530) Intangible assets ...... (1,759) (1,757) Property, plant and equipment ...... (264) (773) Change in loans and advances granted ...... (32,153) (7,482) CASH FLOW FROM INVESTING ACTIVITIES ...... (34,176) (10,012) Decrease in borrowings included lease payments ...... (1,589) (1,233) Financial interest paid ...... (353) (366) CASH FLOW FROM FINANCING ACTIVITIES ...... (1,942) (1,598) CHANGE IN CASH AND CASH EQUIVALENTS ...... (4,096) (894) Cash and cash equivalents on opening ...... 58,390 20,951 Cash and cash equivalents at closing ...... 53,087 18,979 Effect of exchange-rate changes ...... (1,206) (1,078)

The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.

F-9 Teads S.A.

Notes to the Condensed Interim Consolidated Financial Statements as of and for the three-month period ended March 31, 2021 1 About the Teads Group

Teads S.A. (the “Company”) is the parent company of the Teads group (the “Group”). The Company was incorporated under Luxembourg laws in 2006, with its registered office located at 5, rue de la Boucherie, L-1247 Luxembourg, Grand Duchy of Luxembourg.

The Group operates a cloud-based, end-to-end technology platform that enables programmatic advertising for the Open Web. Teads’ platform powers a global, curated ecosystem connecting quality advertisers and agencies with quality publishers. As an end-to-end platform, the Group built deep partnerships with both the demand and supply sides of digital advertising. For advertisers, its platform offers a single access point to buy the inventory of many of the world’s best publishers. Through exclusive partnerships with these premium publishers, the Group enables advertisers to reach 1.9 billion monthly unique users, while improving the efficiency, quality and cost of digital ad transactions. The Group provides the technology required to monetize publishers’ most valuable ad inventory programmatically. By connecting both sides through its integrated platform, known as the Teads Global Media Platform, the Group solves the digital, programmatic advertising industry’s most significant problems related to fragmentation inefficiencies, inflated digital advertising costs and quality and scale of inventory.

2 Accounting policies

2.1. Basis of preparation The Condensed Interim Consolidated Financial Statements of the Group as of March 31, 2021 and for the three-month period then ended (the “Condensed Interim Consolidated Financial Statements”) were approved by the Board of Directors of the Company (the “Board of Directors”) and authorized for issue on June 15, 2021.

The Condensed Interim Consolidated Financial Statements as of March 31, 2021 are presented in thousands of United States Dollar (USD), except as otherwise stated, and have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting. They should be read in conjunction with the annual consolidated financial statements of the Group and the notes thereto as of and for the year ended December 31, 2020 which were prepared in accordance with International Financial Reporting Standards (“IFRS”) (the “annual consolidated financial statements”).

The accounting policies applied for the Condensed Interim Consolidated Financial Statements as of March 31, 2021 do not differ from those applied in the annual consolidated financial statements, except for the adoption of new standards effective as of January 1, 2021.

These Condensed Interim Consolidated Financial Statements of the Group as of March 31, 2021 have been prepared on a going concern basis.

2.1.1 Standards applicable for the reporting period The following standards have mandatory application for periods beginning on or after January 1, 2021: – Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16), effective for annual periods beginning on or after January 1, 2021.

F-10 Teads S.A.

The application of the Interest Rate Benchmark Reform – Phase 2 had no material impact on the amounts recognized and on the disclosures in these Condensed Interim Consolidated Financial Statements.

2.1.2 Standards and interpretations not applicable as of the reporting date The Group has not early adopted the following standards and interpretations, for which application is not mandatory for periods starting on January 1, 2021 and that may impact the amounts reported: • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture effective date of the amendments has not yet been determined by the IASB; • Amendments in Classification of Liabilities as Current or Non-Current (Amendments to IAS 1), effective on or after January 1, 2023; • Annual Improvements to IFRS Standards 2018-2020, effective on or after January 1, 2022; • Amendments to IAS 16 Property, plant and equipment – Proceeds before Intended Use; • Amendments to IAS 37 Onerous contracts – Costs of fulfilling a contract.

The Board of Directors anticipates that the application of those amendments will not have a material impact on amounts reported in respect of the Group’s financial assets and financial liabilities.

2.1.3 Significant accounting judgments and estimates In the application of the Group’s accounting policies, the Board of Directors is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not clear from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

These judgments and estimates relate principally to deferred taxes, right-of-use assets and lease liabilities.

As of March 31, 2021, there were no changes in the key areas of judgments and estimates.

COVID-19 pandemic The Group has taken this pandemic situation into account in its estimates, notably those related to the non-current and current assets valuation, including goodwill.

The Group determined that the going concern assumption remains appropriate.

2.2. Seasonality The Company’s operations are subject to seasonal fluctuations. Therefore, higher revenue and operating results are usually expected in the fourth quarter, due to the seasonal nature of the Company’s segment and the spending patterns of the customers. This information is provided to allow for a better understanding of the results. However, management has concluded that this is not highly seasonal.

F-11 Teads S.A.

Given the above, the Company experienced a decrease between December 31, 2020 and March 31, 2021 in the trade receivables and trade payables, as a result of the lower activity in the three-month period ended March 31, 2021.

3 Significant events

There were no significant events or transactions that occurred during the three-month period ended March 31, 2021, which impacted the scope of consolidation compared to that presented in the annual consolidated financial statements.

4 Goodwill

The change in goodwill from December 31, 2020 to March 31, 2021 consists of the following:

As of As of December 31, Exchange March 31, (in thousands of USD) 2020 adjustments 2021 Goodwill ...... 40,538 (1,575) 38,963

Goodwill is reviewed at the level of the unique GCGU annually for impairment and whenever changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill was tested at the CGU/GCGU level for impairment as of December 31, 2020, based on the recoverable amount estimated through its value in use. No impairment indicator was identified in Q1 2021 and no impairment was recorded for the three-month period ended March 31, 2021.

5 Financial assets

The main variation in the financial assets is an addition of 25,438 (net of variation on exchange rates) on the advance payments made to Altice Teads S.A. (the sole shareholder) under the cash management agreement.

6 Equity attributable to owner of the company

6. 1 Share capital For the three-month period ended March 31, 2021, there were no changes in the issued capital of the Company. The share capital comprised 500,131 fully paid-up ordinary and preference shares, with a par value of €25, representing €12,503 k (USD 17,379). The share premium was €88,076 k (USD 115,691), which was the result of various capital increases and acquisitions since the creation of the Company.

The issued equity is represented by 315,139 shares divided into 286,698 class A ordinary shares and 28,441 class C ordinary shares; 184,992 preference shares divided into 62,320 class A preference shares (including 46,070 class A1 preference shares and 16,250 class 2 preference shares); 59,202 class B preference shares (including 40,917 class B1 preference shares and 18,285 class B2 preference shares); 20,535 class C preference shares and 42,935 class D preference shares.

Ordinary shares: Ordinary shares are divided into two classes: Class A ordinary shares and Class C ordinary shares. Ordinary shareholders are entitled to propose a list of candidates for the election of six (6) directors.

F-12 Teads S.A.

Preference shares: Preference shares are divided into four classes: Class A preference shares, Class B preference shares, Class C preference shares, Class D preference shares. The holders of preference shares have the same voting rights as the holders of ordinary shares. Each holder of preference shares has one vote for each preference share. The holders of Class A, B and C preference shares are entitled to have one (1) director for each class.

Warrants: Warrants have been issued since the Company’s inception, entitling their holder to subscribe to a total of 136,662 class A shares.

6.2 Earnings per share Basic earnings per share (“EPS”)

As of As of March 31, March 31, (In thousands of USD) 2021 2020 Profit / (loss) for the period ...... 28,023 (1,045) Weighted average shares used in basic EPS calculation (k) ...... 500.1 500.1 Reported EPS (USD) ...... 56.03 (2.09)

Diluted EPS The reconciliation of the weighted average shares can be demonstrated, as follows:

As of As of March 31, March 31, 2021 2020 Weighted average shares used in basic EPS calculation (k) ...... 500.1 500.1 Effect of dilutive potential shares: Warrants (k) ...... 136.7 136.7 Weighted average number of shares for diluted EPS ...... 636.8 636.8

Therefore, the calculation of the diluted EPS can be demonstrated, as follows:

As of As of March 31, March 31, (In thousands of USD) 2021 2020 Profit / (loss) for the period ...... 28,023 (1,045) Weighted average shares used in diluted EPS calculation (k) ...... 636.8 636.8 Diluted reported EPS (USD) ...... 44.00 (2.09)

The basic and diluted earnings per share are the same due to the Group recording a loss for the three-month period ended March 31, 2020. The potential dilutive shares upon creation would have led to an increase of diluted earnings per share.

F-13 Teads S.A.

7 Financial debt

7.1 Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows will be classified in the Company’s consolidated statement of cash flows from financing activities.

As of As of December 31, Exchange March 31, (in thousands of USD) 2020 Additions Payments Reclassification adjustments 2021 Other loans and similar debts ...... 19 – (19) – – – Lease liabilities ...... 21,458 2,992 (5) (2,074) (67) 22,303 NON-CURRENT ...... 21,477 2,992 (24) (2,074) (67) 22,303 Bank loans (cash liability) ...... 233 – (184) – – 48 Accrued interest not due – liability ...... 10 – (9) – – 1 Lease liabilities ...... 4,045 – (1,371) 2,074 (170) 4,578 CURRENT ...... 4,288 – (1,565) 2,074 (170) 4,627

7.2 Borrowings by maturity

As of As of Between December 31, March 31, Less than 1 year and More than (In thousands of USD) 2020 2021 one year 5 years 5 years Lease liabilities ...... 25,503 26,881 4,578 22,303 – Current bank loans and overdrafts ...... 243 49 49 – – Other loans and similar debts ...... 19 – – – – TOTAL ...... 25,765 26,930 4,627 22,303 –

7.3 Borrowings by type of rate and currency

As of As of Between December 31, March 31, Less than 1 year and More than (In thousands of USD) 2020 2021 one year 5 years 5 years Lease liabilities ...... 25,503 26,881 4,578 22,303 – Current bank loans and overdrafts ...... 243 49 49 – – Other loans and similar debts ...... 19 – – – – TOTAL ...... 25,765 26,930 4,627 22,303 –

As of As of December 31, March 31, Pound (In thousands of USD) 2020 2021 Euro US dollar Sterling Other Lease liabilities ...... 25,503 26,881 3,476 18,056 3,515 1,834 Current bank loans and overdrafts ...... 243 49 (139) 188 – – Other loans and similar debts ...... 19 – – – – – TOTAL ...... 25,765 26,930 3,337 18,243 3,515 1,835

F-14 Teads S.A.

8 Categories and fair value of financial assets and liabilities

At March 31, 2021, all assets and liabilities were recorded at amortized cost with their carrying amount being equal to their amortized cost. Similar to the position as at December 31, 2020, no assets nor liabilities were recorded at March 31, 2021 at fair value.

9 Segment information

Reportable segments Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Group for which separate financial information is available that is evaluated regularly by the Group’s chief operating decision-maker in deciding how to allocate resources and assessing performance.

The Group’s chief operating decision-maker (CODM) is the Executive Chairman, the CEO, the CFO and Altice’s management. The CODM reviews consolidated data for revenue and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, restructuring costs, and deal costs) for the purposes of allocating resources and evaluating financial performance.

The Group has concluded that its operations constitute one operating and reportable segment.

Geographical information The Group’s revenue from external customers and information about its segment assets (non-current assets excluding financial instruments, deferred tax assets and other financial assets) by geographical location is detailed below:

Revenue from external (In thousands of USD) customers Non-current assets Three months Three months ended ended As of March 31, March 31, March 31, December 31, 2021 2020 2021 2020 North America ...... 51,760 42,090 37,440 33,742 United States of America ...... 49,017 40,022 36,806 33,085 Other countries ...... 2,743 2,067 634 657 EMEA (Europe Middle East Africa) . . 58,388 40,809 235,388 214,668 United Kingdom ...... 20,437 11,016 7,058 7,148 France ...... 14,471 13,447 205,933 186,772 Germany ...... 4,462 4,715 1,198 326 Switzerland ...... 5,385 4,075 589 646 Italy ...... 5,689 3,778 7,366 6,385 Spain ...... 3,935 2,641 3,310 2,416 Other countries ...... 4,009 1,137 9,933 10,975 South America ...... 7,090 4,619 318 311 Asia Pacific ...... 9,354 8,049 4,853 5,146 TOTAL ...... 126,592 95,566 277,999 253,867

F-15 Teads S.A.

10 Financial income / (cost)

The breakdown of financial income (cost) is presented in the following table:

Three months ended Three months ended (In thousands of USD) March 31, 2021 March 31, 2020 Interest expense on loans ..... – (10) Interest expense on lease liabilities ...... (353) (356) Net cost of borrowing ...... (353) (366) Net foreign exchange losses / gains ...... 1,022 (4,374) Other financial income ...... 21 217 Other financial income and (expenses) ...... 1,043 (4,157) TOTAL FINANCIAL INCOME / (COST) ...... 690 (4,523)

11 Taxation

Three months ended Three months ended (In thousands of USD) March 31, 2021 March 31, 2020 Profit / (loss) for the period .. 28,023 (1,045) Income tax expense ...... (9,809) (2,041) Profit / (loss) before tax ..... 37,832 996 Effective tax rate ...... 25.93% 204.93%

The Group is required to use an estimated annual effective tax rate to measure the income tax benefit or expense recognized in an interim period. The Group recorded an income tax expense of USD 9,089 for the three- month period ended March 31, 2021, reflecting an effective tax rate of 25.9% compared to an income tax expense of USD 2,041 for the three-month period ended March 31, 2020, reflecting an effective tax rate of 205% (mainly linked to the timing differences).

12 Commitments given

The commitments given as at March 31, 2021 is USD 87,865 (USD 102,086 as at December 31, 2020). The amount decreased as a result of commitments spent during the first quarter.

13 Post-balance sheet events

Pursuant to the terms of a corporate reorganization that will be completed prior to the closing of the IPO, all issued and outstanding shares in Teads S.A. will be contributed and transferred to Teads B.V. in exchange for newly issued Class A Shares and Class B Shares of Teads B.V. and a vendor note and, as a result, Teads S.A. will become a wholly owned subsidiary of Teads B.V.

F-16 Teads S.A.

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Teads S.A.

5 Rue de la Boucherie,

L-1247, Luxembourg

Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Teads S.A. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

[Signature] /s/ Deloitte Audit S.à.r.l

Luxembourg, Grand Duchy of Luxembourg

May 12, 2021

We have served as the Company’s auditor since 2021.

F-17 Teads S.A.

Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

(in thousands of USD) 2020 2019 Note no. Revenue ...... 540,273 509,513 17 Cost of revenue ...... (253,138) (281,665) Technology and development expenses ...... (16,037) (14,894) Sales and marketing expenses ...... (76,792) (104,230) General and administrative expenses ...... (24,949) (27,519) Profit from operations ...... 169,357 81,205 Change in value of contingent consideration ...... (2,798) – 18 Financial (cost) income ...... (8,523) 550 19 Profit before tax ...... 158,036 81,755 Income tax expense ...... (46,523) (26,485) 20 Profit for the year ...... 111,513 55,270 Attributable to non-controlling interests ...... (5) (1) Attributable to owners of the Company ...... 111,508 55,269 Earnings per share (in USD) Basic ...... 222.97 110.52 12.3 Diluted ...... 175.12 86.80 12.3

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-18 Teads S.A.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019

(In thousands of USD) 2020 2019 PROFIT FOR THE YEAR ...... 111,513 55,270 Items that may not be reclassified to profit or loss Actuarial gain ...... (93) (171) Items that may be reclassified subsequently to profit or loss Foreign exchange differences on translation of foreign operations ...... 14,471 (935) COMPREHENSIVE INCOME FOR THE YEAR ...... 125,891 54,164 Attributable to non-controlling interests ...... 5 1 Attributable to owners of the Company ...... 125,886 54,163

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-19 Teads S.A.

Consolidated Balance Sheets as of December 31, 2020 and 2019

ASSETS (in thousands of USD) 2020 2019 Note no. Goodwill ...... 40,538 37,236 4 Intangible assets ...... 9,804 5,162 5 Right-of-use assets ...... 23,494 22,634 6 Property, plant and equipment ...... 6,352 5,980 7 Financial assets ...... 169,590 93,586 8 Other non-current assets ...... – 6 Deferred tax assets ...... 4,089 3,062 20 Non-current assets ...... 253,867 167,665 Trade receivables ...... 250,038 206,480 9 Other receivables ...... 26,803 26,859 10 Cash and cash equivalents ...... 58,390 20,951 11 Current assets ...... 335,231 254,291 TOTAL ASSETS ...... 589,098 421,956

EQUITY AND LIABILITIES (in thousands of USD) 2020 2019 Note no. Share capital ...... 17,379 17,379 12 Share premium ...... 115,691 115,691 12 Retained earnings ...... 226,815 114,935 12 Reserves ...... (15,487) (29,535) 12 Equity attributable to owners of the Company ...... 344,397 218,470 12 Non-controlling interests ...... 10 4 Total equity ...... 344,407 218,474 Long term borrowings ...... 19 5 14 Lease liabilities ...... 21,458 20,900 6 Non-current provisions ...... 2,084 1,151 13 Deferred tax liabilities ...... 154 197 20 Other non-current liabilities ...... 54 4,135 Non-current liabilities ...... 23,769 26,388 Trade and other payables ...... 135,664 118,295 Short-term borrowings ...... 243 580 14 Lease liabilities ...... 4,045 2,809 6 Current tax liabilities ...... 21,371 12,219 Contract liabilities ...... 5,153 4,950 Other current liabilities ...... 54,446 38,243 15 Current liabilities ...... 220,922 177,094 TOTAL EQUITY AND LIABILITIES ...... 589,098 421,956

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Changes in Equity as of December 31, 2020 and 2019

Reserves Foreign Non- Share Share Retained Employee currency Group controlling Total of (In thousands of USD) capital premium earnings benefits translation interest interests equity Balance as at January 1, 2019 ...... 17,379 115,691 58,715 (683) (27,435) 163,667 – 163,667 Profit for the year ...... – – 55,582 (312) – 52,269 1 55,270 Other Comprehensive income ...... – – – (171) (935) (1,106) – (1,106) Comprehensive income for the year ...... 55,582 (483) (935) 54,164 1 54,165 Transactions with non-controlling interests ...... – – 600 – – 600 4 603 Other ...... – – 39 – – 39 – 39 Balance as at December 31, 2019 ... 17,379 115,691 114,935 (1,166) (28,369) 218,470 4 218,474 Profit for the year ...... – – 111,837 (329) – 111,508 5 111,513 Other Comprehensive income ...... – – – (93) 14,470 14,378 – 14,378 Comprehensive income for the year ...... 111,837 (422) 14,470 125,886 5 125,891 Other ...... – – 43 – – 43 – 43 Balance as at December 31, 2020 ... 17,379 115,691 226,815 (1,588) (13,899) 344,397 10 344,407

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

(in thousands of USD) 2020 2019 Note no. Profit for the year ...... 111,513 55,270 Adjustments for: Depreciation and amortization ...... 10,021 7,812 Gain sale of property, plant and equipment ...... 141 – Earn out adjustment ...... 2,798 – 15 Income tax expense ...... 46,523 26,485 20 Finance cost ...... –1919 Changes in operating assets and liabilities: ...... (60,802) (38,764) Trade receivables ...... (32,483) (51,731) 9 Business taxes receivables ...... (5,187) 8,587 10 Accounts payable: advances and down-payments ...... (365) (11) 10 Prepayments ...... 5,651 (3,241) 10 Other receivables ...... 548 (1,435) 10 Restricted cash ...... (59) (101) 10 Account payables ...... 12,683 29,993 15 Social-security liabilities ...... (6,070) 6,998 15 Tax paid ...... (40,003) (24,037) 20 VAT and other tax liabilities ...... 11,757 (9,524) 15 Other liabilities ...... (7,276) 5,737 15 CASH FLOW FROM OPERATING ACTIVITIES ...... 110,194 50,821 Acquisition of assets ...... (7,863) (8,422) Intangible assets ...... (6,677) (3,988) 5 Property, plant and equipment ...... (1,186) (4,434) 7 Change in loans and advances granted ...... (62,566) (31,632) 8 Impact of new acquisitions ...... – 140 CASH FLOW FROM INVESTING ACTIVITIES ...... (70,429) (39,915) Increase in borrowings ...... 519 797 14 Decrease in borrowings included lease payments ...... (4,847) (3,899) 14 Net financial interest paid ...... (272) (1,783) CASH FLOW FROM FINANCING ACTIVITIES ...... (4,600) (4,886) CHANGE IN CASH AND CASH EQUIVALENTS ...... 35,165 6,022 Cash and cash equivalents on opening ...... 20,951 14,915 Cash and cash equivalents at closing ...... 58,390 20,951 Effect of exchange-rate changes ...... 2,274 15

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Notes to the Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019 1 Organization and Description of Business

Teads S.A. (the “Company”) is the parent company of the Teads group (the “Group”). The Company was incorporated under Luxembourg laws in 2006, with its registered office located at 5, rue de la Boucherie, L-1247 Luxembourg, Grand Duchy of Luxembourg.

The Group operates a cloud-based, end-to-end technology platform that enables programmatic advertising for the Open Web. Teads’ platform powers a global, curated ecosystem connecting quality advertisers and agencies with quality publishers. As an end-to-end platform, the Group built deep partnerships with both the demand and supply sides of digital advertising. For advertisers, its platform offers a single access point to buy the inventory of many of the world’s best publishers. Through exclusive partnerships with these premium publishers, the Group enable advertisers to reach 1.9 billion monthly unique users, while improving the efficiency, quality and cost of digital ad transactions. The Group provides the technology required to monetize publishers’ most valuable ad inventory programmatically. By connecting both sides through the Group’s integrated platform, known as the Teads Global Media Platform, solves the digital, programmatic advertising industry’s most significant problems related to fragmentation inefficiencies, inflated digital advertising costs and quality and scale of inventory.

The Group operates in 23 countries, located in European countries, the United States of America, Canada, South-America, Asia, Middle-East and Africa.

On June 22, 2017, Altice International S.à r.l. completed the acquisition of Teads, through Altice Teads S.A. As of December 31, 2020, Altice Teads S.A. holds a 100% financial interest in Teads.

1.1 Basis of presentation of the Consolidated Financial Statements The consolidated financial statements of the Company as of December 31, 2020 and for the year then ended (the “Consolidated Financial Statements”) were approved by the Board of Directors of the Company (the “Board of Directors”) and authorized for issue on May 11, 2021.

The Consolidated Financial Statements as of December 31, 2020 and for the year then ended are presented in thousands of United States Dollar (USD), except as otherwise stated, and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Consolidated Financial Statements have been prepared on the historical cost basis except for certain properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these Consolidated Financial Statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases, and measurements that have some similarities to fair value but are not fair value, such as value in use in IAS 36 Impairment of Assets.

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Where the accounting treatment of a specific transaction is not addressed by any accounting standard and interpretation, the Board of Directors applies its judgment to define and apply accounting policies that provide information consistent with the general IFRS concepts: faithful representation and relevance.

1.2 Significant accounting judgments and estimates In the application of the Group’s accounting policies, the Board of Directors is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not clear from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

These judgments and estimates relate principally to the deferred taxes, right-of-use assets and lease liabilities.

These estimates and assumptions are described in note 2.17.

1.3 Application of new and revised International Financial Reporting Standards (IFRS) 1.3.1 Standards applicable for the reporting period The following standards have mandatory application for periods beginning on or after January 1, 2020 to the Consolidated Financial Statements: • Amendments to IAS 1 and IAS 8 Definition of Material, effective on or after January 1, 2020; • Amendments to IFRS 3 Definition of a Business, effective on or after January 1, 2020; • Amendments to References to the Conceptual Framework in IFRS Standards, effective on or after January 1, 2020; and • Amendments to IFRS 16 Leases, Covid-19-Related Rent Concessions, effective on or after June 1, 2020, with early application permitted.

The application of these amendments had no material impact on the amounts recognized and on the disclosures in these Consolidated Financial Statements.

1.3.2 Standards and interpretations not applicable as of the reporting date The Group has not early adopted the following standards and interpretations, for which application is not mandatory for the period started on January 1, 2020 and that may impact the amounts reported: • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture, effective date of the amendments has not yet been determined by the IASB; • Amendments in Classification of Liabilities as Current or Non-Current (Amendments to IAS 1), effective on or after January 1, 2023; • Annual Improvements to IFRS Standards 2018-2020, effective on or after January 1, 2022; • Interest Rate Benchmark Reform – (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16), effective for annual periods beginning on or after January 1, 2021, with earlier application permitted;

F-24 Teads S.A.

• Amendments to IAS 16 Property, plant and equipment – Proceeds before Intended Use; • Amendments to IAS 37 Onerous contracts – Costs of fulfilling a contract.

The Board of Directors anticipates that the application of those amendments will not have a material impact on amounts reported in respect of the Group’s financial assets and financial liabilities.

1.4 COVID-19 pandemic On March 11, 2020, the COVID-19 outbreak was declared by the World Health Organization (WHO) as a global pandemic, highlighting the health risks of the disease. In this context and following regulatory requirements published by governments in the countries in which the Group operates, the Group activated a response program in order to minimize the impact of the COVID-19 pandemic.

The COVID-19 pandemic had a limited impact on the Consolidated Financial Statements. The Group has been impacted by a decline in the overall advertising industry in the second quarter of 2020 and the first month of the third quarter of 2020, but this decline was offset during the rest of the year as evidenced by the increase in the revenue. The impact has remained limited since the beginning of the crisis, demonstrating the resilience of the Group’s business in the countries where the Group operates. Although the situation continues to evolve, the Group expects that the COVID-19 pandemic will have limited effects on the Group’s operations and financial performance for future periods.

In countries where the Group operates, the Group did benefit from specific programs that required the compliance with particular conditions, such as partial unemployment in France, Germany and Switzerland during the second quarter of 2020.

The Group has taken this situation into account in its estimates, notably those related to the non-current and current assets valuation, including goodwill (please refer to note 2.12).

The Group determined that the going concern assumption remains appropriate.

2 Significant accounting policies

2.1 Basis of consolidation 2.1.1 Subsidiaries Entities are fully consolidated if the Group has: • power over the investee; • exposure or rights to variable returns from its involvement with the investee; and • the ability to use its power to affect its returns.

The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. If the Group does not have a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

The Group considers all relevant facts and circumstances in assessing whether the Group’s voting rights in an investee are sufficient to give it power, including: • the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; • potential voting rights held by the Group;

F-25 Teads S.A.

• rights arising from other contractual arrangements; and • any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of income and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein.

Adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra group transactions, balances, income and expenses are eliminated in full in consolidation.

2.1.2 Joint arrangements In accordance with IFRS 11 Joint Arrangements, arrangements subject to joint control are classified as either a joint venture or a joint operation. The classification of a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Investment in which the Group is a joint operator recognizes its shares in the assets, liabilities, revenues and expenses.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Investment in which the Company is a joint venturer recognizes its interest in the joint venture in accordance with the equity method.

2.1.3 Associates Investments, over which the Company exercises significant influence, but not control, are accounted for under the equity method. Such investees are referred to as “associates” throughout these Consolidated Financial Statements.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over these policies. Associates are initially recognized at cost at acquisition date. The Consolidated Financial Statements include the Group’s share of income and expenses, from the date significant influence commences until the date that significant influence ceases.

The interest income and expenses recorded in the Consolidated Financial Statements on loans with associates have not been eliminated in the consolidated statement of income and therefore are still recorded in the Consolidated Financial Statements.

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2.2 Functional currency The presentation currency of the Consolidated Financial Statements is United States Dollar (USD). The functional currency, which is the currency that best reflects the economic environment in which the subsidiaries of the Group operate and conduct their transactions, is separately determined for the Group’s subsidiaries and associates and is used to measure their financial position and operating results.

Transactions in currencies other than the functional currency of a subsidiary are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are remeasured at the rates of exchange prevailing on the date of the consolidated statements of financial position and the related translation gains and losses are recognized in the consolidated statements of operations. Non-monetary items that are carried at cost are translated using the rate of exchange prevailing at the date of the transaction. Non-monetary items that are carried at fair value are translated using the exchange rate prevailing when the fair value was determined and the related translation gains and losses are reported in the consolidated statements of comprehensive income.

Upon consolidation, the results of operations of subsidiaries whose functional currency is other than the USD are translated into USD at the monthly average exchange rates and assets and liabilities are translated at the year-end exchange rates. Translation adjustments are recognized directly in other comprehensive income.

2.3 Revenue The Group sells space to display advertisements online to media agencies and advertisers, which the Group collectively refers to as its customers. The Group bills its customers when a user is exposed to an ad or clicks on it. The Group prices its advertising campaigns on a cost per thousand impressions (CPM) model or a cost per completed view (CPCV) model based on the number of completed video views or a cost per click (CPC) model based on the number of click or a cost per incremental visit (CPiV) based on the number of incremental visits generated by users on each advertising campaign. Revenue is shown net of value-added tax, returns, discounts and after eliminating intercompany sales within the entities.

The Group generates revenue either directly from its customers or indirectly via demand-side platforms (“DSPs”). Revenue generated directly from its customers can be either on a self-serve basis, where the customer logs into the buying interface and sets up and manages a campaign, or on a managed basis where Teads’ teams will log into the buying interface, set up and manage the campaign on behalf of the customers. In these situations, the Group uses master service agreements or purchase orders to establish the terms, conditions and detail the performance obligations. The customers are billed monthly or at the end of the advertising campaign for this service. For some managed services campaigns, the Group uses Insertion Orders (IOs), which represent a commitment to run an advertising campaign. The IOs specify the insertion dates, number of insertions in a period and specific product that is purchased.

Some of Teads’ customers prefer to use their DSP to access Teads’ platform. In this case, the customers log onto the DSP’s interface to set up and manage campaigns. Teads is integrated with the DSPs such that the DSP is accessing Teads’ advertising inventory as well as other solutions such as audience data. In these situations, the billing relationship is with the DSP and Teads has master service agreements with the DSPs and the Group bills them on a monthly basis.

The Group has also developed a self-serve solution for its publishers. The Group generates revenue from publishers who use the platform for the sale of advertising inventory that the publisher sells directly to its customers.

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Revenue recognition criteria The Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and determines revenue recognition using the following steps: • Identification of a contract with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the performance obligations are satisfied.

The Group is deemed to be the principal when it controls its services prior to being transferred to its customers. Indications of control include its responsibility for fulfilling service, inventory risk from purchases from its publishers and its pricing discretion. When the Group acts as the principal, revenue is presented on a gross basis.

The Group is deemed an agent when it does not control the services before they are transferred to buyers of the advertising inventory, which is the case when publishers sell the inventory directly to their customers. The Group does not control the advertising inventory and it does control the pricing. When the Group acts as the agent, revenue is presented on a net basis in the statement of profit and loss.

The Group records deferred revenues when cash payments are received or due in advance of its performance obligation, excluding any amounts presented as a receivable.

For some of its customers, the Group provides incentives in the form of cash or options to acquire additional services based on the customers achieving certain volumes or monetary thresholds, which are treated as variable consideration. Such incentives are generally recognized in revenue over time and the Group’s estimates are based on a combination of contractual agreements, historical award experience and the Group’s best judgment and are updated on a periodic basis. These discounts can range from 5% to 25% of the Group’s customers’ net spend.

Practical expedients Although the Group has three types of revenue streams, they all share the same nature, timing and uncertainties. The performance obligations of all three revenue streams are satisfied over time and they all are linked directly to the advertisement being done. The Group’s chief operating decision-maker (CODM) is not reviewing these different streams separately and therefore the Group has not disaggregated the revenue presentation by revenue stream but has shown the disaggregation by geography.

The Group does not adjust the promised amount of consideration for the effects of a significant financing component because at contract inception, the period between when the Group provides services to its clients and when its customers pay for the service will be one year or less.

2.4 Cost of revenue The Group’s cost of revenue primarily includes traffic acquisition costs and other cost of revenue: • Traffic acquisition costs: consist primarily of fees paid to third-party publishers or media owners and strategic partners that are directly related to a revenue-generating event. The Group pays these third- party publishers, media owners and strategic partners on cost-per-thousand-impressions basis. Traffic acquisition costs includes also some minimum guarantee contracts signed with premium publishers. It

F-28 Teads S.A.

allows the Group to have a direct and exclusive access to the inventory. Any related costs are recorded as cost of revenue for the minimum guarantee amount or, if higher, the real consumption. For a few contracts, the Group or the publisher has the opportunity to carry-forward commitments from a quarter to another one. If the publisher is not able to deliver the appropriate amount of ad opportunities, the Group pays a pro rata of the minimum guarantee. Thus, the carry-forward and the shortage of ad opportunities (if any) offer flexibility in the commitments. • Other cost of revenue includes expenses to third-party hosting fees, data purchased from third parties, insights cost and platform operation (salaries, bonuses and employee benefits).

2.5 Technology and development Technology and development expenses consist primarily of personnel costs, including salaries and bonuses, and employee benefit costs, allocated facilities costs, and professional services. Some of the technology and development costs meet the criteria for capitalization, as per IAS 38.

In addition, research tax credits are awarded to businesses by the French State to encourage them to carry out scientific and technical research. Businesses able to provide proof of expenditure that meets the criteria required (research spending located in France or, since January 1, 2005, within the European Union or another European Economic Area Member State which has entered into a tax agreement with France, including an administrative assistance clause) are entitled to a tax credit which may be used for paying the corporate income tax due for the year when expenses were incurred and the following three years or, may lead to repayment of its excess amount, if any.

In accordance with IAS 20, as income from the research tax credit relating to research costs and potentially development costs and subsidies does not meet the criteria for capitalization, it is recognized as and when the qualifying expenditures are incurred and credited against technology and development expenses.

2.6 Income tax Tax (expense or income) consists of current tax and deferred tax. Tax is recognized in profit or loss except when it relates to items that are recognized directly in equity.

Current tax refers to the estimated amount of tax due on the taxable profit for a period, determined using the tax rates adopted or virtually adopted as of the reporting date.

Deferred tax is calculated and recognized for each tax entity based on the temporary differences between the carrying amount of the assets and liabilities recognized and their corresponding tax base. The tax base depends on the tax rules in force in each of the countries concerned.

Deferred tax assets and liabilities are valued at the tax rates that are expected to apply for the year during which the asset will be realized or the liability settled, based on the tax rates adopted or virtually adopted as of the reporting date. The tax rates used depend on the timing of reversals of temporary differences, tax losses and other tax credits. The impact of a change in tax rate is recognized in profit or loss or in other comprehensive income, depending on the item it relates to.

Assets and liabilities are netted for each tax entity overseen by a single tax authority.

Deferred tax assets are only recognized when it is probable that the Group will have future taxable profits against which the unused tax losses may be utilized. Tax assets are generally not recognized for companies that have posted tax losses in the previous years. However, they may be recognized in cases when the probability of recovery is considered to be sufficient.

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Deferred taxes are recognized in the event of temporary differences between the value of the securities of equity affiliates and their tax value. Deferred taxes are calculated based on the expected future tax consequences (dividend pay-out rate or tax rate for capital gains on disposals).

2.7 Goodwill Goodwill recorded on the consolidated balance sheet represents: • the difference between the sum of the following elements:

O the consideration transferred;

O the amount of the non-controlling interest in the company acquired, determined by its share in the fair value of the identifiable net assets and liabilities acquired (partial goodwill method). Opting for the partial goodwill method, reviewed on a transaction-by-transaction basis, may be treated differently with future acquisitions (i.e., possibly opting for the full goodwill method);

O and, if the business combination is carried out in stages, the fair value on the acquisition date of the interest previously held by the Group, • and the net amount of identifiable assets acquired and liabilities assumed, measured at their fair value on the acquisition date.

When the difference between the consideration transferred and the fair value of the Group’s share in the identifiable assets acquired and identifiable contingent liabilities of the subsidiary acquired is negative, the difference is recognized directly in profit or loss.

Costs relating to business combinations are recognized as expenses when they arise.

Following its initial recognition, goodwill is tested for impairment at least once a year.

2.8 Intangible assets The intangible assets acquired by the Group are measured at their historical cost, after deducting accumulated amortization and any impairment charges.

Intangible assets other than goodwill primarily include the customer relationship valued in connection with the business combinations.

According to IAS 38, an intangible asset arising from development (or from the development phase of an internal project) shall be recognized if, and only if, an entity can demonstrate all of the following: a) the technical feasibility of completing the intangible asset so that it will be available for use or sale; b) its intention to complete the intangible asset and use or sell it; c) its ability to use or sell the intangible asset; d) how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and f) its ability to measure reliably the expenditure attributable to the intangible asset during its development.

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In accordance with this standard, the Company recognizes some of its technology and development costs as expenses. It is the Company’s view that the expenses incurred by the Group are intended to acquire new scientific knowledge and techniques and are recognized as expenses as soon as they are incurred unless they start to meet the capitalization criteria mentioned above.

Amortization is recognized so as to write off the cost or valuation less their residual values over their useful lives, using the straight-line method, on the following basis: Description Useful life Technology and development ...... 1to5years Customer relationships ...... 8years Other intangible assets ...... 1to5years

2.9 Right-of-use assets The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expenses in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

The Group determines the lease term as the non-cancelable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has the option, under some of its leases, to lease the assets for additional terms. The Group applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal.

After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). The Group includes the renewal period as part of the lease term for leases of

F-31 Teads S.A. technical sites due to the significance of these assets to its operations. The average lease term is three years and two months in 2020 (three years and five months in 2019).

2.10 Property, plant and equipment Property, plant and equipment are measured at their historical cost, after deducting accumulated depreciation and any impairment charges.

Maintenance and repair costs are recognized as expenses for the period in which they are incurred. Other subsequent expenditure relating to an item of property, plant and equipment is recognized as an asset when it increases the asset’s future economic benefits above its level of performance that had initially been defined. All other subsequent expenditure is recognized directly as expense when it arises.

Depreciation is recognized so as to write off the cost or valuation less their residual values over their useful lives, using the straight-line method, on the following basis:

Description Useful life Technical installations, equipment & tools ...... 3to10years Other property, plant and equipment ...... 3to10years

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

2.11 Financial assets Except for certain trade receivables, under IFRS 9, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

The classification is based on two criteria: the Group’s business model for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount outstanding (the ‘SPPI criterion’).

The classification and measurement of the Group’s debt financial assets are as follows: • Debt instruments at amortized cost for financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. This category includes the Group’s trade and other receivables, and loans included under balance sheet caption “Financial assets” (non-current and current portion). • Debt instruments at FVOCI, with gains or losses recycled to profit or loss on derecognition. The Group has no instrument in this new category.

Other financial assets are classified and subsequently measured as follows: • Equity instruments at FVOCI, with no recycling of gains or losses to profit or loss on derecognition. This category only includes equity instruments, which the Group intends to hold for the foreseeable future and which the Group has irrevocably elected to so classify upon initial recognition or transition. The Group classified its quoted and unquoted equity instruments as equity instruments at FVOCI. Equity instruments at FVOCI are not subject to an impairment assessment under IFRS 9. The Group has no instrument in this new category. • Financial assets at FVPL comprise derivative instruments. This category would also include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business

F-32 Teads S.A.

model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets at FVPL are stated at fair value, with any gains and losses arising on remeasurement recognized in the caption “Other Financial income and expense” in the income statement. The Group has no instrument in this new category.

Impairment of financial assets Under IFRS 9, accounting for impairment losses for financial assets is based on a forward-looking expected credit loss (“ECL”) approach. IFRS 9 requires the Group to record an allowance for ECLs for all loans and other debt financial assets not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate.

For trade and other receivables, the Group has applied the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group records provision for doubtful debt based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

2.12 Impairment of assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash- generating unit (“CGU”) for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

2.13 Cash and cash equivalents Cash and cash equivalents include liquid assets and short-term investments with a maturity of less than three months from the acquisition date and a negligible risk of fluctuation in value. As a result, this primarily concerns cash in hand and deposits.

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Short-term investments are measured at their market value at each reporting date. The gains or losses resulting from this measurement are recognized directly in profit or loss as income from cash and cash equivalents.

The restricted cash are classified under other current assets.

2.14 Measurement and recognition of financial liabilities Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities at amortized cost:

2.14.1 Financial liabilities at amortized cost These financial liabilities are measured at amortized cost calculated based on the effective interest rate method. The effective interest rate is the internal yield rate that exactly discounts future cash flows through the term of the financial liability. Fees, debt issuance and transaction costs are included in the calculation of the effective interest rate over the expected life of the instrument.

2.14.2 Financial liabilities measured at fair value through profit or loss (FVPL) Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as financial liabilities at FVPL if they are acquired for sale in the near term. Gains or losses on liabilities held for trading are recognized in profit or loss.

The Group assesses whether embedded derivatives are required to be bifurcated from host contracts when the Group first becomes party to the contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

The fair value of financial instruments that are traded in an active market is determined by reference to quoted market prices at the close of business on the balance sheet date. For financial instruments for which there is no active market, fair value is determined using valuation techniques. Such techniques include evaluation based on transactions that have been executed recently under market terms, reference to the current market value of another instrument, which is substantially the same, discounted cash flow analysis or other valuation models.

2.15 Provisions A provision is recognized in the statement of financial position when the Group has a present obligation (legal or contractual) as the result of a past event and it is expected that the use of economic resources will be required to settle the obligation and it is possible to reliably estimate it. Where the impact is significant, the provision is measured by discounting the forecasted future cash flows, using a pre-tax interest rate that reflects the expectations of the market in respect of the time frame of the money and in certain cases, the risks that are specific to the liability.

The following types of provisions are recorded in the Consolidated Financial Statements:

2.15.1 Claims A provision regarding claims is recognized when the Group has a present legal commitment or an implicit commitment resulting from a past event; when it is more likely than not that the Group will be required to expand

F-34 Teads S.A. economic resources to clear the commitment, when it is possible to estimate it reliably and when the effect of time is significant, the provision is measured according to the present value.

2.15.2 Onerous contracts Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

2.16 Liabilities for employment benefits 2.16.1 Retirement benefit costs and termination benefits Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement plans, the obligation of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Re-measurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

Defined benefit costs are categorized as follows: • service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); • net interest expense or income; and • re-measurement.

The Group presents the service cost and the net interest expense in profit or loss in the line item “Staff cost and employee benefit expenses” and “Other financial income and expenses” respectively. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.

2.16.2 Short-term and other long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

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Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

2.17 Critical accounting judgments and key sources of estimation uncertainty In the application of the Group’s accounting policies, which are described above, the Board of Directors of the Company is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not clear from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

2.17.1 Critical accounting judgments The following are the critical judgments, apart from those involving estimations (which are presented separately below), that the Board of Directors has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognized in the Consolidated Financial Statements.

Revenue recognition Judgment and estimates are made for presentation as net or gross revenues depending on whether the Group is acting as agent or principal.

2.17.2 Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year, are discussed below.

Deferred tax assets Deferred tax assets relate primarily to tax loss carried forwards and to deductible temporary differences between reported amounts and the tax bases of assets and liabilities. The assets relating to the tax loss carried forwards are recognized if it is probable that the Group will generate future taxable profits against which these tax losses can be set off. Evaluation of the Group’s capacity to utilize tax loss carried forward relies on significant judgment. The Group analyzes past events, and the positive and negative elements of certain economic factors that may affect its business in the foreseeable future to determine the probability of its future utilization of these tax losses carried forward.

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Determination of the right-of-use and lease liabilities The right-of-use and the lease liabilities are determined based on the lease term and the discount rate. • For the lease term, the Group determines the lease term as the non-cancelable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. • The discount rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

Use of Estimates The preparation of the Group’ Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amount of revenue and expenses during the period. The Group bases its estimates and assumptions on historical experience and other factors that it believes to be reasonable under the circumstances. The Group evaluates its estimates and assumptions on an ongoing basis. The Group’s actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with the Group’s transfer pricing policy and iii) recognition of income tax position in respect to tax reforms recently enacted in countries where the Group operates, (3) assumptions used in the valuation of right of use assets and lease liabilities.

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3 Consolidated entities

The 24 subsidiaries are all, directly or indirectly, controlled by the Company and consequently are all fully consolidated. The table below presents at each period’s end and for all entities included in the consolidation scope the following information: • Country of incorporation

Entities Country Details Parent company Teads S.A...... Luxembourg 2006 creation Subsidiaries Europe – Middle East – Africa (EMEA) Teads France SAS ...... France 2006 acquisition Teads Italia SRL ...... Italy 2010 acquisition Teads Ltd ...... Great Britain 2010 creation Teads Espana SLU ...... Spain 2011 creation Teads Deutschland Gmbh ...... Germany 2011 creation Teads Rus LLC ...... Russia 2015 creation Teads Schweiz Gmbh ...... Switzerland 2015 creation Teads Studio Ltd ...... Great Britain 2016 acquisition Teads Studio SRL ...... Romania 2016 acquisition Teads Mena SA(*) ...... Luxembourg 2019 acquisition Teads NL B.V...... Netherland 2019 creation Teads Middle East FZ-LLC ...... Dubai 2019 acquisition Teads SARL ...... Morocco 2019 acquisition North America Teads Inc...... United States 2012 creation Teads Canada Inc ...... Canada 2016 creation South America Teads Mexico SA de CV ...... Mexico 2014 creation Teads Brasil Solucoes Em Propaganda e Video Ltd ...... Brazil 2015 creation Teads Colombia SAS ...... Colombia 2015 creation Teads Argentina SA ...... Argentina 2015 creation Asia Pacific Teads Korea Ltd ...... Korea 2015 creation Teads Japan K.K...... Japan 2015 creation Teads Sing. Pte ...... Singapore 2016 creation Teads Hong Kong Limited ...... Hong Kong 2019 creation Teads Australia Pty Ltd ...... Australia 2019 creation

(*) In 2019, the Company acquired the control over Teads Mena SA (formerly called Buzzeff SA), which owned Teads Middle East FZ LLC and Teads SARL. The three entities were acquired at the same time through the holding company Teads Mena SA (formerly called Buzzeff SA). Teads Mena SA was previously an equity accounted investment. This resulted in a goodwill of USD 3,698. There has been no other acquisition, no disposal and no change in ownership compared to 2019.

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4 Goodwill

Change in goodwill from December 31, 2019 to December 31, 2020:

Exchange (in thousands of USD) 2019 adjustments 2020 Goodwill ...... 37,236 3,302 40,538

Change in goodwill from December 31, 2018 to December 31, 2019:

Exchange (in thousands of USD) 2018 Acquisition (*) adjustments 2019 Goodwill ...... 34,277 3,698 (739) 37,236

(*) please refer to note 3.

The Company aggregates its CGUs in one group-cash generating unit (“GCGU”), where the total amount of goodwill is allocated. Each year, the Company performs an impairment test to assess the recoverable amount of goodwill and no impairment has been identified.

The value in use of goodwill was determined using the following method: • Cash flow projections to 5 years, net of tax, based on mid-term budgets and business plans prepared by the Group’s entities and approved by management, are discounted; • Beyond these 5 years, perpetual cash flows are extrapolated using a perpetual growth rate applied to normative cash flow, which corresponds to cash flow in the last year of the mid-term business plan, adjusted if necessary for non-recurring items; • Cash flow discounting is performed using a rate that reflects current market assessments of the time value of money and the risks specific to the asset (or group of assets). This rate corresponds to the weighted average cost of capital (WACC), post-tax. By applying a post-tax discount rate to taxable cash flows, it is possible to determine similar recoverable amounts to those which would have been obtained if a pre-tax rate were applied to non-taxable cash flows.

The key assumptions used to estimate value in use are as follows:

Normative Weighted Growth rate to EBITDA margin average cost of determine to determine capital terminal value terminal value December 31, 2020 ...... 11.1% 1.25% 29.5%

The sensitivity of impairment tests was verified December 31, 2020 with regard to changes in the following three assumptions: • increase of 1 basis point in discount rate; • decrease of 1 basis point in perpetual growth rate; and • decrease of 5 basis point in the EBITDA margin used to calculate terminal value.

No impairment loss arises whether these changes are taken individually or in the aggregate.

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The test margin, which corresponds to the difference between value in use and the carrying amount, and the impacts of changes in the key assumptions used December 31, 2020 are as follows:

Sensitivity - EBITDA margin used to (In Sensitivity - Long term determine terminal thousands of Sensitivity - WACC growth rate reduced by value reduced by Combination of USD) Headroom increased by 1 point 1 point 5 points all three factors 1,380,756 (149,474) (101,708) (234,971) (512,514)

5 Intangible assets

Change in intangible assets from December 31, 2019 to December 31, 2020:

Exchange Other (In thousands of USD) 2019 Additions Disposals adjustments movements 2020 Gross values Technology and development expenses ...... 4,047 5,214 – 677 350 10,288 Concessions, patents, licenses .... 560 17 – 36 (212) 400 Customer relationships ...... 5,943 – – 527 – 6,470 Other intangible assets ...... 3,531 – (1) 193 (349) 3,374 Intangible assets in progress ...... 2,144 1,447 – 295 – 3,886 Total ...... 16,225 6,677 (1) 1,728 (212) 24,418

Amortization Technology and development expenses ...... (2,503) (2,431) – (350) (135) (5,420) Concessions, patents, licenses .... (204) (24) – (19) – (247) Customer relationships ...... (4,850) (276) – (450) – (5,577) Other intangible assets ...... (3,506) (77) 1 78 134 (3,371) Total ...... (11,063) (2,809) 1 (742) — (14,614)

Net carrying amounts Technology and development expenses ...... 1,544 2,782 – 327 215 4,868 Concessions, patents, licenses .... 357 (7) – 16 (212) 153 Customer relationships ...... 1,093 (276) – 77 – 893 Other intangible assets ...... 25 (77) – 271 (215) 3 Intangible assets in-progress ...... 2,144 1,447 – 295 – 3,886 Total ...... 5,162 3,868 — 986 (212) 9,804

The technology and development expenses are mainly composed by the software capitalization. Each year the Group performs a review of the eligible projects.

The customer relationships include the valuation of the customer portfolio of the past acquisitions.

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Change in intangible assets from December 31, 2018 to December 31, 2019:

New Exchange Others (In thousands of USD) 2018 Additions Disposals acquisitions adjustments movements 2019 Gross values Technology and development expenses ...... 2,707 1,305 – – 35 – 4,047 Concessions, patents, licenses ...... 398 165 – 3 (6) – 560 Customer relationships . . . 4,990 – – 1,071 (118) – 5,943 Other intangible assets . . . 3,155 381 (1) – (6) 2 3,531 Intangible assets in progress ...... – 2,137 – – 7 – 2,144 Total ...... 11,250 3,988 (1) 1,074 (87) 2 16,225

Amortization Technology and development expenses ...... (1,879) (611) – – (13) – (2,503) Concessions, patents, licenses ...... (170) (37) – – 4 – (204) Customer relationships . . . (4,270) (661) – – 81 – (4,850) Other intangible assets . . . (2,758) (756) 1 – 8 (2) (3,506) Intangible assets in process ...... – – – – – – – Total ...... (9,077) (2,065) 1 — 80 (2) (11,063)

Net carrying amounts Technology and development expenses ...... 828 694 – – 22 – 1,544 Concessions, patents, licenses ...... 228 128 – 3 (2) – 357 Customer relationships . . . 720 (661) – 1,071 (37) – 1,093 Other intangible assets . . . 397 (375) – – 2 – 25 Intangible assets in-progress ...... – 2,137 – – 7 – 2,144 Total ...... 2,173 1,923 — 1,074 (8) — 5,162

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6 Right-of-use and lease liabilities

Change in right-of-use assets from December 31, 2020 to December 31, 2019:

Exchange Other (In thousands of USD) 2019 Additions Disposals adjustments movements 2020 Gross values Buildings ...... 26,410 6,200 (181) 595 (242) 32,782 General equipment, fixtures and fittings ...... – 73 – 5 – 79 Total ...... 26,410 6,273 (181) 600 (242) 32,861 Amortization & Depreciation Buildings ...... (3,776) (5,394) 181 (281) (71) (9,340) General equipment, fixtures and fittings ...... – (25) – (2) – (26) Total ...... (3,776) (5,418) 181 (283) (71) (9,367) Net carrying amounts Buildings ...... 22,634 806 – 314 (313) 23,442 General equipment, fixtures and fittings ...... – 49 – 4 – 52 Total ...... 22,634 855 — 317 (313) 23,494

Information regarding lease liabilities:

Other Exchange (in thousands of USD) 2019 Additions Payments movements adjustments 2020 Non current lease liabilities ...... 20,900 6,163 (53) (5,773) 220 21,458 Current lease liabilities ...... 2,809 110 (4,456) 5,460 122 4,045 Total ...... 23,710 6,273 (4,509) (313) 342 25,503

The interest expenses were USD 1,513 and USD 1,430, in 2019 and 2020, respectively.

The incremental borrowing rate was 6% in 2020.

There is no expense related to variable lease payments.

Change in right-of-use assets from December 31, 2018 to December 31, 2019:

First adoption Exchange (In thousands of USD) 2018 IFRS 16 Additions Disposals adjustments 2019 Gross values Buildings ...... – 23,816 2,763 (383) 215 26,410 Total ...... — 23,816 2,763 (383) 215 26,410 Amortization & Depreciation Buildings ...... – – (4,126) 383 (33) (3,776) Total ...... — — (4,126) 383 (33) (3,776) Net carrying amounts Buildings ...... – 23,816 (1,363) – 182 22,634 Total ...... — 23,816 (1,363) — 182 22,634

F-42 Teads S.A.

Other information regarding lease liabilities:

First adoption Other Exchange (in thousands of USD) 2018 IFRS 16 Additions Payments movements adjustments 2019 Non current lease liabilities ...... – 21,011 2,736 – (3,003) 157 20,900 Current lease liabilities ...... – 2,699 27 (2,949) 3,003 29 2,809 Total ...... — 23,709 2,763 (2,949) — 186 23,710

The Group adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of January 1, 2019. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application.

Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases that it is the lessee. The Group recognized lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. The standard provides specific transition requirements and practical expedients, which have been applied by the Group: • Right-of-use assets are reported separately in the statement of financial position; • The recognition, measurement and disclosure requirements of IFRS 16 are also applied to short-term leases and leases of low-value assets; • Calculate outstanding liability for existing operating leases using the incremental borrowing rate at date of transition; • IFRS 16 is not applied to leases for intangible assets.

First adoption (In thousands of USD) IFRS 16 Right-of-use assets ...... 23,816 Lease liabilities ...... (23,709) Others ...... (107)

7 Property, plant and equipment

Change in property, plant and equipment from December 31, 2019 to December 31, 2020:

Exchange Other (In thousands of USD) 2019 Additions Disposals adjustments movements 2020 Gross values Technical installations, equipment & tools ...... 1,059 47 – 75 – 1,181 General equipment, fixtures and fittings ...... 9,796 1,139 (140) 490 205 11,490 Property, plant and equipment under construction ...... 969 – – 86 – 1,055 Total ...... 11,824 1,186 (140) 651 205 13,726

F-43 Teads S.A.

Exchange Other (In thousands of USD) 2019 Additions Disposals adjustments movements 2020 Amortization & Depreciation Technical installations, equipment & tools ...... (957) (66) – (73) – (1,096) General equipment, fixtures and fittings ...... (4,886) (1,476) 364 (287) 7 (6,278) Total ...... (5,843) (1,542) 364 (360) 7 (7,375)

Net carrying amounts Technical installations, equipment & tools ...... 102 (19) – 2 – 85 General equipment, fixtures and fittings ...... 4,910 (337) 224 203 212 5,212 Property, plant and equipment under construction ...... 969 – – 86 – 1,055 Total ...... 5,980 (356) 224 291 212 6,352

Change in property, plant and equipment from December 31, 2018 to December 31, 2019:

New Exchange Others (In thousands of USD) 2018 Additions Disposals acquisition adjustments movements 2019 Gross values Technical installations, equipment & tools . . 1,000 55 – 3 – – 1,059 General equipment, fixtures and fittings ...... 6,287 3,413 (7) 92 (54) 64 9,796 Property, plant and equipment under construction ...... 44 966 – – 1 (42) 969 Total ...... 7,331 4,434 (7) 95 (52) 22 11,824 Amortization & Depreciation Technical installations, equipment & tools . . (890) (71) – – 3 – (957) General equipment, fixtures and fittings ...... (3,763) (1,103) 7 (40) 34 (22) (4,886) Total ...... (4,653) (1,174) 7 (40) 37 (22) (5,843)

F-44 Teads S.A.

New Exchange Others (In thousands of USD) 2018 Additions Disposals acquisition adjustments movements 2019 Net carrying amounts Technical installations, equipment & tools .... 110 (15) – 3 4 – 102 General equipment, fixtures and fittings . . . 2,524 2,310 – 52 (19) 43 4,910 Property, plant and equipment under construction ...... 44 966 – – 1 (42) 969 Total ...... 2,678 3,261 — 55 (14) — 5,980

The Group does not have any property, plant and equipment with restrictions or pledged.

8 Other non-current assets

Other non-current assets can be broken down as follows:

Exchange Other (In thousands of USD) 2019 Additions Disposals adjustments movements 2020 Amounts owed by sole shareholder ...... 91,170 62,688 (91) 11,554 1,797 167,118 Loans, security deposits and other receivables ...... 2,416 130 (161) 92 (5) 2,472 Total ...... 93,586 62,818 (252) 11,646 1,792 169,590

Change in non-current assets from December 31, 2018 to December 31, 2019:

New Exchange Other (In thousands of USD) 2018 Additions Disposals acquisition adjustments movements 2019 Equity interest ...... 276 – – (270) (6) – – Other receivables related to investments ...... 60,532 31,527 – – (889) – 91,170 Loans, security deposits and other receivables ...... 2,250 493 (388) 54 7 – 2,416 Total ...... 63,058 32,020 (388) (216) (888) – 93,586

• For new acquisition, please refer to note 3. • For amounts owed by the sole shareholder (please refer to note 21): there are contractually no payment terms or conditions included in the cash management agreement covering the amounts owed by the sole shareholder. All these amounts will be set off as part of the corporate reorganization disclosed in note 24. This represents the advances payments made to Altice Teads S.A., under a cash management agreement. These amounts have been classified as non-current assets as Teads’ management does not expect to require the repayment of the advances within twelve months after the reporting date.

The Group assesses the ECL of the non-current assets. The expected credit losses on these financial assets are estimated based on the Group’s historical credit loss experience, adjusted for factors that are specific to the shareholders and general economic conditions.

F-45 Teads S.A.

ECL represents the expected credit losses that will result from all possible default events over the expected life of the non-current assets.

Management has concluded that there is no material impact of ECL on the value recorded in the Consolidated Financial Statements.

9 Trade receivables

(In thousands of USD) 2020 2019 Trade receivables – gross value ...... 255,371 211,453 Trade receivables – impairment ...... (5,333) (4,973) TOTAL ...... 250,038 206,480

The trade receivables held by the Group primarily include operating receivables due in less than one year. They are subject to business seasonality, and revenue for the final quarter can represent more than 35% of full- year revenues.

The Group always measures the loss allowance for trade receivables at an amount equal to 12 months expected credit losses. The expected credit losses on trade receivables are estimated using a past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has recognized a loss allowance of 100% against all receivables over 270 days past due because historical experience has indicated that these receivables are generally not recoverable. There has been no change in the estimation techniques during the current reporting period, nor any material change in the loss allowance.

The amount charged to allowance for doubtful accounts for the year ended December 31, 2020 was USD 1,504 (USD 1,711 for the year ended December 31, 2019 ).

(In thousands of USD) Not due Overdue 0 - 30 days 30 - 60 days 60 - 90 days + 90 days Total Trade receivables - 2020 ...... 157,496 32,328 28,663 7,201 24,349 250,038 Expected credit loss rate ...... 0% 0% 0% 0% 18% Trade receivables - 2019 ...... 146,255 21,849 12,631 8,459 17,286 206,480 Expected credit loss rate ...... 0% 0% 0% 0% 22%

The Group writes off accounts receivable balances once the receivables are no longer deemed collectible.

10 Other current assets

Other current assets can be broken down as follows:

(In thousands of USD) 2020 2019 Business taxes receivables ...... 15,067 8,962 Account payables ...... 486 120 Prepayments ...... 3,108 8,597 Tax credits ...... 2,581 1,693 Other current assets ...... 5,401 7,386 Restricted cash ...... 160 101 TOTAL ...... 26,803 26,859

F-46 Teads S.A.

The business taxes receivables are mainly composed of VAT or other sales tax across the countries.

11 Cash and cash equivalents

Cash and cash equivalents consisted of the following: (In thousands of USD) 2020 2019 Short-term deposits with a maturity of three months or less . . 1,761 553 Cash available ...... 56,629 20,398 CASH AND CASH EQUIVALENTS ...... 58,390 20,951

12 Equity attributable to owner of the Company

12.1 Issued capital At December 31, 2020, the share capital comprised 500,131 fully paid-up ordinary and preference shares, with a par value of €25, representing €12,503 k (USD 17,379). At December 31, 2020, the share premium was €88,076 k (USD 115,691), which was the result of various capital increases and acquisitions since the creation of the Company.

The issued equity is represented by 315,139 ordinary shares divided into 286,698 class A ordinary shares and 28,441 class C ordinary shares; 184,992 preference shares divided into 62,320 class A preference shares (including 46,070 class A1 preference shares and 16,250 class 2 preference shares); 59,202 class B preference shares (including 40,917 class B1 preference shares and 18,285 class B2 preference shares); 20,535 class C preference shares and 42,935 class D preference shares.

For the purpose of the Group’s capital management, capital includes issued capital, preference shares, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximize the shareholder value.

Ordinary shares: Ordinary shares are divided into two classes: Class A ordinary shares and Class C ordinary shares. Ordinary shareholders are entitled to propose a list of candidates for the election of six (6) directors.

Preference shares: Preference shares are divided into four classes: Class A preference shares, Class B preference shares, Class C preference shares, Class D preference shares. The holders of preference shares will have the same voting rights as the holders of ordinary shares. Each holder of preference shares will have one vote for each preference share. The holders of Class A, B and C preference shares are entitled to have one (1) director for each class.

All shares were bought by Altice Teads S.A. on June 22, 2017.

Warrants: Warrants have been issued since the Company’ inception, entitling their holder to subscribe to a total of 136,662 class A shares. All warrants were bought by Altice Teads S.A. on June 22, 2017.

12.2 Dividends No dividend payments were made in the financial years ended December 31, 2020 and December 31, 2019.

F-47 Teads S.A.

12.3 Earnings per share Basic earnings per share (“EPS”)

(in thousands of USD) 2020 2019 Reported earnings ...... 111,508 55,269 Weighted average shares used in basic EPS calculation (k) .... 500.1 500.1 Reported EPS ...... 222.97 110.52

Diluted EPS

The reconciliation of the weighted average shares can be demonstrated, as follows:

(In thousands of shares) 2020 2019 Weighted average number of shares for basic EPS (k) ...... 500.1 500.1 Effect of dilutive potential shares: Warrants ...... 136.7 136.7 Weighted average number of shares for diluted EPS ...... 636.8 636.8

Therefore, the calculation of the diluted EPS can be demonstrated, as follows:

(in thousands of USD) 2020 2019 Diluted reported earnings ...... 111,508 55,269 Weighted average shares used in diluted EPS calculation (k) . . 636.8 636.8 Diluted reported EPS ...... 175.12 86.80

13 Non current provisions

Non-current provisions can be broken down as follows:

Exchange (In thousands of USD) 2019 Additions Reversals adjustments 2020 Provisions for pensions ...... 983 422 – 118 1,522 Provisions for litigations ...... 168 381 – 12 561 TOTAL ...... 1,151 803 — 130 2,084

The changes from the previous year were as follows:

Exchange (In thousands of USD) 2018 Additions Reversals adjustments 2019 Provisions for pensions ...... 683 312 – (12) 983 Provisions for litigations ...... 172 – – (3) 168 TOTAL ...... 855 312 — (16) 1,151

Provisions for pensions

Assumption used for measuring retirement benefits: Provisions at Teads France SAS are calculated on an actuarial basis, taking into account the length of service and compensation of the beneficiaries before retirement age (65 years).

F-48 Teads S.A.

The actuarial assumptions, taking length of service into account, for measuring the plan for 2020 are as follows:

O Discount rate: 0.35% (0.77% in 2019). Source: taux Iboxx € Corporates AA 10+ at December 31, 2020,

O Rate of future wage and salary increases: 3.00% (3.00% in 2019).

The expense for the year for these supplementary benefits is included under cost of revenue, technology and development expenses, sales and marketing expenses and, general and administrative expenses in the statement of operations. Furthermore, in light of the laws and regulations in force for the non-French subsidiaries, no provisions for pensions and retirement benefits are calculated for these companies.

14 Financial debt

14.1 Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows will be classified in the Company’s consolidated statement of cash flows from financing activities.

Other Exchange (in thousands of USD) 2019 Additions Payments movements adjustments 2020 Other loans and similar debts ...... 5 519 (40) 35 (500) 19 Lease liabilities ...... 20,900 6,163 (53) (5,773) 220 21,458 NON-CURRENT ...... 20,905 6,682 (92) (5,738) (280) 21,477 Bank loans (cash liability) ...... 525 – (293) – – 233 Accrued interest not due – liability . . . 14 – (5) – 1 10 Other loans and similar debts < 1 year ...... 40 – – (40) 1 – Lease liabilities ...... 2,809 110 (4,456) 5,460 122 4,045 CURRENT ...... 3,389 110 (4,754) 5,420 123 4,288

The changes from the previous year were as follows:

First adoption New Other Exchange (in thousands of USD) 2018 IFRS 16 acquisitions Additions Payments movements adjustments 2019 Other loans and similar debts ...... – – 288 250 (892) – 358 5 Lease liabilities ...... – 21,011 – 2,736 – (3,003) 157 20,900 NON-CURRENT ...... — 21,011 288 2,986 (892) (3,003) 516 20,905 Bank loans (cash liability) .... 18 – – 507 – – – 525 Accrued interest not due – liability ...... 8 – 65 – (58) – – 14 Other loans and similar debts < 1 year ...... – – – 40 – – – 40 Lease liabilities ...... – 2,699 – 27 (2,949) 3,003 29 2,809 CURRENT ...... 27 2,699 65 574 (3,007) 3,003 29 3,389

F-49 Teads S.A.

14.2 Borrowings by maturity Less than one Between 1 year (In thousands of USD) 2020 year and 5 years More than 5 years Lease liabilities ...... 25,503 4,045 21,458 – Current bank loans and overdrafts ...... 243 243 – – Other loans and similar debts ..... 19 – 19 – TOTAL ...... 25,765 4,288 21,477 —

Maturity from the previous year was as follows:

Less than one Between 1 year (In thousands of USD) 2019 year and 5 years More than 5 years Lease liabilities ...... 23,710 2,809 20,900 – Current bank loans and overdrafts ...... 540 540 – – Other loans and similar debts ..... 45 – 45 – TOTAL ...... 24,294 3,349 20,945 —

14.3 Borrowings by type of rate and currency (In thousands of USD) 2020 Euro USD Pound Sterling Other Lease liabilities ...... 25,503 2,182 17,543 3,639 2,139 Current bank loans and overdrafts ...... 243 55 188 – – Other loans and similar debts ...... 19 19 – – – TOTAL ...... 25,765 2,256 17,731 3,639 2,139

(In thousands of USD) 2020 Fixed rate Variable rate Lease liabilities ...... 25,503 25,503 – Current bank loans and overdrafts ...... 243 – 243 Other loans and similar debts ...... 19 19 19 TOTAL ...... 25,765 25,522 262

15 Other current liabilities

(In thousands of USD) 2020 2019 Earn out payable ...... 7,497 – Social-security liabilities ...... 19,911 25,179 VAT and other tax liabilities ...... 22,761 9,658 Other liabilities ...... 4,277 3,407 TOTAL ...... 54,446 38,243

F-50 Teads S.A.

16 Categories and fair value of financial assets and liabilities

At December 31, 2020, the principles for measuring financial instruments and their market value were as follows. Due to the current nature of the balances, fair value approximates amortized cost:

Carrying Amortized (in thousands of USD) amount cost Non-current assets Financial assets ...... 169,590 169,590 Current assets Trade receivables ...... 250,038 250,038 Other receivables ...... 26,803 26,803 Cash and cash equivalents ...... 58,390 58,390 504,821 504,821 Non-current liabilities Non-current lease liabilities ...... 21,458 21,458 Long term borrowings ...... 19 19 Current liabilities Trade payables ...... 135,664 135,664 Current lease liabilities ...... 4,045 4,045 Short term borrowings ...... 243 243 161,429 161,429

At December 31, 2019, the principles for measuring financial instruments and their market value were as follows. Due to the current nature of the balances, fair value approximates amortized cost.

Carrying Amortized (in thousands of USD) amount cost Non-current assets Financial assets ...... 93,586 93,586 Current assets Trade receivables ...... 206,480 206,480 Other receivables ...... 26,859 26,859 Cash and cash equivalents ...... 20,951 20,951 347,877 347,877 Non-current liabilities Non-current lease liabilities ...... 20,900 20,900 Long term borrowings ...... 5 5 Current liabilities Trade payables ...... 118,295 118,295 Current lease liabilities ...... 2,809 2,809 Short term borrowings ...... 580 580 142,589 142,589

F-51 Teads S.A.

17 Segment Information

Reportable segments

Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Group for which separate financial information is available that is evaluated regularly by the Group’s chief operating decision-maker in deciding how to allocate resources and assessing performance.

The Group’s chief operating decision-maker (CODM) is the Executive Chairman, the CEO, the CFO and Altice’s management. The CODM reviews consolidated data for revenue and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, restructuring costs, and deal costs) for the purposes of allocating resources and evaluating financial performance.

The Group has concluded that its operations constitute one operating and reportable segment. Geographical information

The Group’s revenue from external customers and information about its segment assets (non-current assets excluding financial instruments, deferred tax assets and other financial assets) by geographical location detailed below: Revenue from external Non-current (In thousands of USD) customers assets 2020 2019 2020 2019 North America ...... 216,549 195,396 33,742 19,863 United States of America ...... 204,291 185,513 33,085 19,497 Other countries ...... 12,258 9,884 657 366 EMEA (Europe Middle East Africa) ...... 251,746 236,740 214,668 144,795 United Kingdom ...... 70,346 67,201 7,148 7,554 France ...... 73,803 75,884 186,772 118,482 Germany ...... 27,177 22,513 326 468 Switzerland ...... 29,281 23,145 646 679 Italy ...... 23,331 21,138 6,385 4,638 Spain ...... 15,960 18,082 2,416 2,354 Other countries ...... 11,848 8,777 10,975 10,621 South America ...... 34,312 38,392 311 224 Asia Pacific ...... 37,667 38,984 5,146 2,782 TOTAL ...... 540,273 509,513 253,867 167,665

Information about major customers

Large customers who spend more than USD 1 million annually with the Group represent a significant portion of the Group’ revenue, contributing approximately 59% to total revenue in the year ended December 31, 2020.

18 Contingent consideration

The Other expenses are composed by the additional amount paid in relation to the 2019 acquisition of Teads Mena SA (formerly Buzzeff SA) (earnout). The cash out is expected in 2Q21.

F-52 Teads S.A.

19 Financial (cost) income

The breakdown of financial (cost) income is presented in the following table:

(In thousands of USD) 2020 2019 Interest expense on loans ...... – (19) Interest expenses on lease liabilities ...... (1,430) (1,513) Net cost of borrowing ...... (1,430) (1,532) Foreign exchange gains ...... 13,446 8,740 Foreign exchange losses ...... (20,757) (8,361) Other financial income and (expenses) ...... 218 1,703 Other financial income and (expenses) ...... (7,093) 2,082 TOTAL NET FINANCIAL INCOME ...... (8,523) 550

20 Corporate income tax

20.1 Analysis of the tax expense The tax expense for financial year ended December 31, 2019 and 2020 mainly consisted of the following:

(In thousands of USD) 2020 2019 Current tax for the period ...... (47,225) (26,970) Tax deferred due to temporary differences ...... 702 485 TOTAL ...... (46,523) (26,485)

20.2 Reconciliation of theoretical tax and effective tax

(In thousands of USD) 2020 2019 Profit for the year ...... 111,513 55,270 Tax expense [(-) charges / (+) income] ...... (46,523) (26,485) Profit before tax ...... 158,036 81,755 Theoretical tax rate ...... 25.00% 26.01% Theoretical tax ...... (39,509) (21,265) Reconciliation: Permanent differences ...... (8,396) (7,151) Unrecognized deferred tax assets ...... (823) – Use of tax losses ...... 25 (878) Tax losses created during the year ...... (1,200) (25) Effect of different tax rate used between parent company and its subsidiaries ...... 3,379 2,833 Effective tax recognized ...... (46,523) (26,485)

The theoretical tax rate is the rate applied in Luxembourg for the Company. It changed between 2019 and 2020 in line with the local tax law.

F-53 Teads S.A.

20.3 Principal deferred tax assets and liabilities Assets Liabilities Impact on Impact on Impact on Impact on (In thousands of USD) 2020 2019 reserves earnings 2020 2019 reserves earnings Provisions for pension ...... 269 426 (275) 118 – – – – Technologies, platforms and customer relationships ...... – – – – 118 216 – (98) Deferred tax limitation ...... (1,788) (859) 135 (1,065) – – – – Deferred tax for others adjustments ...... (1,552) (661) 432 (1,323) 38 224 6 (192) Temporary differences ...... 5,444 3,006 98 2,340 – – – – DEFERRED TAX ...... 2,373 1,913 390 70 155 440 6 (290) Offset by tax entity ...... (2) (243) – 242 (2) (243) – 242 DEFERRED TAX AFTER OFFSET ...... 2,371 1,670 390 312 154 197 6 (49) Social deferred tax ...... 1,718 1,392 (16) 342 – – – – TOTAL DEFERRED TAX .... 4,089 3,062 374 654 154 197 6 (49)

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any. The amount of unused tax losses for which no deferred tax asset is recognized is USD 15,303. The Group does not believe that the unrecognized deferred tax losses can be used given the Group’s current structure, but the Group will continue exploring opportunities to offset these against any future profits that the Company or its subsidiaries may generate.

21 Transactions with related parties

21.1 Transactions with associates (In thousands of USD) 2020 2019 Amounts owed by sole shareholder ...... 167,026 91,162 Altice Teads S.A...... 167,026 91,162 Trade accounts receivables ...... 6,299 4,087 SFR S.A...... 763 1,072 MEO - Servic¸os de Comunicac¸oes e Multimedia, S.A...... 355 463 a4 Media, LLC ...... 5,181 2,553 Trade accounts payables ...... (1,727) (736) NextMedia Solutions S.A.S ...... (206) (359) MEO - Servic¸os de Comunicac¸oes e Multimedia, S.A...... (282) (328) a4 Media, LLC ...... (1,239) (49) Revenue ...... 25,340 19,437 SFR S.A...... 1,698 1,711 MEO - Servic¸os de Comunicac¸oes e Multimedia, S.A...... 1,009 1,166 a4 Media, LLC ...... 22,632 16,560 Operating expenses ...... (6,454) (7,192) NextMedia Solutions S.A.S ...... (1,326) (1,895) MEO - Servic¸os de Comunicac¸oes e Multimedia, S.A...... (527) (485) a4 Media, LLC ...... (4,601) (4,812)

F-54 Teads S.A.

On April 1, 2018, Teads France S.A.S, Teads Ltd., Teads Inc., Teads Italia S.r.l. and Teads Espana SLU signed a cash management agreement with Altice Teads S.A. to establish a cash management system to avoid retaining costly financial fixed assets and to promote the coordinated and optimal use of surplus cash or to cover cash requirements globally among themselves for an unlimited period of time. Teads S.A., Teads Japan K.K. and Teads Deutschland Gmbh subsequently adhered to this cash management agreement. For the years ended December 31, 2020 and December 31, 2019, the amounts lent to Altice Teads S.A. by the Teads S.A. subsidiaries were USD 64 million and USD 32 million, respectively.

Teads Inc. has a partnership with a4 Media, LLC for the U.S., acting as an agent in the U.S. and Teads Espana SLU has an agreement with MEO – Servic¸os de Comunicac¸oes e Multimedia, S.A. covering the Portuguese market. SFR S.A. has been and continues to be a customer of Teads France S.A.S.

Teads France S.A.S. signed minimum guarantee contracts with several Altice group entities in 2019 (including Next Media Solutions S.A.S., Groupe L’Express S.A. and Libération SARL) and in 2020 (including Next Media Solutions S.A.S.).

21.2 Management compensation Short-term compensation consists of payments to the following persons referenced as key persons: Pierre Chappaz and Bertrand Quesada.

The amounts stated below include fixed salary and quarterly bonuses (based on Group performance). In 2020, they benefited from retention bonuses (provided for in the Share Purchase Agreement with Altice in 2017). The retention bonuses explain the difference between the two periods.

(In thousands of USD) 2020 2019 Short-term compensation ...... 3,391 1,403 Long-term compensation ...... – – Variable remuneration ...... – – TOTAL ...... 3,391 1,403

22 Commitments given

The Group signed contracts with premium publishers with commitment to have access to their inventory in 2021 and 2022. The total committed amount reached USD 102,086 as of December 31, 2020.

23 Financial risk management

The Group’s risk management policy aims to identify and analyze the risks facing the Group, in addition to defining the limits for risks and the controls to be applied, managing the risks and ensuring compliance with the limits defined. The risk management policy and systems are reviewed on a regular basis in order to take into account changes in market conditions and the Group’s activities. Through its management and training procedures and guidelines, the Group seeks to develop a thorough and constructive control environment within which all personnel have a good understanding of their roles and obligations.

Interest rate risk Through its cash management agreement with the Altice Group, the Group had variable interest rates (Eonia and overnight USD Libor rates) recorded in financial (cost) income.

F-55 Teads S.A.

Foreign exchange risk This risk is linked to the Group’s activities outside of the euro zone, which increased significantly within two years with the development of the North and South American, and Asia businesses. In addition to the international expansion, the development of the programmatic business (booked in France) increased the exposure with the USD currency.

No hedging was in place in 2019 and 2020.

At December 31, 2020:

O 28% of the balance sheet total was denominated in a currency other than the euro (27% in 2019);

O 33% of the total revenue was denominated in a currency other than the euro (27% in 2019).

Liquidity risk The Group’s liquidity risk lies in the financing for its future requirements (projects resulting from the development activity and the Group’s general requirements). In this way, the liquidity risk is the risk of the Group being unable to meet its obligations when they fall due or under normal conditions. The management team manages the Group’s liquidity based on cash-flow forecasts, with its cash and cash equivalents held in first-rate regulated European financial institutions.

Credit risk Credit risk refers to the risk of a financial loss for the Group in the event of a customer or counterparty for a financial instrument failing to fulfill its contractual obligations.

The Group has set a policy to quantify and manage counterparty risk. This management policy, centralized at the head office level for all of the Group’s entities, focuses on three main areas: risk of non-payment, risk of third parties not meeting their contractual commitments to the Group and risk relating to cash flow and financing.

The Group reviews the recoverable amount of each trade receivable on an individual basis at the end of the reporting period to ensure that adequate loss allowance is made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Capital risk The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern so it can continue to provide returns for its investors, and maintain an optimal capital structure to reduce the cost of capital.

24 Post-balance sheet events

Pursuant to the terms of a corporate reorganization that will be completed prior to the closing of the initial public offering, all issued and outstanding shares in the Company will be contributed and transferred to Teads B.V. in exchange for newly issued Class A shares and Class B shares of Teads B.V. and a vendor note and, as a result, the Company will become a wholly-owned subsidiary of Teads B.V.

F-56 38,500,000 Shares

Class A common shares

PROSPECTUS

Goldman Sachs Morgan Stanley J.P. Morgan BNP PARIBAS Citigroup JMP Securities Raymond James William Blair

, 2021

Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. PART II

Information Not Required in Prospectus

Item 6. Indemnification of Directors and Officers. Our articles of association provide that each director as well as each former director will be reimbursed for (i) reasonable costs of conducting a defence against claims resulting from an act or omission in performing his/her duties or performing other duties that the Company asked him/her to fulfil, (ii) any compensation or financial penalties he/she owes as a result of such act or omission, (iii) any amounts he/she owes under settlements he/she has reasonably entered into in connection with such act or omission, (iv) reasonable costs of other proceedings in which he/she as current or former director is involved and (v) tax damage due to a reimbursement. A director or former director is not entitled to reimbursement if (i) it has been established in a final and non-appealable decision of the competent court, or in the event of arbitration, of an arbitrator, that his/ her act or omission can be described as deliberate (opzettelijk), wilfully reckless (bewust roekeloos) or seriously culpable, (ii) the costs or financial losses are covered by an insurance policy and the insurer has paid out these costs or financial losses or (iii) he/she failed to notify the Company as soon as possible of the costs or financial losses or of the circumstances that could lead to the costs or financial losses.

Item 7. Recent Sales of Unregistered Securities. Not Applicable

Item 8. Exhibits and Financial Statement Schedules. (a) Exhibits. See the Exhibit Index attached to this registration statement, which is incorporated by reference herein. (b) Financial Statement Schedules. None.

Item 9. Undertakings. In the event that a claim for indemnification against liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that: 1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. 2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-1 EXHIBIT INDEX

Exhibit Number Exhibit Description

1.1 Form of Underwriting Agreement 3.1 Form of Articles of Association of Teads N.V. 4.1† Specimen Share Certificate 4.2 Form of Registration Rights Agreement 5.1 Opinion of De Brauw Blackstone Westbroek as to the validity of the Class A Shares 10.1 Teads N.V. Remuneration Policy for Executive and Non-Executive Directors 10.2 Teads N.V. 2021 Stock Option Plan 16.1** Letter from Deloitte Audit S.a` r.l., dated July 6, 2021, regarding the change in independent registered accounting firm 21.1 List of Subsidiaries of Teads S.A. (to be a subsidiary of Teads N.V. following the closing of this offering) 23.1 Consent of Deloitte Audit S.a` r.l. 23.2 Consent of Deloitte Audit S.a` r.l. 23.3 Consent of De Brauw Blackstone Westbroek (included in Exhibit 5.1) 24.1** Power of Attorney (included on signature page) 99.1 Consent of Jurgen van Breukelen pursuant to Rule 438 99.2 Consent of Mark Mullen pursuant to Rule 438 99.3 Consent of Raymond Svider pursuant to Rule 438

** Previously filed † Class A Shares of the Company will be in an uncertificated form. Therefore, the Company is not filing a specimen certificate evidencing Class A Shares.

II-2 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the United Kingdom, on July 21, 2021.

By: /s/ Bertrand Quesada

Name: Bertrand Quesada

Title: Co-Founder & Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Bertrand Quesada Co-Founder, Director, Chief July 21, 2021 Bertrand Quesada Executive Officer and Principal executive officer /s/ Caroline Barbery Principal Financial Officer and July 21, 2021 Caroline Barbery Principal Accounting Officer * President and Director July 21, 2021 David Drahi * Director July 21, 2021 Graziella Drahi * Director July 21, 2021 Dexter Goei * Vice-President and Director July 21, 2021 Malo Corbin * Director July 21, 2021 Natacha Marty * Director July 21, 2021 Tal Granot-Goldstein * Founder and Director July 21, 2021 Pierre Chappaz

* By: /s/ Caroline Barbery Caroline Barbery Attorney-in-fact

II-3 Signature of Authorized U.S. Representative of Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Teads N.V., has signed this Registration Statement on July 21, 2021.

By: /s/ Armando Gil Name: Armando Gil

Title: Chief Financial Officer, North America, Teads

II-4 Exhibit 1.1

Underwriting Agreement

July [•], 2021

Goldman Sachs Bank Europe SE Morgan Stanley & Co. LLC J.P. Morgan Securities LLC

As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10, D-60329 Frankfurt am Main, Germany c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

Ladies and Gentlemen:

The shareholders named in Schedule 2 hereto (each a “Selling Shareholder” and collectively the “Selling Shareholders”) propose, severally and not jointly, to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] Class A common shares, par value €0.01 per share (the “Class A Shares”), of Teads B.V., which will be converted into a public company (naamloze vennootschap) and renamed Teads N.V. prior to the closing of the initial public offering (the “Company”) (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders, as and to the extent indicated in Schedule 2 hereto, propose to sell at the option of the Underwriters, up to an additional [•] Class A Shares (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A common shares, par value €0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. References to subsidiaries of the Company gives effect to the corporate reorganization which will cause Teads S.A. and its subsidiaries to become subsidiaries of the Company.

Morgan Stanley & Co. LLC (“Morgan Stanley”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to certain of the Company’s directors, officers, employees, and to friends and family of our directors, officers and employees(collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company and the Selling Shareholders hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows: 1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. [•]), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated [•], 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means [•] [A.M][P.M.], New York City time, on [•], 2021. 2. Purchase of the Shares by the Underwriters. a) Each of the Selling Shareholders agrees, severally and not jointly, to sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share (the “Purchase Price”) of $[•] from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth

-2- opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Shareholders hereunder.

In addition, each of the Selling Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Shareholder at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, upon written notice from the Representatives to the Selling Shareholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (a) The Selling Shareholders understand that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Shareholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (b) Payment for the Shares shall be made by wire transfer in immediately available funds to the respective accounts specified by the Selling Shareholders to the Representatives, in the case of the Underwritten Shares, at the offices of Ropes & Gray LLP at 10:00 A.M., New York City time on [•], 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives, the Company and the Selling Shareholders may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to

-3- purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the Additional Closing Date, as the case may be, with any documentary, stamp, other issuance or transfer taxes payable in connection with the sale of such Shares duly paid by the Company and the Selling Shareholders, as applicable. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (c) The Company and each Selling Shareholder acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with their own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders. 3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter and the Selling Shareholders that: (a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the (i) Underwriter Information (as defined below) or (ii) Selling Shareholder Information (as defined below). (b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with

-4- respect to any statements or omissions made in reliance upon and in conformity with the (i) Underwriter Information or (ii) Selling Shareholder Information. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom. (c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents or representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with the (i) Underwriter Information or (ii) Selling Shareholder Information. (d) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, as applicable, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the (i) Underwriter Information or (ii) Selling Shareholder Information.

-5- (e) Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods covered thereby; the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (f) No Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) since the date of the latest audited financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, there has been no material adverse change or any development or any prospective change that has or would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and the Company’s subsidiaries, considered as one entity, or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”), and (ii) since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has not been any material change in the capital stock (other than in connection with the corporate reorganization transactions described in the Registration Statement under “Summary—Corporate Reorganization”), short- term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock. (g) Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing (or their jurisdictional equivalent, if any) under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing (or their jurisdictional equivalent, if any) in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing (or their jurisdictional equivalent, if any) or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Registration

-6- Statement. Each of the Company’s Significant Subsidiaries, as such term is defined by Rule 1-02(w) of Regulation S-X promulgated by the Commission, is set forth in Schedule 3 hereto. (h) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Shareholders) have been duly authorized and validly issued and are fully paid and non-assessable (in this Agreement, “non-assessable” means, in relation to a share, that the issuer of such share has no right to require the holder of such share to pay to the issuer any amount (in addition to the amount required for such share to be fully paid) solely as a result of their shareholdership) and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares in the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the shares of the Company conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the issued shares or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly authorized and validly issued, are fully paid and non-assessable except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except (1) as described in the Registration Statement, Pricing Disclosure Package and Prospectus, or (2) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (i) Stock Options. Except as disclosed in the Registration Statement, the Company has not granted any, and there are no outstanding, stock options. (j) Corporate Power. The Company has the corporate power to enter into this Agreement and to perform its obligations hereunder; and all necessary corporate action required to be taken for the execution by it of this Agreement and the consummation by it of the transactions contemplated hereby has been validly taken. (k) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (l) Passive Foreign Investment Company. The Company was not a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in 2020, based on its income, assets and business activities, and it does not expect to be a PFIC for its current taxable year or in the near future. (m) No Violation or Default. None of the Company or any of the Company’s subsidiaries is (i) in violation of its articles of association, certificate of formation, certificate of

-7- incorporation, operating agreement or by-laws, as applicable; (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; or (iii) in violation of any law or statue of any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, other than, in the case of clause (ii) and (iii) above as would not, individually or in the aggregate, result in a Material Adverse Effect. (n) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any of the Company or the Company’s subsidiaries is a party or by which any of the Company or the Company’s subsidiaries is bound or to which any of the property or assets of the Company or the Company’s subsidiaries is subject, except for such conflicts, breaches or violations as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) result in any violation of the provisions of the articles of association, certificate of formation, certificate of incorporation, operating agreement or by-laws, each as applicable, of any of the Company or the Company’s subsidiaries; (iii) result in the violation of any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except any such violation as would not, individually or in the aggregate, have a Material Adverse Effect. (o) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, except for (i) the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters, and (ii) for any such consent, approval, authorization, order, registration or qualification, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect. (p) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental, tax or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would have a Material Adverse Effect; to the best knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or, contemplated by any governmental or regulatory authority or threatened by others.

-8- (q) Independent Accountants. Deloitte Audit S.à r.l., who has certified certain financial statements of the Company and its subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. (r) Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property currently owned by them, in each case free and clear of all liens, encumbrances, and defects except (i) such as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) such as do not have a Material Adverse Effect; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as do not have a Material Adverse Effect. (s) Title to Intellectual Property. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own or possess adequate rights to use all material patents, patent rights and applications, copyrights, trademarks, service marks, trade names, internet domain names, technology, confidential information, trademark registrations, service mark registrations, licenses, software, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property and proprietary rights necessary to, or used in connection with, the conduct of their businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”) and the Company and its subsidiaries use, and in the past have used, commercially reasonable efforts to maintain all information intended by the Company to be maintained as a trade secret; (ii) to the knowledge of the Company, none of the Company Intellectual Property owned by the Company or its subsidiaries is invalid or unenforceable and neither the Company nor any of its subsidiaries has received any written challenge (including without limitation, notices of expiration) to the validity or enforceability thereof from any third-party or governmental authority and the Company and its subsidiaries have made all filings and paid all fees necessary to maintain any Company Intellectual Property owned by any of them for the conduct of their business as currently conducted and in the manner set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iii) neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement or misappropriation of intellectual property rights of others by the Company or any of its subsidiaries. As of the date hereof, the Company’s collection and use of personally identifiable information is in compliance with applicable laws, industry standards, the Company’s privacy policies and contracts to which the Company is a party pertaining thereto, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (t) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that

-9- is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package. (u) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder. (v) Taxes. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have (i) duly, timely and correctly paid all taxes due and payable by them through the date hereof (except for any taxes being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with IFRS or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), (ii) made all filings, returns, payments, deductions and withholdings, given all notices and supplied all other information, and kept all records and documentation in relation to such taxes which they were required to make, give, supply or keep through the date hereof (taking into account valid extensions) and all such filings, returns, payments, deductions, withholdings, notices, records, documentation and information were complete and accurate (except in any case in which the failure so to file, withhold, give notice or keep records would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) and (iii) there is no tax audit, assessment, deficiency or other claim that has been asserted against the Company or any of its subsidiaries or any of their respective properties or assets, except for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (w) Licenses and Permits. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries each owns, possesses or has obtained all agreements, governmental licenses, permits, certificates, consents, orders, approvals and other authorizations (including, without limitation, all governmental authorizations and agreements with public utilities and microwave transmission companies and pole access and rental agreements) necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as presently conducted, and, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received any notice of proceedings relating to revocation or modification of any such licenses, permits, certificates, consents, orders, approvals or authorizations except, in each case, such as would not, individually or in the aggregate, have a Material Adverse Effect. (x) No Labor Disputes. To the Company’s best knowledge and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no labor dispute, strike, slowdown or work stoppage with the employees of the Company or any of the Company’s subsidiaries exists that would, individually or in the aggregate, have a Material Adverse Effect. (y) Compliance with and Liability under Environmental Laws. The Company and its subsidiaries (a) are in compliance with any and all applicable laws, rules, regulations,

-10- requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the Environment or human health or safety (as such is affected by exposure to Hazardous Materials, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials) (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (c) have not received notice of any actual or alleged liability under, or actual or alleged violation of, any Environmental Law, including for the investigation or remediation of any disposal or release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, except in each case where such non-compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, liability or violation, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, “Environment” means ambient air, surface water, groundwater, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Hazardous Materials” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

(z) Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that would not, individually or in the aggregate, have a Material Adverse Effect; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period), except as would not, individually or in the aggregate, have a Material Adverse Effect; (iv) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect; (v) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (“PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”,

-11- within the meaning of Section 4001(a)(3) of ERISA) that would have a Material Adverse Effect; (vi) to the Company’s knowledge, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (vii) none of the following events has occurred or is reasonably likely to occur, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.

(aa) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that complies with the applicable requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(bb) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Company’s Board of Directors have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and

-12- report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(cc) Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are customary for businesses such as the Company’s and its subsidiaries’; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business in all material respects.

(dd) No Unlawful Payments. Neither the Company nor any of its subsidiaries or controlled affiliates, nor any officer or director of the Company or its subsidiaries, nor, to the best knowledge of the Company, any employee, agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ee) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements relating to anti-money laundering regulations, including those of the Bank Secrecy Act of 1970, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the rules and regulations promulgated thereunder, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, and the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority

-13- or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(ff) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any officer or director of the Company or its subsidiaries, nor, to the best knowledge of the Company, any employee, agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is, or, is owned or controlled by one or more persons that are, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or its member states, the UK government (including, Her Majesty’s Treasury) or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”). For the past five years, the Company and each of its subsidiaries have not knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject of Sanctions or with any Sanctioned Country or any person or entity located in a Sanctioned Country.

(gg) No Restrictions on Subsidiaries. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(hh) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(ii) No Registration Rights. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or, to the knowledge of the Company, the sale of the Shares to be sold by the Selling Shareholders hereunder.

(jj) No Stabilization. The Company has not taken, directly or indirectly, without giving effect to the activities by the Underwriters, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(kk) Foreign Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 of the Securities Act.

-14- (ll) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(mm) Statistical and Market Data. To the Company’s knowledge, industry, statistical, market-related and similar data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is based on or derived from sources that the Company or any of the Company’s subsidiaries believe, in good faith, to be reliable and accurate in all material respects.

(nn) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith applicable as of or prior to the date hereof, including Section 402 related to loans.

(oo) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(pp) Directed Share Program. The Registration Statement, the Pricing Disclosure Package and the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectuses comply, and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

(qq) Directed Share Program Consent. No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.

(rr) Offers under Directed Share Program. The Company has not offered, or caused Morgan Stanley or any Morgan Stanley Entity as defined in Section 9 to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

(ss) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company”, as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

-15- (tt) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. Other than the materials set out on Annex D hereto, the Company has not distributed or approved for distribution any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

(uu) Open Source Software. (i) Each of the Company and its subsidiaries uses, and in the past have used, any and all software and other materials distributed under a “free”, “open source” or similar licensing model (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) the Company and its subsidiaries do not use or distribute, and in the past have not used or distributed, any Open Source Software in any manner that requires, or in the past has required, (A) the Company or any of its subsidiaries, as applicable, to permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries or (B) any software code or other technology owned by the Company or its subsidiaries to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works, (3) redistributed at no charge or (4) otherwise distributed to the public, except as would not, in the case of clauses (i) and (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vv) Data Security Obligations. Except as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (i) to the Company’s knowledge, the Company and each of its subsidiaries have complied and are presently in compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (“Data Security Obligations”, and such data, “Data”); (ii) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding, or is otherwise aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation; and (iii) there is no action, suit, or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries alleging noncompliance with any Data Security Obligation.

(ww) Cybersecurity; Data Protection. To the Company’s knowledge, the Company’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, internet websites, applications and data and databases (including those maintained on behalf of the Company and its subsidiaries by third-party vendors) (collectively,

-16- “IT Systems”) are adequate for, and operate and perform in all material respects as required in all material respects in connection with, the operation of the business of the Company and its subsidiaries, as it is currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would not have a Material Adverse Effect, the Company and each of its subsidiaries have taken commercially reasonable technical and organizational measures to protect the IT Systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses. Without limiting the foregoing, the Company and its subsidiaries have used commercially reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, information technology, information security, cyber security, data protection and business continuity/disaster recovery controls, policies and procedures, that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT Systems or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses and any other data security incident or data breach as defined by Data Security Obligations (“Breach”). To the Company’s knowledge, there has been no such Breach, and the Company and its subsidiaries have not been notified in writing of and have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach.

(xx) Transfer and Similar Taxes. There are (A) no documentary, stamp, other issuance or transfer taxes, sales or value added taxes or duties or other similar fees or charges (“Transfer Taxes”) and (B) except for any capital gains, income, franchise or other taxes imposed on the Underwriters by the government of The Netherlands or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and The Netherlands, there are no capital gains, income, withholding or other taxes required to be paid by or on behalf of the Underwriters in the Netherlands or any political subdivision or taxing authority thereof in connection with: (i) the offer, sale and delivery of the Shares to or for the respective accounts of such Underwriters; (ii) the sale and delivery by such Underwriters of the Shares to the initial purchasers thereof; (iii) the execution, delivery and performance of this Agreement or any payment to be made pursuant to this Agreement; and (iv) the consummation of the transactions contemplated by this Agreement.

(yy) Distributions in Respect of Shares. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, under the current laws and regulations of the Netherlands, (i) all dividends and other distributions declared and payable on the Shares in cash may be freely remitted out of the Netherlands and may be paid in, or freely converted into, United States dollars, in each case without there being required any consent, approval, authorization or order of, or qualification with, any court or governmental agency or body in the Netherlands, (ii) all such dividends and other distributions paid by the Company will not be subject to withholding, deductions or other taxes under the laws and regulations of the Netherlands or any political subdivision or taxing authority thereof or therein; and (iii) all such dividends and other distributions paid to the beneficial owners of such dividends and other distributions that are non-residents of the Netherlands for tax purposes and that are not attributable to a permanent establishment in the Netherlands of such

-17- beneficial owner will not be subject to income, withholding or other taxes under the laws and regulations of the Netherlands or any political subdivision or taxing authority thereof or therein, except for the beneficial owners of such dividends and other distributions that are non-residents of the Netherlands for tax purposes and hold a substantial interest (aanmerkelijk belang) or a fictitious substantial interest (fictief aanmerkelijk belang) in the Company both within the meaning of chapter 4 of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) and, for those beneficial owners that are corporate bodies (lichamen) hold such a substantial interest for the main purpose, or one of the main purposes, to avoid Dutch personal income tax due by an individual and hold such substantial interest, or is deemed to hold such substantial interest, as part of an artificial arrangement or transaction (or a series of artificial arrangements or composite transaction).

(zz) No Requirement to Qualify to do Business. It is not necessary under the laws of the Netherlands that any holder of Shares or the Underwriters should be licensed, qualified or entitled to carry on business in the Netherlands, as the case may be, (i) to enable any of them to enforce their respective rights under this Agreement or the Shares or the offer or sale of the Shares as described in the Pricing Disclosure Package or any other document to be delivered in connection herewith or therewith or (ii) solely by reason of the execution or performance of any such document.

(aaa) Indemnification and Contribution. The indemnification and contribution provisions set forth in Section 9 hereof do not contravene Netherlands law, public order, mandatory law or public policy.

(bbb) No Immunity. The Company is not, and none of the properties of the Company are, subject to any right or immunity under European Union, Netherlands, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any European Union, Netherlands, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to its obligations, liabilities or any other matter under or arising out of or in connection herewith; and to the extent that the Company or any of its subsidiaries or any of its properties, assets or revenue may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated hereby, may at any time be commenced, the Company has waived or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided herein.

(ccc) Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company based upon this Agreement and a claim is filed with a Dutch court with jurisdiction, the Dutch court will generally recognize and give effect to such judgment insofar as it finds that (i) the jurisdiction of the court has

-18- been based on an internationally generally accepted ground, (ii) proper legal procedures have been observed, (iii) the judgment does not contravene Dutch public policy, and (iv) the judgment is not irreconcilable with a judgment of a Dutch court or an earlier judgment of a foreign court that is capable of being recognized in the Netherlands.

(ddd) Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is recognized under the laws of the Netherlands.

(eee) No Requirement to File or Record. To ensure the legality, validity, enforcement or admissibility into evidence of this Agreement in a legal or administrative proceeding in the Netherlands, it is not necessary that this Agreement be filed or recorded with any governmental or regulatory authority or court.

(fff) Submission to Jurisdiction. The Company has the power to submit, and pursuant to Section 17(c) hereof has legally, validly, effectively and irrevocably submitted, to the jurisdiction of any U.S. federal or New York state court located in the Borough of Manhattan in The City of New York and has the power to designate, appoint and empower, and pursuant to Section 17(c) hereof, has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any U.S. federal or New York state court located in the Borough of Manhattan in The City of New York, and service of process effected in the manner set forth in this Agreement, assuming validity under the laws of the State of New York, is not restricted by Dutch law.

(ggg) Exchange Controls. No exchange control authorization or any other authorization, approval, consent or license of any governmental or regulatory authority or court in the Netherlands is required for the payment of any amounts payable to the Underwriters or the Company under this Agreement.

(hhh) No Withholding Taxes. All payments made to the Underwriters under this Agreement will not be subject to income, withholding or other taxes under laws and regulations of the Netherlands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Netherlands or any political subdivision or taxing authority thereof or therein, (excluding any tax imposed as a result of any present or former connection between such Underwriter and the Netherlands or the applicable political subdivision (other than any connection resulting solely from the mere entering into of this Agreement or receipt of payments hereunder)) and without the necessity of obtaining any governmental authorization in the Netherlands or any political subdivision or taxing authority thereof or therein.

(iii) No Rated Debt or Preferred Securities. There are no debt or preferred securities issued, or guaranteed, by the Company or its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

(jjj) Tax Disclosure. The statements under the headings “Material U.S. Federal Income Tax Considerations” and “Certain Dutch Tax Considerations” in the Prospectus, as amended or

-19- supplemented, are accurate descriptions in all material respects and fairly summarize the tax matters therein.

4. Representations and Warranties of the Selling Shareholders. Each of the individual Selling Shareholders who is not a member of the Company’s management represents and warrants to the representations set forth in Schedule 4. Each of the remaining Selling Shareholders set forth on Schedule 5 and Altice International (each a “Management Shareholder”) severally and not jointly represents and warrants to each Underwriter and the Company that:

(a) Organization and Good Standing. If such Selling Shareholder is not a natural person, such Selling Shareholder has been duly incorporated or formed and is validly existing and in good standing (to the extent applicable) under the laws of its jurisdiction of incorporation or formation, is duly qualified to do business and is in good standing in its jurisdiction of incorporation or formation, as the case may be.

(b) Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, except (i) for such consents, approvals, authorizations or orders that would not affect the validity of the Shares to be sold by such Selling Shareholder or impair the ability of such Selling Shareholder to consummate the transactions contemplated hereby, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Global Select Market in connection with the purchase and distribution of the Shares by the Underwriters, (iii) the registration of the Shares under the Securities Act, and (iii) if such Selling Shareholder is a married natural person, any marital consent required by applicable law; this Agreement has been duly authorized, executed and delivered by such Selling Shareholder.

(c) No Conflicts. The execution, delivery and performance by such Selling Shareholder of this Agreement, the sale of the Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) if the Selling Shareholder is not a natural person, result in any violation of the provisions of the charter or by-laws or similar organizational documents of such Selling Shareholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency; other than in the cases of clauses (i) and (iii), for such breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such Selling Shareholder or the ability of such Selling Shareholder to consummate the transactions contemplated hereby.

-20- (d) Title to Shares. Such Selling Shareholder has good and valid title or a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold in the offering, free and clear of all liens, encumbrances, equities or adverse claims. (e) No Stabilization. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) Pricing Disclosure Package. The Pricing Disclosure Package, at the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this paragraph (f) apply only to statements or omissions made in reliance upon and in conformity with the information relating to such Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Selling Shareholder consists of (i) the legal name, address and the number of shares owned by such Selling Shareholder and (ii) the other information (excluding percentages) with respect to such Selling Shareholder which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” in the Pricing Disclosure Package (with respect to each Selling Shareholder, such Selling Shareholder’s “Selling Shareholder Information”). (g) Issuer Free Writing Prospectus and Written Testing-the-Waters Communications. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Shareholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communications, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A or Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to the Management Shareholders, the Management Shareholder makes no representation or warranty with respect to any statements or

-21- omissions made in reliance upon and in conformity with the Underwriter Information or any Selling Shareholder Information of another Selling Shareholder. (i) ERISA. Such Selling Shareholder is not an employee benefit plan subject to Title I of ERISA or an entity that holds, or has held, “plan assets” as such term is defined in 29 CFR 2510.3-101, as modified by Section 3(42) of ERISA. (j) Material Information. As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material non-public information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus. (k) Sanctions, No Unlawful Payments, Anti-Money Laundering Laws. i. None of the Selling Shareholder or any of its subsidiaries or any directors, officers thereof or, to the best knowledge of such Selling Shareholder, any employee, agent, representative, or affiliates there is a person that is, or is owned or controlled by one or more persons that are: (a) the subject of any Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). ii. Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (a) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). iii. For the past five years, such Selling Shareholder has not knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. iv. (a) None of such Selling Shareholder or any of its subsidiaries or affiliates, nor any officers or directors of the Selling Shareholder or its subsidiaries nor, to the knowledge of such Selling Shareholder, any or employee, agent,

-22- representative, affiliate or other person acting on behalf of the Selling Shareholder or any of its subsidiaries thereof has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (b) such Selling Shareholder and each of its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. v. The operations of such Selling Shareholder and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened. (l) Company Representations and Warranties. Such Selling Shareholder has no reason to believe that the representations or warranties of the Company contained in Section 3 are not true and correct, and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that has had, or may have, a Material Adverse Effect, taken as a whole. (m) Transfer and Similar Taxes. There are no Transfer Taxes or similar taxes required to be paid by or on behalf of the Underwriters or the Company in any applicable taxing jurisdiction or any political subdivision or taxing authority thereof in connection with: (i) the offer, sale and delivery of the Shares to or for the respective accounts of such Underwriters; (ii) the sale and delivery by such Underwriters of the Shares to the initial purchasers thereof; (iii) the execution, delivery and performance of this Agreement or any payment to be made pursuant to this Agreement; and (iv) the consummation of the transactions contemplated by this Agreement. (n) No Withholding Taxes. All payments made to the Underwriters under this Agreement will not be subject to income, withholding or other taxes under laws and regulations of the Selling Shareholder’s country of residence or any political subdivision or taxing authority thereof or therein, as applicable to such Selling Shareholder, and will otherwise be free and clear of any other tax, duty, withholding or deduction under the laws and regulations of the Selling Shareholder’s country of residence or any political subdivision or taxing authority thereof or therein, as applicable, and without the necessity of obtaining

-23- any governmental authorization (excluding any tax imposed as a result of any present or former connection between such Underwriter and the Selling Shareholder’s country of residence or political subdivision (other than any connection resulting solely from the mere entering into of this Agreement or receipt of payments hereunder)). Each of the Selling Shareholders specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, such Shares shall be delivered by or on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement. 5. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that: (a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. (b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, as many copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith, as the Representatives may reasonably request; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer. (c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free

-24- Writing Prospectus, amendment or supplement for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object. (d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof. (e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,

-25- in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with the law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with the Securities Act. (f) Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (g) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided, that, the Company will be deemed to comply with such requirement by filing such earnings statements on the Commission’s Electronic, Data Gathering, Analysis and Retrieval System (or any successor system). (h) Clear Market. For a period of 180 days after the date of the Prospectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to enter into any swap or agreement, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley, other than (1) the Shares to be sold hereunder; (2) the Shares to be issued in connection with the corporate reorganization of the Company as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus; (3) the filing by the Company of registration statements on Form S-8 with respect to benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (4) the facilitation of the establishment or amendment of a trading plan on behalf of a

-26- stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Shares, provided that no sales or other transfers occur under such plan and no public disclosure of the plan shall be required or shall be made by any person during the Restricted Period; (5) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of any class of the common stock of the Company or any securities convertible into or exercisable or exchangeable for shares of any class of the Company’s common stock in connection with future business combinations or acquisitions (or the entering into of an acquisition or similar agreement with respect thereto or the issuance of such shares in a private placement transaction); provided that, in the case of clause (5), the aggregate number of shares issued in all such acquisitions and transactions taken together does not exceed [10]% of the Company’s outstanding common stock following the offering of Shares contemplated hereby and each person to whom such shares or securities are issued or granted during the Restricted Period executes, or has executed, a “lock-up” agreement in the form of Exhibit C hereto; or (6) as described in the Registration Statement. If Goldman Sachs Bank Europe SE and Morgan Stanley, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) or a lock-up letter described in Section 8(t) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver. (i) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (j) Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares on the Nasdaq Global Select Market (the “Exchange”). (k) Reports. For a period of five years following the date hereof, so long as the Shares are outstanding, the Company will furnish to the Representatives, promptly after they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system. (l) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (m) Directed Share Program. The Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

-27- (n) Emerging Growth Company. The Company shall promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 5(h) hereof. (o) Transfer Taxes. The Company shall pay, and shall indemnify and hold the Underwriters harmless against, any Transfer Taxes imposed under the laws of the Netherlands or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the offer, sale and delivery of the Shares to or for the respective accounts of such Underwriters; (ii) the sale and delivery by such Underwriters of the Shares to the initial purchasers thereof; (iii) the execution, delivery and performance of this Agreement or any payment to be made pursuant to this Agreement; and (iv) the consummation of the transactions contemplated by this Agreement. (p) Tax Gross-Up. The Company agrees with each of the Underwriters to make all payments under this Agreement without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed by the Netherlands, unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction had been made, except to the extent that such taxes, duties or charges (a) were imposed due to some connection of an Underwriter with the Netherlands other than the mere entering into of this Agreement or receipt of payments hereunder or (b) would not have been imposed but for the failure of such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Netherlands of the Underwriter if such compliance is required or imposed by the applicable law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges and reasonably requested by the Company. (q) Value Added Tax. All sums payable by the Company to the Underwriters shall be considered exclusive of any value added tax or similar taxes. Where the Company is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. 6. Further Agreements of the Selling Shareholders. Each of the Selling Shareholders covenants and agrees with each Underwriter that: (a) Lock-up Agreements. Such Selling Shareholder has duly executed and delivered to the Representatives a lock-up agreement substantially in the form of Exhibit C hereto. (b) No Stabilization. Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Notice to the Representatives. If such Selling Shareholder is a Management Shareholder, such Selling Shareholder shall advise the Representatives promptly, and if

-28- requested by the Representatives, shall confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be required under the Securities Act, of (i) any material change in the Company’s condition (financial or otherwise), prospects, earnings, business or properties, (ii) any change in information in the Registration Statement, Pricing Disclosure Package or Prospectus or any amendment or supplement thereto relating to such Selling Shareholder or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, Pricing Disclosure Package or Prospectus which comes to the attention of such Selling Shareholder. (d) Tax Form. It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 or applicable Form W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof). (e) Transfer Taxes. Without duplication of Section 5(o), such Selling Shareholder, severally and not jointly, shall bear and pay (or, in respect of any Transfer Tax for which the Underwriters are initially liable, shall promptly reimburse the same to the Underwriters) any Transfer Taxes (together with any related costs, fines, penalty or interest) that are payable on or in connection with (i) the offer, sale and delivery of the Shares to or for the respective accounts of such Underwriters; (ii) the sale and delivery by such Underwriters of the Shares to the initial purchasers thereof; (iii) the execution, delivery and performance of this Agreement or any payment to be made pursuant to this Agreement; and (iv) the consummation of the transactions contemplated by this Agreement. Such Selling Shareholder agrees that the Underwriters may each elect to deduct from the payments to be made by them to such Selling Shareholder under this Agreement, any amounts required to be paid by such Selling Shareholder or any Underwriter under this clause. (f) Tax Gross-Up. Such Selling Shareholder agrees with each of the Underwriters, severally and not jointly, to make all payments under this Agreement without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed by any applicable taxing jurisdiction, unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, such Selling Shareholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction had been made, except to the extent that such taxes, duties or charges (a) were imposed due to some connection of an Underwriter with the applicable taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments hereunder or (b) would not have been imposed but for the failure of such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the applicable taxing jurisdiction of the Underwriter if such compliance is required or imposed by the applicable law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges and reasonably requested by the relevant Selling Shareholder.

-29- (g) Value Added Tax. All sums payable by a Selling Shareholder to the Underwriters shall be considered exclusive of any value added tax or similar taxes. Where such Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, such Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (h) Use of Proceeds. Each Selling Shareholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Neither such Selling Shareholder nor its subsidiaries will, directly or indirectly, use the proceeds of the offering of the Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (i) Beneficial Ownership. Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and each Selling Shareholder undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing certification. 7. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(f) above (including any electronic road show approved in advance by the Company) or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the offering of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission.

-30- (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Shareholders if any such proceeding against it is initiated during the Prospectus Delivery Period). 8. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company and each of the Selling Shareholders of their respective covenants and other obligations hereunder and to the following additional conditions: (a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. (b) Representations and Warranties. The respective representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers and of each of the Selling Shareholders made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be. (c) No Material Adverse Change. Neither (i) any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and the Company’s subsidiaries, considered as one entity, or on the performance by the Company of its obligations under this Agreement nor (ii) any event or condition of a type described in Section 3(f)(ii) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. (d) Officers’ Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, (x) a certificate, on behalf of the Company, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing

-31- Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations of the Company set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a), (b) and (c) above and (y) a certificate of Altice International and Management Shareholders, in form and substance reasonably satisfactory to the Representatives, (A) confirming that the representations of such Selling Shareholder set forth in Sections 4(f), 4(g) and 4(h) hereof is true and correct and (B) confirming that the other representations and warranties of such Selling Shareholder in this Agreement are true and correct and that such Selling Shareholder has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date. (e) Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Deloitte Audit S.à r.l. shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be. (f) CFO Certificate. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives. (g) Opinion and 10b-5 Statement of Counsel for the Company. Shearman & Sterling LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-1 hereto. (h) Opinion of Dutch Counsel for the Company. De Brauw Blackstone Westbroek N.V., Dutch counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-2 hereto.

-32- (i) Opinion of Luxembourg Counsel for Altice International. Luther S.A., Luxembourg counsel for Altice International, shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-3 hereto. (j) Opinion of [•] Counsel for [Fundamental Elements Ptd Ltd (Singapore)]. [•], [Singapore] counsel for Fundamental Elements Ptd Ltd shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-[•] hereto. (k) UCC Opinion for the Selling Shareholders. Shearman & Sterling LLP shall have furnished to the Representatives, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-4 hereto. (l) Opinion of Tax Counsel for the Company. Mayer Brown LLP, special tax counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C-[6] hereto. (m) Opinion of Dutch Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion of NautaDutilh N.V., Dutch counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (n) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Ropes & Gray LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (o) No Legal Impediment to Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares by the Selling Shareholders; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the sale of the Shares by the Selling Shareholders.

-33- (p) Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions, to the extent a concept of good standing or jurisdictional equivalent exists in the respective jurisdictions and noting that in the jurisdiction of the Company, the Netherlands, the concept of good standing or an equivalent concept does not exist. (q) Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. (r) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between the Representatives and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date or the Additional Closing Date, as the case may be. (s) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company and the Selling Shareholders shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. 9. Indemnification and Contribution. (a) Indemnification of the Underwriters and the Selling Shareholders by the Company and Selling Shareholders. The Company agrees to indemnify, defend, and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Shareholders, its affiliates, directors and officers and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant

-34- to Rule 433(d) under the Securities Act, any roadshow as defined in Rule 433(h) under the Securities Act (a “road show”), or any Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information. (b) Indemnification of the Underwriters and the Company by the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, in proportion to the number of Shares to be sold by such Selling Shareholder hereunder, agrees to indemnify, defend and hold harmless the Company and each Underwriter, and each of their affiliates, directors and officers and each person, if any, who controls the Company or such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Shareholder Information. The liability of each Selling Shareholder under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to (i) the number of Shares sold by such Selling Shareholder under this Agreement multiplied by (ii) the Public Offering Price (minus related underwriting discounts and commissions). (c) Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the first, second, sixth and ninth sentences of the thirteenth paragraph under the caption “Underwriting” relating to price stabilization and short positions (the “Underwriter Information”). (d) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9, such person (the “Indemnified Person”) shall promptly notify the

-35- person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as reasonably incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded based on the advice of counsel that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and it can be reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any one local counsel in each applicable jurisdiction) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed promptly as they are reasonably incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives, any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company and any such separate firm for the Selling Shareholders shall be designated in writing by Altice International. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned), but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

-36- (e) Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Selling Shareholders from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Shareholders or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (f) Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (e) above were determined by pro rata allocation (even if the Selling Shareholders or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (e) and (f), in no event shall (i) an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or (ii) the aggregate liability of a Selling Shareholder under Section 9(b) and Section 9(e) exceed the limit set forth in Section 9(b). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint.

-37- (g) Directed Share Program Indemnification. The Company agrees to indemnify, defend and hold harmless Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (collectively, the “Morgan Stanley Entities”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Morgan Stanley Entities. (h) In case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which indemnity may be sought pursuant to paragraph (g) above, the Morgan Stanley Entity seeking indemnity shall promptly notify the Company in writing and the Company shall be entitled to participate therein, and to the extent it wishes, jointly with any other indemnifying party similar notified, to assume the defense thereof, with counsel reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding promptly and, after notice from the Company to such Morgan Stanley Entity of its election so to assume the defense thereof, the Company shall not be liable to such Morgan Stanley Entity under this Section 9(h) for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Morgan Stanley Entity, in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel, but the reasonably incurred fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company and such Morgan Stanley Entity shall have mutually agreed to the contrary, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to such Morgan Stanley Entity, (iii) the Morgan Stanley Entity shall have reasonably concluded based on the advice of counsel that there may be legal defenses available to it that are different from or in addition to those available to the Company or (iv) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Morgan Stanley Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Morgan Stanley Entities. Any such separate firm for the Morgan Stanley Entities shall be designated in writing by Morgan Stanley. The Company shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned), but if settled with

-38- such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such settlement or judgment. The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have been sought hereunder by such Morgan Stanley Entity, unless such settlement (x) includes an unconditional release of the Morgan Stanley Entity, in form and substance reasonably satisfactory to such Morgan Stanley Entity, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of the Morgan Stanley Entity. (i) To the extent the indemnification provided for in paragraph (g) above is unavailable to a Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders on the one hand and the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholders on the one hand and of the Morgan Stanley Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholders on the one hand and the Morgan Stanley Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities for the Directed Shares, bear to the aggregate public offering price of the Directed Shares. The relative fault of the Company and the Selling Shareholders on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company and the Selling Shareholders or by the Morgan Stanley Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (j) The Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to paragraph (i) above were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (i) above. The amount paid or payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley Entities in connection with investigating or defending any such action or claim. Notwithstanding the provisions of paragraph (i) above, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price at

-39- which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley Entity has otherwise been required to pay. The remedies provided for in paragraphs (h) through (k) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (k) The indemnity and contribution provisions contained in paragraphs (g) through (k) shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares. (l) External Agreements. The provisions contained in this Section 9 shall not affect any agreement among the Company and the Selling Shareholders with respect to indemnification or contribution. (m) Non-Exclusive Remedies. The remedies provided for in this Section 9 paragraphs (a) through (f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. 10. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 11. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Shareholders, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, on or prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or The Nasdaq Global Select Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. 12. Defaulting Underwriter. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within

-40- which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company and the Selling Shareholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default.

13. Payment of Expenses.

-41- (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or ‘Blue Sky’ laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (viii) all expenses of the Company incurred in connection with any “road show” presentation to potential investors, except that it is understood that 50% of the cost of any chartered aircraft and other transportation chartered in connection with the “road show” shall be the responsibility of the Underwriters; (ix) all expenses and application fees related to the listing of the Shares on the Exchange; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Shares Program and all Transfer Taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; provided, that, except as provided above, the Underwriters shall pay their own costs and expenses, including any fees and disbursements of their counsel and any travel and lodging expenses of the Representatives. If any Selling Shareholder for any reason defaults on its obligation to tender the Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters, such Selling Shareholder agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered by such Selling Shareholder. (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Shareholders for any reason fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company and the Selling Shareholders agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. The Company shall not be required to pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 9 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or

-42- claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

15. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Shareholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Shareholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Selling Shareholders or the Underwriters.

16. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

17. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; c/o Goldman Sachs Bank Europe SE, Marienturm, Taunusanlage 9-10, D-60329 Frankfurt am Main, Germany, Attention: Equity Capital Markets, email: [email protected]; c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices to the Company shall be given to it at Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands; Attention: Pierre Chappaz and Bertrand Quesada, with a copy to (which copy shall not constitute notice): Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, 10022, Attention: Richard B. Alsop. Notices to the Selling Shareholders shall be given to Altice International at 5 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and with notices to all other Selling Shareholders c/o Pierre Chappaz at Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state without regard to conflict of laws principles thereof. (c) Submission to Jurisdiction. (i) The Company and each of the Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this

-43- Agreement, the Registration Statement, the Pricing Disclosure Package, the Prospectus or the offering of the Shares (each, a “Related Proceeding”). The Company and each of the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company and each of the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (ii) The Company hereby irrevocably appoints Armando Mariano Gil, with offices at 55 5th Avenue, 17th Floor, New York, New York 10001 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. (iii) Each of the Selling Shareholders hereby irrevocably appoints Armando Mariano Gil, with offices at 55 5th Avenue, 17th Floor, New York, New York 10001 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. Each of the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Selling Shareholders represents and warrants that such agent has agreed to act as the Selling Shareholders’ agent for service of process, and each of the Selling Shareholders agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. (d) Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company or any Selling

-44- Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company and each of the Selling Shareholders agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company or the relevant Selling Shareholder(s), as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder. (e) Waiver of Jury Trial. Each of the parties hereto hereby waives any and all right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (f) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including, without limitation, the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. (g) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (h) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (i) USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

-45- (j) Contractual Acknowledgement with Respect to the Exercise of Bail-In Powers. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between the Company and the Underwriters, the Company acknowledges and accepts that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined below), and acknowledges, accepts and agrees to be bound by: (i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters (the “Relevant BRRD Party”) to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (I) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (II) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Relevant BRRD Party or another person, and the issue to or conferral on the Company of such shares, securities or obligations; (III) the cancellation of the BRRD Liability; (IV) the amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. As used in this section: “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

-46- “BRRD Liability” means a liability in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Relevant BRRD Party. (k) EU Product Governance- Each Underwriter represents and agrees, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Underwritten Shares which are the subject of the offering contemplated by the Prospectus to any E.U. Retail Investor in the EEA. For the purposes of this provision, the expression “E.U. Retail Investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not an E.U. Qualified Investor (as defined in Article 2 of Regulation (EU) 2017/1129, as amended).

18. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of the Registration Statement, the Pricing Disclosure Package, the Prospectus, any free writing prospectus, and Written Testing-the-Waters Communications. the conduct of the offering, and the purchase and sale of the Shares. (b) The Company and each Selling Shareholder acknowledge that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, any of the Selling Shareholders or any other person, (ii) the Underwriters owe the Company and each Selling Shareholder only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company and each Selling Shareholder, and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect

-47- to any entity or natural person. The Company and each Selling Shareholder waive to the full extent permitted by applicable law any claims they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. (c) Each Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Shareholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Shareholder to participate in the offering or sell any Shares at the Purchase Price, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

19. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature Page Follows]

-48- If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

TEADS B.V.

By: Title:

[Signature Page to Underwriting Agreement] ALTICE INTERNATIONAL

By: Title:

[Signature Page to Underwriting Agreement] Accepted: As of the date first written above

GOLDMAN SACHS BANK EUROPE SE

For itself and on behalf of the several Underwriters listed in Schedule 1 hereto.

By: Authorized Signatory

By: Authorized Signatory

MORGAN STANLEY & CO. LLC

For itself and on behalf of the several Underwriters listed in Schedule 1 hereto.

By: Authorized Signatory

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the several Underwriters listed in Schedule 1 hereto.

By: Authorized Signatory

[Signature Page to Underwriting Agreement] Schedule 1

Underwriter Number of Shares Goldman Sachs Bank Europe SE [•] Morgan Stanley & Co. LLC [•] J.P. Morgan Securities LLC [•] BNP Paribas Securities Corp. [•] Citigroup Global Markets Inc. JMP Securities LLC Raymond James & Associates, Inc. William Blair & Company, LLC Total [•]

Sch. 1-1 Schedule 2

Number of Number of Selling Shareholders: Underwritten Shares: Option Shares: Altice International S.à r.l. [•] [•] [•] [•] [•]

Sch. 2-1 Schedule 3

Significant Subsidiaries [•]

Sch. 3-1 Schedule 4

Representations and Warranties of Selling Shareholders that are not part of the management of the Company

Each of the individual Selling Shareholders who is not a Management Shareholder severally and not jointly represents and warrants to each Underwriter and the Company that, as of this date and as of the Closing Date: (a) Organization and Good Standing. If such Selling Shareholder is not a natural person, such Selling Shareholder has been duly incorporated or formed and is validly existing and in good standing (to the extent applicable) under the laws of its jurisdiction of incorporation or formation, is duly qualified to do business and is in good standing in its jurisdiction of incorporation or formation, as the case may be. (b) Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder, except (i) for such consents, approvals, authorizations or orders that would not affect the validity of the Shares to be sold by such Selling Shareholder or impair the ability of such Selling Shareholder to consummate the transactions contemplated hereby, (ii) as may be required under foreign or state securities (or Blue Sky) laws or by FINRA or by the Nasdaq Global Select Market in connection with the purchase and distribution of the Shares by the Underwriters, (iii) the registration of the Shares under the Securities Act, and (iii) if such Selling Shareholder is a married natural person, any marital consent required by applicable law; this Agreement has been duly authorized, executed and delivered by such Selling Shareholder. (c) No Conflicts. The execution, delivery and performance by such Selling Shareholder of this Agreement, the sale of the Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) if such Selling Shareholder is not a natural person, result in any violation of the provisions of the charter or by-laws or similar organizational documents of such Selling Shareholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency; other than in the cases of clauses (i) and (iii), for such breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such

Sch. 4 Selling Shareholder or the ability of such Selling Shareholder to consummate the transactions contemplated hereby. (d) Title to Shares. Such Selling Shareholder has good and valid title or a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code (the “UCC”)) to the Shares to be sold in the offering, free and clear of all liens, encumbrances, equities or adverse claims. (e) No Stabilization. Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (f) Pricing Disclosure Package. The information provided in the Selling Shareholder Questionnaire does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such Selling Shareholder will inform the Underwriters of any change of this information between now and the time such Selling Shareholder’s Shares are sold as a part of this offering. (g) Issuer Free Writing Prospectus and Written Testing-the-Waters communications. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Shareholders (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the- Waters Communications, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A or Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (h) Material Information. As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material non-public information regarding the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus. (i) Sanctions, Unlawful Payments. 1. Such Selling Shareholder is not: (a) the subject of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or its member states, the UK government (including, Her Majesty’s Treasury) or other relevant sanctions authority (collectively, “Sanctions”); or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). 2. Such Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (a) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). (j) Company Representations and Warranties. Such Selling Shareholder has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus that has had, or may have, a Material Adverse Effect, taken as a whole. (k) Transfer and Similar Taxes. There are no Transfer Taxes or similar taxes required to be paid by or on behalf of the Underwriters or the Company in any applicable taxing jurisdiction or any political subdivision or taxing authority thereof in connection with: (i) the offer, sale and delivery of the Shares to or for the respective accounts of such Underwriters; (ii) the sale and delivery by such Underwriters of the Shares to the initial purchasers thereof; (iii) the execution, delivery and performance of this Agreement or any payment to be made pursuant to this Agreement; and (iv) the consummation of the transactions contemplated by this Agreement. (l) No Withholding Taxes. All payments made to the Underwriters under this Agreement will not be subject to income, withholding or other taxes under laws and regulations of the Selling Shareholder’s country of residence or any political subdivision or taxing authority thereof or therein, as applicable to such Selling Shareholder, and will otherwise be free and clear of any other tax, duty, withholding or deduction under the laws and regulations of the Selling Shareholder’s country of residence or any political subdivision or taxing authority thereof or therein, as applicable, and without the necessity of obtaining any governmental authorization (excluding any tax imposed as a result of any present or former connection between such Underwriter and the Selling Shareholder’s country of residence or political subdivision (other than any connection resulting solely from the mere entering into of this Agreement or receipt of payments hereunder)).

Each of the Selling Shareholders specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Shareholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, such Shares shall be delivered by or on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement. Schedule 5

Management Shareholders

Pierre Chappaz

Bertrand Quesada

Gilles Moncaubeig

Eric Pantera

Caroline Barbery

Jeremy Arditi

Todd Tran

Jim Daily

Eric Shih

Ines Quesada

Meg Runeari

Rémi Cackel Annex A: Pricing Disclosure Package

Pricing Disclosure Package a. Pricing Information Provided by Underwriters: Underwritten Shares: [•] Option Shares: [•] Public Offering Price Per Share [•] Annex B: Free Writing Prospectuses

Issuer Free Writing Prospectus

Free Writing Prospectus dated [•], 2021

Annex B-1 Annex C-1: Opinion and 10b-5 Statement of Counsel for the Company

Annex C-1 Annex C-2: Opinion of Dutch Counsel for the Company

Annex C-2 Annex C-3: Opinion of Luxembourg Counsel for Altice International

Annex C-3 Annex C-4: UCC Opinion for the Selling Shareholders

Annex C-4 Exhibit A

Form of Waiver of Lock-up

GOLDMAN SACHS BANK EUROPE SE MORGAN STANLEY & CO. LLC

Teads N.V. Public Offering of Class A Shares (as defined below)

, 20__

[Name and Address of Officer or Director Requesting Waiver]

Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Teads N.V. (the “Company”) of ______Class A common shares, €0.01 par value (the “Class A Shares”), of the Company and the lock-up letter dated ______, 2021 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated ______, 20__, with respect to ______Class A Shares (the “Shares”).

Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective ______, [2021]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

[Signature Page Follows] Yours very truly,

GOLDMAN SACHS BANK EUROPE SE

By: Name: Title:

By: Name: Title:

MORGAN STANLEY & CO. LLC

By: Name: Title: cc: Company Exhibit B

Form of Press Release

Teads N.V. [Date]

Teads N.V. (the “Company”) announced today that Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC, the joint book-running managers in the Company’s recent public sale of [•]Class A common shares, is [waiving] [releasing] a lock-up restriction with respect to [•]Class A common shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ______, 20__, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit C

FORM OF LOCK-UP AGREEMENT

______, 2021

Goldman Sachs Bank Europe SE Morgan Stanley & Co. LLC J.P. Morgan Securities LLC

As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10, D-60329 Frankfurt am Main, Germany c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

Re: Teads N.V. — Public Offering

Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Teads B.V., which will be converted into a public company (naamloze vennootschap) and renamed Teads N.V. prior to the closing of the initial public offering (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common shares, par value €0.01 per share, of the Company (the “Class A Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Class A Shares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Goldman Sachs Bank Europe SE and Morgan Stanley & Co. LLC (together, the “Lock-up Release Agents”) on behalf of the Underwriters, the undersigned will not, during the period from the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus” and such period, the “Lock-up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Class A Shares or Class B common shares, par value €0.25 per share of the Company (“Class B Shares” and, together with the Class A Shares the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares (including without limitation, Common Shares or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into, or publicly disclose the intention to enter into, any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares, in each case other than with respect to: (A) the Class A Shares to be sold by the undersigned pursuant to the Underwriting Agreement; (B) transfers, conversions, exchanges, distributions or other transactions involving Common Shares as contemplated in connection with the organizational transactions described in the Pricing Disclosure Package under “Prospectus Summary—Corporate Reorganization”; (C) transfers of Common Shares (i) as a bona fide gift or gifts, (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member not for value, (v) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests not for value, or (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above; (D) if the undersigned is a corporation, partnership or other business entity, transfers or distributions of Common Shares or any security convertible into or exercisable or exchangeable for Common Shares to members, partners, stockholders or affiliates of the undersigned (other than the Company and its controlled affiliates), including investment funds or other entities under common control or management with the undersigned; (E) (i) transfers of Common Shares acquired in open market transactions after the completion of the Public Offering, or (ii) tenders, sales or other transfers of Common Shares pursuant to a bona fide third-party takeover bid made to all holders of Common Shares or any other acquisition, merger, consolidation or similar transaction whereby a majority of total voting power of the voting stock of the Company is acquired by a third party (provided that if such transaction is not consummated, the subject Common Shares shall remain subject to the restrictions set forth herein) in one transaction or a series of related transactions that occur after the completion of the Public Offering, in each case, approved by the board of directors of the Company; or (F) pursuant to a domestic order, divorce settlement, divorce decree, or separation agreement;

provided that in the case of any transfer, donation or distribution pursuant to clause (C), (D) or (E)(i), each donee, trustee, distributee or transferee, as the case may be, shall execute and deliver to the Lock-up Release Agents a lock-up letter in the form of this Letter Agreement; provided further, that in the case of any transfer or distribution pursuant to clause (C)(i), C(iii)-(vi) or (D), if the undersigned is required to file a report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned shall include a statement in such report to the effect that the filing relates to the transfer, distribution, bona fide gift or other disposition of Common Shares, as applicable, or any security convertible into Common Shares, to one or more affiliates, trusts, partners, beneficiaries, members, or stockholders of the undersigned or to any investment fund or other entity controlled by or under common control with the undersigned or to an immediate family member or entity for the direct or indirect benefit of the undersigned or any immediate family member, as applicable, or to a nominee or custodian; provided further, that in the case of (E)(i), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-up Period); and provided further, in the case of any transfer or distribution pursuant to clause (C)(ii) or (F), if the undersigned is required to file a report under the Exchange Act related thereto during the Lock-Up Period, such report shall disclose that such transfer was pursuant to will or intestate succession or domestic order.

If the undersigned is required to transfer Common Shares by operation of law or pursuant to an order of a court or regulatory agent, the consent of the Lock-up Release Agents pursuant to this Letter Agreement shall not be unreasonably withheld, delayed or conditioned.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Class A Shares the undersigned may purchase in the Public Offering.

Furthermore, the undersigned may, if permitted by the Company, establish a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act; provided that no sales or other transfers occur under such plan and no public disclosure of such plan shall be required or shall be made by any person during the Lock-up Period.

If the undersigned is an officer or director of the Company, (i) the Lock-up Release Agents on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares, the Lock-up Release Agents on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Lock-up Release Agents on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, (i) if prior to signing the Underwriting Agreement, the Company notifies the Underwriters in writing that it does not intend to proceed with the Public Offering, (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, (iii) if the Registration Statement is withdrawn by the Company prior to its effectiveness and the completion of the Public Offering or (iv) if the Public Offering is not completed by September 30, 2021, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Class A Shares and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Class A Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. [Signature Page Follows] Very truly yours,

By: Name: Title:

[Signature Page to Lock-up] Exhibit 3.1

UNOFFICIAL TRANSLATION DEED OF CONVERSION AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF TEADS B.V. (AFTER CONVERSION NAMED: TEADS N.V.)

On the [•] day of [•] two thousand and twenty-one appears before me, [•], notaris (civil-law notary) in Amsterdam: [•]. The person appearing declares that on the [•] day of [•] two thousand and twenty-one, the general meeting of: Teads B.V., a private company with limited liability, with corporate seat in Amsterdam, the Netherlands, and address at: Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands, Trade Register number 82833680 (the “Company”), resolved to convert the Company into a public limited liability company and in connection therewith to amend its articles of association, as well as to authorize the person appearing to execute this deed. Pursuant to those resolutions, the person appearing declares that [s]he converts the Company into a public limited liability company and in connection therewith amends the Company’s articles of association such that these shall read in full as follows

ARTICLES OF ASSOCIATION: 1 DEFINITIONS 1.1 In these articles of association, the following words shall have the following meaning: Accountant: an accountant as referred to in article 2:393 DCC, or an organization in which such accountants work together; Articles of Association: these articles of association; Board: the board of directors of the Company; CEO: the chief executive officer of the Board; Chairman: the chairman of the Board; Common Share: each Common Share A and each Common Share B; Common Share A: a class A common share in the share capital of the Company; Common Share B: a class B common share in the share capital of the Company; Company: Teads N.V.; Company Body: the Board or the General Meeting; Control: over a Shareholder that is a legal entity means: (a) the ownership of legal and/or beneficial title to voting securities that represent more than fifty percent (50%) of the votes in the general meeting of such legal entity; and/or (b) being empowered to appoint, suspend or dismiss or cause the appointment, suspension or dismissal of at least a majority of the members of the management board, supervisory board or any similar governing body of such legal entity, whether through the exercise of voting rights, by contract or otherwise; and/or (c) the power to direct or cause the direction of the management and policies of such entity, whether through the exercise of voting rights, by contract or otherwise; Controller: (i) Patrick Drahi, born in Casablanca, Morocco, on the twentieth day of August nineteen hundred and sixty- three, individually or (if applicable) together with any of his children who indirectly hold Common Shares or (ii) Patrick Drahi’s heirs jointly; Conversion Notice: a written notice, in a form as determined by the Board, provided by a holder of Common Shares B in accordance with article 13; DCC: the Dutch Civil Code; Depositary Receipts: depositary receipts for Shares; Director: an Executive Director or a Non-Executive Director; Distributable Equity: the part of the Company’s equity which exceeds the aggregate of the paid in and called up part of the share capital and the reserves which must be maintained pursuant to the law; Executive Director: a member of the Board appointed as executive director; General Meeting: the corporate body that consists of Shareholders and all other Persons with Meeting Rights / the meeting in which Shareholders and all other Persons with Meeting Rights assemble; Independent Non-Executive a member of the Board appointed as independent non-executive director; Director: in writing: by letter, by telecopier, by e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established; Meeting Rights: the right, either in person or by proxy authorized in writing, to attend and speak at the General Meeting or, in the case of a meeting of holders of Shares of a specific class, at the meeting of holders of those Shares;

2 Nominating Shareholder: (i) Next Alt S.à r.l., a limited liability company (société à responsabilité limitée) governed by Luxembourg law, having its official seat in Luxembourg, Grand Duchy of Luxembourg, and its registered office at 5 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B 194.978, provided that Next Alt S.à r.l. (a) holds a direct or indirect interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (b) is Controlled by the Controller, or (ii) when Next Alt S.à r.l. does not hold a direct or indirect interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and/or is no longer Controlled by the Controller, the legal entity which (x) holds a direct interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (y) is Controlled by the Controller. The provisions in these Articles of Association referencing the (rights of the) Nominating Shareholder only apply if and for as long as there is a person qualifying as Nominating Shareholder; Non-Executive Director: a Non-Independent Non-Executive Director or an Independent Non-Executive Director; Non-Independent Non-Executive a member of the Board appointed as non-independent non-executive director; Director: Persons with Meeting Rights: Shareholders, holders of a right of usufruct with Meeting Rights and holders of a right of pledge with Meeting Rights, subject to article 37.1; Persons with Voting Rights: Shareholders with voting rights, holders of a right of usufruct with voting rights and holders of a right of pledge with voting rights at the General Meeting, subject to article 37.1, or where the meeting of holders of Shares of a specific class adopts resolutions, with voting rights at that meeting; Preference Share: a preference share in the share capital of the Company; President: the president of the Board; Record Date: the twenty-eighth day prior to the date of a General Meeting, or such other day as prescribed by law; Retained Earnings Reserve the reserve held for the benefit of the holders of Preference Shares in accordance with article 29.1; Preference Shares: Secretary: the secretary of the Company;

3 Share: a share in the share capital of the Company; unless the contrary is apparent, this shall include each Common Share and Preference Share; Shareholder: a holder of one or more Shares; Subsidiary: a subsidiary of the Company as referred to in article 2:24a DCC; Vice-President: the vice-president of the Board. 1.2 References to articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent. 1.3 Any reference to a gender includes all genders.

2 NAME AND OFFICIAL SEAT 2.1 The Company’s name is Teads N.V. 2.2 The official seat of the Company is in Amsterdam, the Netherlands.

3 OBJECTS The objects of the Company are: (a) to incorporate, to participate in any way whatsoever in, to manage, to supervise, to develop and to sell businesses and companies; (b) to finance businesses and companies; (c) to borrow, to lend and to raise funds, including the issue of (convertible) bonds, promissory notes, warrants or other securities or evidence of indebtedness as well as to enter into agreements in connection with the aforementioned activities; (d) to render advice and services to businesses and companies with which the Company forms a group and to third parties; (e) to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, its group companies and/or third parties; (f) to acquire, alienate, manage and exploit registered property and items of property in general; (g) to trade in currencies, securities and items of property in general; (h) to develop and trade in patents, trademarks, licenses, know-how and other intellectual and industrial property rights; and (i) to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

4 AUTHORIZED SHARE CAPITAL 4.1 The authorized share capital of the Company amounts to one hundred and seventy-four million euro (EUR 174,000,000). 4.2 The authorized share capital of the Company is divided into four billion five hundred million (4,500,000,000) Common Shares A, with a nominal value of one eurocent (EUR 0.01) each, five hundred million (500,000,000) Common Shares B, with a nominal value of twenty-five eurocent (EUR 0.25) each, and one hundred million (100,000,000) Preference Shares, with a nominal value of four eurocent (EUR 0.04) each. 4.3 As at the moment of conversion of Common Shares B into Common Shares A as referred to in article 13, the authorized share capital of the Company shall decrease with the number of Common Shares B included in such conversion, as applicable, and the authorized share capital of the Company shall increase with the number of Common Shares A resulting from such conversion.

4 4.4 All Shares are to be registered. No share certificates (aandeelbewijzen) shall be issued.

5 REGISTER OF SHAREHOLDERS 5.1 In due observance of the applicable statutory provisions, a register of Shareholders shall be kept by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may, in whole or in part, be kept in more than one copy and at more than one address. Part of the register may be kept abroad in order to comply with applicable foreign statutory provisions or applicable listing rules. 5.2 The name, address and such further information as required by law or considered appropriate by the Board, of each Shareholder, each pledgee of Shares and each usufructuary of Shares, shall be recorded in the register of Shareholders. 5.3 On application by a Shareholder or a pledgee or usufructuary of Shares, the Board shall furnish an extract from the register of Shareholders, free of charge, insofar as it relates to the applicant’s right in respect of a Share. If a right of pledge or a usufruct is created on a Share, the extract shall state to whom the voting rights accrue and to whom the Meeting Rights accrue. 5.4 Without prejudice to article 5.1, the Board shall make the register of Shareholders available at the Company’s office for inspection by the Persons with Meeting Rights.

6ISSUE OF SHARES 6.1 Shares shall be issued pursuant to a resolution of the General Meeting, or pursuant to a resolution of the Board if the Board has been authorized for a specific period not exceeding five (5) years to issue Shares by resolution of the General Meeting. The resolution granting the aforesaid authorization must determine the number of Shares that may be issued. The authorization may from time to time be extended for a period not exceeding five (5) years. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn. The General Meeting shall, for as long as any such designation of the Board for this purpose is in force, remain authorized to resolve upon the issuance of Shares. 6.2 Article 6.1 shall apply correspondingly to the granting of rights to subscribe for Shares, but shall not be applicable to the issue of Shares to persons exercising a previously granted right to subscribe for Shares.

7 PRE-EMPTIVE RIGHTS 7.1 Each holder of Common Shares shall have a pre-emptive right on any issue of Common Shares pro rata to the aggregate amount of its Common Shares. No Shareholder shall, however, have a pre-emptive right on Common Shares issued for a non-cash contribution. Shareholders shall also not have a pre-emptive right on Common Shares issued to employees of the Company or a group company of the Company. 7.2 Pre-emptive rights may be limited or excluded by a resolution of the General Meeting. The General Meeting may designate this authority to the Board for a period not exceeding five (5) years, provided that the General Meeting has also authorized the Board to issue Shares in accordance with article 6.1. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn. If less than one half of the issued share capital of the Company is represented at a General Meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to limit or exclude such pre-emptive rights or to make such designation.

5 7.3 In accordance with article 2:96a DCC, no Shareholders shall have pre-emptive rights on any issue of Preference Shares. 7.4 This article shall apply correspondingly to the granting of rights to subscribe for Shares, but shall not be applicable to the issue of Shares to persons exercising a previously granted right to subscribe for Shares.

8 PAYMENT ON SHARES 8.1 The price and other terms of issue shall be determined at the time of the resolution to issue Shares. The issue price shall not be less than the nominal value. 8.2 If the amount of Shares to be issued is announced and only a lesser amount can be placed, this latter amount shall only be placed if expressly allowed by the conditions of issue. 8.3 Common Shares may only be issued against payment in full of the amount at which such Common Shares are issued and with due observance of the provisions of articles 2:80a and 2:80b DCC. 8.4 Preference Shares may be issued against payment in cash of at least one quarter of their nominal value. 8.5 The Company Body authorized to issue Shares, grant rights to subscribe for Shares and restrict or exclude pre-emptive rights, in accordance with the provisions of articles 6 and 7, shall be authorized to resolve that in respect of any issuance of Shares and/or granting of rights to subscribe for Shares, the nominal value of these Shares shall be paid up on account of the Distributable Equity. 8.6 Legal acts relating to a non-cash contribution on Shares and other legal acts as referred to in article 2:94 DCC may be performed by the Board without prior approval of the General Meeting.

9 SHARES IN THE COMPANY’S OWN SHARE CAPITAL 9.1 The Company may not subscribe for its own Shares on issue. 9.2 Subject to authorization by the General Meeting and subject to Dutch law, the Board may cause the Company to acquire fully paid-up Shares and Depositary Receipts, for a consideration. 9.3 No authorization as referred to in article 9.2 shall be required for the acquisition of Shares or Depositary Receipts for the purpose of transferring the same to employees of the Company or of any of its group companies under a scheme applicable to such employees, provided that such Shares or Depositary Receipts are listed on a stock exchange. 9.4 Shares in the Company’s own share capital or Depositary Receipts may be disposed of pursuant to a resolution of the Board. 9.5 Articles 9.1 and 9.2 do not apply to Shares acquired by the Company under universal succession of title.

6 10 FINANCIAL ASSISTANCE The Company may grant loans for the purpose of a subscription for or an acquisition of Shares or Depositary Receipts subject to Dutch law.

11 REDUCTION ISSUED SHARE CAPITAL 11.1 With due observance of Dutch law, the General Meeting may resolve to reduce the issued share capital by (i) reducing the nominal value of Shares by amending these Articles of Association or (ii) cancelling Shares. 11.2 A resolution to cancel Shares may only relate to: (a) Shares or Depositary Receipts held by the Company; or (b) all Preference Shares with repayment.

12 RIGHT OF PLEDGE AND USUFRUCT ON SHARES 12.1 Upon the establishment of a right of pledge on a Share or the creation of a right of usufruct on a Share, the right to vote may be vested in the pledgee or the usufructuary, with due observance of Dutch law. 12.2 Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have Meeting Rights. The Meeting Rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Board has approved the same and with due observance of Dutch law.

13 CONVERSION OF SHARES 13.1 A holder of Common Shares B may at all times provide the Board with a Conversion Notice requesting to convert one or more of his Common Shares B into Common Shares A in the ratio of twenty-five (25) Common Shares A for one (1) Common Share B. 13.2 The Conversion Notice shall at least include an irrevocable and unconditional power of attorney to the Company, with full power of substitution, to transfer twenty-four (24) of the Common Shares A, in which each Common Share B has been converted, unencumbered and without any attachments for no consideration (om niet) to the Company, which transfer shall be effected by the Company simultaneously with the conversion of (relevant) Common Share(s) B into Common Shares A referred to in the Conversion Notice.

14 DEPOSITARY RECEIPTS The Company shall not cooperate with the issuance of Depositary Receipts. Holders of Depositary Receipts shall therefore not be entitled to Meeting Rights, unless they have been expressly granted to them by the Company pursuant to a resolution of the Board to that effect.

15 MANAGEMENT 15.1 The management of the Company shall be conducted by the Board, consisting of one or more Executive Directors, one or more Non-Independent Non-Executive Directors and one or more Independent Non-Executive Directors. 15.2 The Board determines the number of Executive Directors, Non-Independent Non-Executive Directors and Independent Non-Executive Directors. The Board decides whether any Director positions are vacant. Only individuals can be Non-Executive Directors.

7 15.3 The Executive Directors, Non-Independent Non-Executive Directors and Independent Non-Executive Directors shall be appointed as such by the General Meeting. In respect of the appointment of Executive Directors and Non-Independent Non-Executive Directors, the following applies: (a) the Executive Directors and Non-Independent Non-Executive Directors are appointed at the binding nomination of the Nominating Shareholder; (b) the General Meeting may at all times overrule the binding nomination by a resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued share capital; (c) if the General Meeting overruled the binding nomination, the Nominating Shareholder shall make a new binding nomination; (d) the nomination shall be included in the notice of the General Meeting at which the appointment shall be considered; (e) the Board shall request the Nominating Shareholder to make its nomination at least ten (10) days before convening the General Meeting at which the appointment shall be considered; and (f) if a nomination has not been made by the Nominating Shareholder or has not been made by the Nominating Shareholder within seven (7) days following the request of the Board, this shall be stated in the notice and the General Meeting shall be free to appoint a Director at its discretion. 15.4 The Company must establish a policy in respect of the remuneration of the Directors. The policy is adopted by the General Meeting upon the proposal of the Board. The remuneration of the Directors shall be determined by the General Meeting upon the proposal of the Board and with due observance of the remuneration policy adopted by the General Meeting.

16 TERM OF OFFICE. RESIGNATION, SUSPENSION AND DISMISSAL 16.1 Each Director shall be appointed for a term to be determined by the General Meeting. A Director is appointed for a maximum period of four (4) years. His appointment shall lapse ultimately at the end of the annual General Meeting held in the fourth year after the year of his appointment, unless specified otherwise in the nomination for his appointment. An Executive Director may be reappointed for a term of not more than four (4) years at a time, with due observance of the provision of the previous sentence. A Non-Executive Director may be reappointed once for a term of not more than four (4) years, with due observance of the provision of the third sentence, and subsequently for a maximum term of two (2) years, which term may be extended for a maximum of another two (2) years. 16.2 A Non-Executive Director may be in office for a period not longer than twelve (12) years, which period may or may not be interrupted, unless the General Meeting resolves otherwise. 16.3 The General Meeting may at any time dismiss or suspend a Director. In case of dismissal of an Executive Director or a Non-Independent Non-Executive Director, the following applies: (a) if the Nominating Shareholder proposes the dismissal of an Executive Director or a Non-Independent Non-Executive Director to the General Meeting, the General Meeting can resolve upon such dismissal by a resolution adopted by an absolute majority of the votes cast;

8 (b) if the Nominating Shareholder has not made a proposal for the dismissal of an Executive Director or a Non-Independent Non-Executive Director, the General Meeting can only resolve upon the dismissal of such Executive Director or Non-Independent Executive Director by a resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued share capital. 16.4 An Executive Director may also be suspended by the Board. 16.5 If either the Board or the General Meeting has resolved upon a suspension of a Director, the General Meeting shall within three (3) months after the suspension has taken effect, resolve either to dismiss such Director with due observance of the provisions in article 16.3, or to terminate or continue the suspension. A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three (3) months commencing on the day that the General Meeting has adopted the resolution to continue the suspension. If the General Meeting has not decided to terminate or to continue the suspension within the required period, the suspension shall lapse.

17 CHAIRMAN, PRESIDENT, VICE-PRESIDENT AND CEO OF THE BOARD 17.1 The Board shall appoint a Non-Executive Director as Chairman for such period as the Board may decide, with due observance of the terms referred to in articles 16.1 and 16.2. 17.2 The General Meeting shall grant to a Non-Executive Director the title of President. Only the General Meeting may deprive such Non-Executive Director from its President title. 17.3 The Board shall grant to a Non-Executive Director the title of Vice-President. The Board may also grant to an Executive Director the title of CEO. Only the Board may deprive such Executive Director or Non-Executive Director from its title. 17.4 The Board may also grant other titles to Directors and may deprive them from such titles. Each title shall be granted only to one Director at the same time. 17.5 The Board may appoint one of the Non-Executive Directors as vice-chairman of the Board for such period as the Board may decide, with due observance of the terms referred to in articles 16.1 and 16.2. If the Chairman is absent or unwilling to fulfil his duties, the vice-chairman shall be entrusted with such duties. 17.6 If no Chairman has been appointed or if the Chairman is absent or unwilling to take the chair, a meeting of the Board shall be presided over by the vice-chairman of the Board or in the event of his absence or unwillingness to take the chair, by a Non-Executive Director or, in the event all Non-Executive Directors in office are absent or unwilling to take the chair, an Executive Director designated for such purpose by the meeting.

18 SECRETARY 18.1 The Board shall appoint a Secretary. The Secretary does not have to be a Director. 18.2 The Secretary shall have such powers as are assigned to him by these Articles of Association and, subject to these Articles of Association, by the Board on or after his appointment. 18.3 The Secretary may be removed from office at any time by the Board.

9 19 CORPORATE GOVERNANCE GUIDELINES 19.1 With due observance of these Articles of Association, the Board shall adopt one or more sets of corporate governance guidelines dealing with such matters as its internal organization, the manner in which decisions are taken, the composition, the duties and organization of committees and any other matters concerning the Board, the Executive Directors, the Non-Executive Directors and the committees established by the Board. 19.2 Regulations dealing with matters concerning the General Meeting will be placed on the Company’s website.

20 MEETINGS 20.1 Meetings of the Board may be called at any time, either by (i) the President, (ii) the Vice-President, (iii) three (3) Non-Executive Directors (including at least one (1) Non-Independent Non-Executive Director) jointly, or (iv) the Secretary, on instruction of the persons mentioned under (i), (ii) and (iii) of this article 20.1. 20.2 The Secretary shall attend the meetings of the Board. Both the President and the Vice-President, individually, may decide to permit others to attend a meeting as well. 20.3 A Director shall not participate in the deliberations and decision-making process in the event of a direct or indirect personal conflict of interest between that Director and the Company and the enterprise connected with it. If there is such personal conflict of interest in respect of all Directors, the decision shall nevertheless be taken by the Board. 20.4 The minutes of meetings of the Board shall be kept by the Secretary. The minutes shall be adopted by the Board at the same meeting or at a subsequent meeting. If the Board has adopted resolutions without holding a meeting, the Secretary shall keep a record of each resolution adopted without holding a meeting. Such record shall be signed by the Chairman and the Secretary. 20.5 Each Director, other than the President, and if no President is in function or if the President is conflicted within the meaning of article 20.3, other than the Vice-President, shall be entitled to one (1) vote. The President is entitled to cast a number of votes that equals the number of Directors entitled to vote, excluding the President, that is present or represented at that meeting. If no President is in function or if the President is conflicted within the meaning of article 20.3, the Vice-President shall be entitled to cast a number of votes that equals the number of Directors entitled to vote, excluding the Vice-President, that is present or represented at that meeting. 20.6 Unless the law, these Articles of Association or the corporate governance guidelines referred to in article 19.1 provide otherwise, resolutions of the Board shall be adopted by an absolute majority of the votes cast. 20.7 Resolutions of the Board shall be adopted in a meeting where the President and the Vice-President are present or represented or, when no President is in function, the Vice-President is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the President is present or represented. In the event the President or the Vice-President cannot participate in the deliberations and the decision-making in respect of the resolutions concerned due to a direct or indirect personal conflict of interest with the Company within the meaning of article 20.3, the following applies:

10 (a) if the President is conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors, including the Vice-President, is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the majority of the Directors is present or represented; (b) if the Vice-President is conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors, including the President, is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the majority of the Directors is present or represented; (c) if both the President and the Vice-President are conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if at least two (2) Directors are present or represented.

21 POWERS, DIVISION OF DUTIES, RESTRICTIONS 21.1 Subject to the division of duties referred to in article 21.2, the Board shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by these Articles of Association to others. 21.2 The Board may divide its duties among the Directors in the corporate governance guidelines referred to in article 19.1, provided that the day-to-day management of the Company shall be entrusted to the Executive Directors and provided further that the Non-Executive Directors may not be deprived of their duty to supervise the performance of Directors. 21.3 The Board may establish such committees as it may deem necessary, which committees may consist of one or more Directors or other persons. The Board appoints the members of each committee, provided that (i) an audit committee shall consist of Independent Non-Executive Directors only, (ii) an Executive Director shall not be a member of a compensation committee and (iii) a Non-Executive Director shall not be a member of an executive committee. The Board determines the tasks of each committee. The Board may at any time change the duties and the composition of each committee. 21.4 The Executive Directors shall timely provide the Non-Executive Directors with all information required for the exercise of their duties. 21.5 Without prejudice to any other applicable provisions of these Articles of Association, the Board shall require the approval of the General Meeting for resolutions of the Board regarding a significant change in the identity or nature of the Company or its enterprise, including in any event: (a) the transfer of the enterprise or practically the entire enterprise to a third party; (b) the conclusion or cancellation of any long-lasting cooperation by the Company or a Subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to the Company; and

11 (c) the acquisition or disposal of a participating interest in the share capital of a company with a value of at least one third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the Company, by the Company or a Subsidiary.

22 VACANCY OR INABILITY OF THE DIRECTORS 22.1 If the seat of an Executive Director is vacant (ontstentenis) or upon the inability of an Executive Director (belet), the remaining Executive Director(s) shall temporarily be entrusted with the executive management of the Company, notwithstanding that the Board may provide for a temporary deputy. If the seats of all Executive Directors are vacant or upon the inability of all Executive Directors or the sole Executive Director, as the case may be, the executive management of the Company shall temporarily be entrusted to the Non-Executive Directors, with the authority for the Board to temporarily entrust the executive management of the Company to one or more Non-Executive Directors and/or one or more other persons. 22.2 If the seat of a Non-Executive Director is vacant or upon the inability of a Non-Executive Director, the remaining Non-Executive Director(s) shall temporarily be entrusted with the performance of the duties and the exercise of the authorities of that Non-Executive Director, notwithstanding that the Board may provide for a temporary deputy. If the seat of the President is vacant or upon the inability of the President, another Non-Executive Director designated by the Board may be temporarily entrusted with the duties of the President. If the seats of all Non-Executive Director(s) are vacant or upon the inability of all Non-Executive Directors or the sole Non-Executive Director, as the case may be, the Board shall provide for a temporary deputy. 22.3 If the seats of all Directors are vacant or upon the inability of all Directors or the sole Director, as the case may be, the General Meeting shall be authorized to temporarily entrust the performance of the duties and the exercise of the authorities of the Directors to other individuals.

23 REPRESENTATION 23.1 The Board shall be authorized to represent the Company. The President and the Vice-President, acting jointly, shall also be authorized to represent the Company. 23.2 The Board shall have the power, without prejudice to its responsibility, to cause the Company to be represented by one or more Directors or others as attorneys. These attorneys shall have such powers as shall be assigned to them on or after their appointment and in conformity with these Articles of Association, by the Board.

24 INDEMNIFICATION 24.1 Unless Dutch law provides otherwise, current and former Directors are reimbursed for: (a) the reasonable costs of conducting a defence against claims resulting from an act or omission in performing their duties or in performing other duties the Company has asked them to fulfil; (b) any compensation or financial penalties they owe as a result of an act or omission as referred to in (a);

12 (c) any amounts they owe under settlements they have reasonably entered into in connection with an act or omission as referred to in (a); (d) the reasonable costs of other proceedings in which they are involved as a current or former Director, except for proceedings in which they are primarily asserting their own claims; and (e) tax damage due to reimbursements in accordance with this article. 24.2 An indemnified person is not entitled to the reimbursement referred to in article 24.1 insofar as: (a) it has been established in a final and non-appealable decision of the competent court or, in the event of arbitration, of an arbitrator, that the act or omission of the indemnified person can be described as deliberate (opzettelijk), wilfully reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar). In that case, the indemnified person must immediately repay the sums reimbursed by the Company, unless Dutch law provides otherwise or this would, in the given circumstances, be unacceptable according to standards of reasonableness and fairness; (b) the costs or the financial losses of the indemnified person are covered by an insurance policy and the insurer has paid out these costs or financial losses; or (c) the indemnified person failed to notify the Company as soon as possible of the costs or the financial losses or of the circumstances that could lead to the costs or financial losses. 24.3 The Company shall reimburse costs and financial losses immediately on receipt of an invoice or another document showing the costs or financial losses incurred by the indemnified person, on the condition that the indemnified person has undertaken in writing to repay these costs and reimbursements if a repayment obligation as referred to in article 24.2 arises. 24.4 The indemnified person shall comply with the Company’s instructions regarding the defence strategy and coordinate the defence strategy with the Company beforehand. The indemnified person requires the Company’s prior written consent for: (i) acknowledging personal liability, (ii) deciding not to put up a defence, and (iii) entering into a settlement. 24.5 The Company may take out liability insurance for the benefit of the indemnified persons. 24.6 The Board may further implement this article 24. 24.7 This article may be amended without the consent of the indemnified persons, but the indemnity granted in this article will remain in force for claims for the reimbursement of costs and other payments as referred to in this article that resulted from an act or omission by the indemnified person in the period when the indemnity was in effect.

25 FINANCIAL YEAR AND ANNUAL ACCOUNTS 25.1 The Company’s financial year shall be the calendar year. 25.2 Annually, within the term set by Dutch law, the Board shall prepare annual accounts, and shall file the same for inspection at the Company’s office. 25.3 The annual accounts shall be accompanied (i) by the Accountant’s statement referred to in article 26.4, (ii) by the annual report, unless article 2:391 DCC does not apply to the Company, as well as (iii) the other particulars to be added to those documents by virtue of applicable statutory provisions.

13 25.4 The annual accounts shall be signed by all Directors; if the signature of one or more of them is lacking, this shall be stated, giving the reasons therefor.

26 ACCOUNTANT 26.1 The Company shall instruct an Accountant to audit the annual accounts. 26.2 The General Meeting shall be authorized to furnish such instruction. If the General Meeting fails to do so, the Board shall be competent thereto. Executive Directors may not participate in the deliberations and decision-making on an instruction to an Accountant to audit the annual accounts in case the General Meeting has not given the instruction. The instruction to the Accountant may only be withdrawn for valid reasons and in accordance with article 2:393(2) DCC. 26.3 The Accountant shall render an account of his audit to the Board. 26.4 The Accountant shall reflect the results of his audit in a statement attesting whether the annual accounts give a true and fair view.

27 FILING AT THE OFFICE OF THE COMPANY The annual accounts as prepared, the annual report, the report of the Non-Executive Directors and the information to be added pursuant to article 2:392(1) DCC must be made available at the Company’s office as of the date of the notice convening the annual General Meeting. Shareholders and other Persons with Meeting Rights may inspect the documents at that place and obtain a copy thereof free of charge.

28 ADOPTION 28.1 The annual accounts shall be adopted by the General Meeting. 28.2 The annual accounts may not be adopted if the General Meeting has been unable to inspect the Accountant’s statement referred to in article 26.4, unless the information to be added by virtue of Dutch law includes a legal ground for the lacking of the statement.

29 PROFITS AND DISTRIBUTIONS 29.1 Out of the profits accrued in a financial year, primarily and insofar as possible, first a preferred amount equal to zero point zero one percent (0.01%) per annum of the paid up part of the aggregate nominal value of all issued and outstanding Preference Shares is added to the Retained Earnings Reserve Preference Shares. If, in a financial year, no profit is made or the profits are insufficient to allow the addition to the Retained Earnings Reserve Preference Shares provided for in this article 29.1, the deficit shall be added from profits earned in following financial years. 29.2 Each year the Board may determine which part of the profits after application of article 29.1 shall be reserved. 29.3 The General Meeting may resolve to distribute any part of the profits remaining after reservation in accordance with article 29.2, provided that out of such profits (i) no further additions shall be made to the Retained Earnings Reserve Preference Shares and (ii) no distributions shall be made on the Preference Shares. If the General Meeting does not resolve to distribute these profits in whole or in part, such profits (or any profits remaining after distribution) shall also be reserved.

14 29.4 Distributions may be made only up to an amount which does not exceed the amount of the Distributable Equity. 29.5 Distribution of profits shall be made after adoption of the annual accounts if permissible under Dutch law given the contents of the annual accounts. 29.6 The Board may resolve to distribute an interim dividend on the Shares with due regard to articles 29.1 and 29.3. 29.7 The Board may resolve that distributions on Shares are made from the Distributable Equity, provided that the holders of Preference Shares shall not be entitled to any reserves other than the Retained Earnings Reserves Preference Shares. 29.8 The General Meeting may at the proposal of the Board resolve that a distribution on Shares shall not be paid in whole or in part in cash but in Shares or in any other form. 29.9 In calculating the amount of any distribution on Shares, Shares held by the Company, or Shares for which the Company holds the Depositary Receipts shall be disregarded, unless such Shares or Depositary Receipts are encumbered with a right of usufruct or pledge. 29.10 Any and all distributions on the Common Shares shall be made in such a way that on each Common Share an equal amount or value will be distributed. 29.11 Articles 2:104 and 2:105 DCC shall apply to distributions.

30 DATE FOR PAYMENT 30.1 The date on which dividends and other distributions shall be made payable shall be announced in accordance with article 40. 30.2 Unless the Company Body authorized to make distributions determines another date of payment, distributions on Shares shall be made payable within thirty (30) days after they have been declared. 30.3 A claim of a Shareholder for payment of a distribution shall be time barred by an elapse of five (5) years after the date it became payable.

31 ANNUAL GENERAL MEETING 31.1 The annual General Meeting shall be held each year, within six (6) months after the end of the financial year. 31.2 The agenda for the annual General Meeting shall announce, inter alia, the following matters: (a) discussion of the annual report, including corporate governance; (b) discussion and adoption of the annual accounts; (c) discharge of the Directors; (d) appointments for any vacancies; (e) reservation and dividend policy, including the policy regarding the allocation of profits; (f) proposal to cancel Shares the Company holds in its own share capital; (g) any other proposals presented by the Board and announced with due observance of article 40 as well as proposals made by Shareholders and/or other Persons with Meeting Rights in accordance with Dutch law and these Articles of Association.

15 31.3 Matters will only be put to vote if and to the extent the General Meeting is authorized by law or these Articles of Association to resolve on the subject matter. All other matters are put on the agenda for discussion purposes only.

32 OTHER GENERAL MEETINGS Other General Meetings shall be held as often as the Board, the President, the Vice-President or the Nominating Shareholder deems necessary, without prejudice to articles 2:110, 2:111 and 2:112 DCC.

33 CONVENING A GENERAL MEETING. AGENDA 33.1 General Meetings shall be convened by the Board, the President, the Vice-President or the Nominating Shareholder. 33.2 The notice of a General Meeting shall be given with due observance of a notice period of at least such number of days prior to the day of the General Meeting as required by Dutch law. 33.3 The notice convening a General Meeting shall be issued in accordance with article 40. The Board may decide that the notice to a Person with Meeting Rights who agrees to an electronic notification is replaced by a legible and reproducible message sent by electronic mail to the address indicated by such person to the Company for such purpose. 33.4 An item requested in writing by one or more Shareholders and/or Persons with Meeting Rights solely or jointly representing at least the percentage of the issued share capital as required by Dutch law shall be included in the notice of the General Meeting or announced in the same manner as the notice of the General Meeting if the Company has received the request, including the reasons for such request, no later than on the day prescribed by Dutch law. The Board has the right not to place such proposals on the agenda if the Board judges them to be evidently not in the interest of the Company. 33.5 Written requests as referred to in article 33.4 may not be submitted electronically. Written requests as referred to in article 33.4 shall comply with conditions stipulated by the Board, which conditions shall be posted on the Company’s website.

34 PLACE OF MEETINGS General Meetings shall be held in Amsterdam or Haarlemmermeer (including Schiphol Airport).

35 CHAIRPERSON 35.1 The General Meetings shall be presided over by the Chairman or, in his absence, by the vice-chairman of the Board; in the event that the latter is also absent, the Directors present shall appoint a chairperson of the General Meeting from their midst. The Board may appoint another person to act as chairperson of a General Meeting. 35.2 If the chairperson of the General Meeting has not been appointed in accordance with article 35.1, the General Meeting itself shall appoint a chairperson. Until that moment, the eldest person present at the General Meeting shall act as chairperson.

36 MINUTES 36.1 Minutes shall be kept of the proceedings at every General Meeting by a secretary to be designated by the chairperson of the General Meeting. The minutes shall be adopted by the chairperson and the secretary of the General Meeting and shall be signed by them as evidence thereof.

16 36.2 The Board or the chairperson of the General Meeting may determine that a notarial report must be drawn up of the proceedings of a General Meeting.

37 RIGHTS AT GENERAL MEETINGS. ADMITTANCE 37.1 Those Persons with Meeting Rights and those Persons with Voting Rights who are on the Record Date for a General Meeting listed as such in a register designated for that purpose by the Board, are deemed Persons with Meeting Rights or Persons with Voting Rights, respectively, for that General Meeting, regardless of who is entitled to the Shares at the time of the relevant General Meeting. 37.2 In order for a person to be able to exercise Meeting Rights and the right to vote at a General Meeting, that person must notify the Company in writing of his intention to do so no later than on the day and in the manner mentioned in the notice convening the General Meeting. 37.3 The Board may determine that Persons with Voting Rights may, within a period prior to the General Meeting to be set by the Board, which period cannot begin prior to the Record Date, cast their votes electronically or by means of a letter in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes cast at a General Meeting. 37.4 The Board may resolve that proceedings at a General Meeting may be observed by electronic means of communication. 37.5 The Board may decide that each Person with Meeting Rights has the right, in person or represented by written proxy, to take part in, address and, to the extent that person is entitled to vote, to vote at the General Meeting using electronic means of communication and is able to directly observe the proceedings. The Board may attach conditions to the use of electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the Person with Meeting Rights and for the reliability and security of the communication. The conditions must be included in the notice convening the General Meeting and be published on the Company’s website. 37.6 The chairperson of the General Meeting decides on all matters relating to the admission to the General Meeting. The chairperson of the General Meeting shall decide whether persons, other than those entitled to be admitted pursuant to this article 37, shall be admitted to the General Meeting. 37.7 The Directors are entitled to attend the General Meeting, in person or by electronic communication, and have an advisory vote at the General Meeting. 37.8 The General Meeting may be conducted in a language other than the Dutch language if so determined by the chairperson of the General Meeting.

38 VOTING 38.1 Each Common Share A confers the right to cast one (1) vote. Each Common Share B confers the right to cast twenty-five (25) votes. Each Preference Share confers the right to cast four (4) votes.

17 38.2 To the extent the law or these Articles of Association do not require a qualified majority, all resolutions of the General Meeting shall be adopted by an absolute majority of the votes cast, in a General Meeting in which a quorum of at least fifty percent (50%) of the issued and outstanding share capital is present or represented. If such quorum is not present or represented, a second General Meeting may be convened, at which second General Meeting such part of the issued and outstanding share capital does not have to be present or represented. 38.3 Notwithstanding any other provisions of these Articles of Association, resolutions of the General Meeting in relation to the application for bankruptcy, suspension of payments, legal merger, legal demerger, amendment of these Articles of Association and dissolution can only be adopted at the proposal of the Board. 38.4 The chairperson of the General Meeting determines the method of voting. 38.5 Blank votes, abstentions and invalid votes shall not be counted as votes. 38.6 The ruling pronounced by the chairperson of the General Meeting in respect of the outcome of a vote shall be decisive. The same shall apply to the contents of a resolution passed, in as far as voting related to a proposal was not made in writing. 38.7 In the General Meeting, no voting rights may be exercised for any Share held by the Company or a Subsidiary, nor for any Share for which the Company or a Subsidiary holds the Depositary Receipts. However, pledgees and usufructuaries of Shares belonging to the Company or a Subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share concerned belonged to the Company or such Subsidiary. The Company or a Subsidiary may not exercise voting rights for a Share in respect of which it holds a right of pledge or usufruct. 38.8 When determining how many votes are cast by Persons with Voting Rights, how many Persons with Voting Rights are present or represented, or which part of the Company’s issued share capital is present or represented, no account shall be taken of Shares for which, pursuant to the law or these Articles of Association, no vote can be cast.

39 MEETINGS OF HOLDERS OF SHARES OF A SPECIFIC CLASS 39.1 Meetings of holders of Shares of a specific class will be held as frequently and whenever such a meeting is required by virtue or any statutory provision or any provision in these Articles of Association. 39.2 Notwithstanding articles 39.4 and 39.5, the provisions of articles 32 through 38 apply mutatis mutandis to the meeting of holders of Shares of a specific class. 39.3 Article 31 does not apply to a meeting of holders of Shares of a specific class. Article 37.1 does not apply to a meeting of holders of Common Shares B or a meeting of holders of Preference Shares. 39.4 Meetings of holders of Common Shares B and meetings of holders of Preference Shares may be convoked in accordance with article 33, provided that the notice is sent no later than on the sixth (6th) day prior to the day of the meeting. The percentage set out in article 33.4 relates to the Common Shares B or Preference Shares, respectively, only. 39.5 A meeting of holders of Common Shares B or a meeting of holders of Preference Shares may adopt resolutions in writing if the proposal has been sent to all holders of Common Shares B or Preference Shares, respectively, in writing, none of them opposes this manner of decision- making and all holders of Common Shares B or Preference Shares, respectively, express themselves in favour of the proposal concerned.

18 40 NOTICES AND ANNOUNCEMENTS Notices of General Meetings shall be effected in accordance with Dutch law and by a public announcement in electronic form which can be directly and continuously accessed until the General Meeting. Announcements concerning (proposals for) dividend and other distributions on Shares must immediately be published by the Board in accordance with the regulations of the stock exchange where the Shares are officially listed at the Company’s request. The announcement must specify the date when and the manner in which the dividend or other distribution will be payable or – in the case of a proposal for distribution – is expected to be made payable.

41 AMENDMENT ARTICLES OF ASSOCIATION 41.1 At the proposal of the Board, the General Meeting may resolve to amend these Articles of Association. 41.2 When a proposal to amend these Articles of Association is to be submitted to the General Meeting, the notice of such General Meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by, and must be made available free of charge to, Shareholders and other Persons with Meeting Rights, until the conclusion of such General Meeting. An amendment of these Articles of Association shall be laid down in a notarial deed. 41.3 The rights of the Nominating Shareholder in these Articles of Association may not be amended without the prior written consent of the Nominating Shareholder.

42 DISSOLUTION AND LIQUIDATION 42.1 At the proposal of the Board, the General Meeting may resolve to dissolve the Company. 42.2 If the Company is dissolved pursuant to a resolution of the General Meeting, the Executive Directors shall become liquidators of the dissolved Company’s property. The General Meeting may decide to appoint other persons as liquidators. The Non-Executive Directors shall supervise the liquidators. 42.3 During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible. 42.4 From the balance remaining after payment of the debts of the dissolved Company shall first insofar as possible, be paid: (a) on each Preference Share as repayment: an amount equal to the paid up nominal value of a Preference Share; and (b) to each holder of Preference Shares: any balance of the Retained Earnings Reserve Preference Shares in proportion to the paid up part of the aggregate nominal value of the Preference Shares held by each. 42.5 The balance remaining after application of article 42.4 shall be transferred to the holders of Common Shares in proportion to the number of Common Shares held by each.

Finally the individual appearing before me declares: (a) an auditor, as referred to in article 2:393(1) DCC has certified, in accordance with the provisions of article 2:72(1) DCC, that on a date within five (5) months prior to the date of the execution of this deed, the equity of the Company corresponded at least with the issued share capital; and

19 (b) at the date of execution of this deed, the issued and paid up share capital of the Company amounts to [●] euro (EUR [●]).

A document in evidence of the resolutions referred to in the opening statements of this deed, as well as the auditor’s certificate referred to under (a), are attached to this deed.

The original copy of this deed was executed in Amsterdam, the Netherlands, on the date mentioned at the top of this deed. I summarised and explained the substance of the deed. The individual appearing before me confirmed having taken note of the deed’s contents and having agreed to a limited reading of the deed. I then read out those parts of the deed that the law requires. Immediately after this, the individual appearing before me, who is known to me, and I signed the deed at [●].

20 Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, by and between Teads N.V., a naamloze vennootschap incorporated under the laws of the Netherlands (the “Company”), Altice International S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, Mr. Pierre Chappaz and Mr. Bertrand Quesada.

WHEREAS, the Company has filed a registration statement on Form F-1 (File No. 333-257715) under the Securities Act (as defined herein) with respect to the initial public offering (“Offering”) of Class A common shares of the Company, par value €0.01 per share (the “Class A Shares”);

WHEREAS, following the Offering, the Company will have two classes of common shares, Class A Shares and Class B common shares, par value €0.25 per share (the “Class B Shares” and together with the Class A Shares, the “Shares”);

WHEREAS, the parties desire to set forth certain registration rights applicable to the Registrable Securities (as defined herein) held from time to time by the Eligible Shareholders (as defined herein) subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement:

“Affiliate” means, as to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

“Altice” means Altice International S.à r.l. and any successors thereto.

“Altice Equity Holder” means (i) Altice, (ii) any Subsidiary of Next Alt S.à r.l. to which Registrable Securities may be transferred or issued, and (iii) any Registration Rights Transferee under Section 11.02(a).

“Agreement” shall have the meaning set forth in the Preamble.

“Articles” means the articles of association of the Company.

“Business Day” means any day other than a Saturday, a Sunday or any other day in New York, New York, the Netherlands or Luxembourg City, Luxembourg on which banking institutions are authorized or required by law or regulation to close.

“Class A Shares” shall have the meaning set forth in the Preamble.

“Class B Shares” shall have the meaning set forth in the Preamble.

“Commission” means the United States Securities and Exchange Commission and any successor agency performing comparable functions. “Company” shall have the meaning set forth in the Preamble.

“Demand Registrations” shall have the meaning set forth in Section 2.02(a).

“Eligible Shareholder” means a Qualified Holder that owns Registrable Securities, including any Registration Rights Transferee, as set forth on Schedule 1 attached hereto, as amended from time to time.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor United States Federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“Family Member” means, with respect to any natural person who is a Founder Equity Holder, such person’s spouse, domestic partner, parents, stepparents, grandparents, lineal descendants, siblings and lineal descendants of siblings. Lineal descendants include adopted persons and stepchildren.

“Founder Equity Holder” means Pierre Chappaz and Bertrand Quesada.

“Governmental Authority” means any regional, Federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, political subdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign.

“Indemnified Party” shall have the meaning set forth in Section 8.03.

“Indemnifying Party” shall have the meaning set forth in Section 8.03.

“Lock-Up Securities” shall have the meaning set forth in Section 5.01.“Long-Form Demand Registration” shall have the meaning set forth in Section 2.01(b).

“Losses” shall have the meaning set forth in Section 8.01.

“Offering” shall have the meaning set forth in the Preamble.

“Other Shareholders” shall have the meaning set forth in Section 4.03.

“Permitted Entity” means (a) a Permitted Trust solely for the benefit of (i) a Founder Equity Holder, (ii) one or more Family Members of such Founder Equity Holder and/or (iii) any other Permitted Entity of such Founder Equity Holder;

(b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) a Founder Equity Holder, (ii) one or more Family Members of such Founder Equity Holder and/or (iii) any other Permitted Entity of such Founder Equity Holder;

(c) the personal representative of the estate of a Founder Equity Holder upon the death of such Founder Equity Holder solely to the extent such individual or entity is acting in the capacity as personal representative of such estate;

(d) a revocable living trust, which revocable living trust is itself a Permitted Trust, following the death of the natural person grantor of such trust, solely to the extent that Registrable Shares are held in such trust pending distribution to the beneficiaries designated in such trust, all of whom are Qualified Holders; and

(e) a guardian or conservator of a Qualified Holder who has been adjudged disabled, incapacitated, incompetent or otherwise unable to manage his own affairs by a court of competent jurisdiction, solely in that guardian’s or conservator’s capacity as such.

2 Except as explicitly provided for in the Articles, a Permitted Entity of a Founder Equity Holder shall not cease to be a Permitted Entity of that Founder Equity Holder solely by reason of his death.

“Permitted Transfer” means any transfer of Shares to a Qualified Holder.

“Permitted Trust” means a trust where each trustee is (a) a Founder Equity Holder, (b) a Family Member of a Founder Equity Holder, or (c) a professional (including an attorney or accountant) in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

“Person” means an individual, a company, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity or any Governmental Authority.

“Piggyback Registration” shall have the meaning set forth in Section 4.01.

“Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable Federal statute then in effect (other than any registration statement on Form S-8, Form F-4 or Form S-4 or any successor forms thereto).

“Qualified Holder” means (i) any Altice Equity Holder, or (ii) any Founder Equity Holder or any Family Member or Permitted Entity of such Founder Equity Holder.

“Registrable Securities” means (i) Class A Shares issued beneficially owned by Altice or a Founder Equity Holder at the closing of the Offering, but only to the extent held by Qualified Holders, (ii) Class A Shares issuable upon the conversion of Class B Shares beneficially owned by Altice at the closing of the Offering or received in exchange for any additional capital contributions subsequent to the Offering by an Altice Equity Holder and approved by the board of directors, but only to the extent held by Qualified Holders and (iii) Class A Shares issued by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization or otherwise, but only to the extent held by Qualified Holders; provided, however, that any such Shares shall cease to be Registrable Securities when they (a) have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration; (b) have been sold pursuant to Rule 144; or (c) are eligible for resale by an Eligible Shareholder under Rule 144 without volume or manner of sale restrictions, as determined by the Company in its discretion after consultation with Company counsel.

“Registration Expenses” shall have the meaning set forth in Section 7.01.

“Registration Rights Transferee” shall have the meaning set forth in Section 11.02(a).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto.

“Securities Act” means the United States Securities Act of 1933, as amended, or any successor United States Federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time.

“Shares” shall have the meaning set forth in the Recitals.

“Shelf Registration Statement” shall have the meaning set forth in Section 3.01(a).

“Shelf Underwritten Offering” shall have the meaning set forth in Section 2.07.

“Short-Form Demand Registrations” shall have the meaning set forth in Section 2.02(a).

3 “Subsequent Shelf Registration Statement” shall have the meaning set forth in Section 3.01(a).

“Subsidiary” means an incorporated or unincorporated entity in which another Person (i) has a majority of the shareholders’ or members’ voting rights or (ii) has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in or member of such entity.

“Take-Down Notice” shall have the meaning set forth in Section 2.07.

“Transferring Shareholder” shall have the meaning set forth in Section 11.02(a).

ARTICLE II

Demand Registration

SECTION 2.01 Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the Offering (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities), Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding shall be entitled to request registration under the Securities Act of all or part of the Registrable Securities on Form F-1 or any similar long-form registration statement; provided, however, that with respect to any request under this Section 2.01(a), (i) the anticipated aggregate offering amount of the Registrable Securities covered by such registration shall equal or exceed $75,000,000 and (ii) the Company shall not otherwise be eligible at the time of the request to file a registration statement on Form F-3 or any similar short-form registration statement for the sale of Registrable Securities by the Eligible Shareholders.

(b) Within ten days after receipt of any written request pursuant to this Section 2.01, the Company shall give written notice of such request to all Eligible Shareholders, and shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from Eligible Shareholders within ten days after delivery of the Company’s notice, and thereupon the Company shall use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. A registration requested pursuant to this Section 2.01 is referred to herein as a “Long-Form Demand Registration”.

SECTION 2.02 Short-Form Registrations. (a) In addition to the Long-Form Demand Registration rights provided pursuant to Section 2.01 above, at any time after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the Offering (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) and commencing on the date on which the Company becomes eligible to register securities issued by it on a Form F-3 or any similar short-form registration statement, Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding shall be entitled to request registration under the Securities Act of all or part of the Registrable Securities on Form F-3 or such similar short-form registration statement (“Short-Form Demand Registrations” and, together with Long-Form Demand Registrations, “Demand Registrations”); provided, however, that with respect to any request under this Section 2.02(a), the anticipated aggregate offering amount of the Registrable Securities covered by such registration shall equal or exceed $75,000,000; provided, further, that if the Company has a registration statement filed with the Commission in accordance with and pursuant to Rule 415 under the Securities Act, then such demand right shall be exercised in accordance with Section 2.07.

(b) Within ten days after receipt of any written request pursuant to this Section 2.02, the Company shall give written notice of such request to all Eligible Shareholders, and shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from Eligible Shareholders within ten days after delivery of the Company’s notice, and thereupon the Company shall use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. Demand Registrations must be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If for marketing or other reasons, the managing underwriter(s) with respect to any Short-Form Demand Registration request the inclusion in the registration statement of information

4 that is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company shall provide such information as may be reasonably requested for inclusion by the managing underwriter(s) in the Short-Form Demand Registration.

SECTION 2.03 Registration Amount and Number of Demands. Each request for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold. The maximum number of demand registration requests available under Article II shall be unlimited.

SECTION 2.04 Payment of Expenses for Demand Registrations. The Company shall pay all Registration Expenses for the Demand Registrations made under Section 2.01 or Section 2.02. A registration shall not count as a Demand Registration until it has become effective.

SECTION 2.05 Priority. If the managing underwriter(s) with respect to a Demand Registration involving more than one Eligible Shareholder advise the Company in writing that, in their opinion, the number of Registrable Securities requested to be included in such Demand Registration should be reduced due to adverse market conditions, market demand or otherwise, then, unless otherwise agreed by all of the Eligible Shareholders who have requested inclusion of Registrable Securities in the applicable Demand Registration, the Company shall include in such registration statement (a) first, the Shares requested to be included therein by the Altice Equity Holders, pro rata on the basis of the number of such Registrable Securities requested by such holders to be included in the applicable Demand Registration and (b) second, the Shares requested to be included therein by the Founder Equity Holders, pro rata on the basis of the number of such Registrable Securities requested by such holders to be included in the applicable Demand Registration

SECTION 2.06 Restrictions. The Company shall not be obligated to effect any Demand Registration within 120 days after the effective date of a previous Demand Registration. In addition, with respect to any Demand Registration, if (A) (i) in the good faith judgment of the Company, there is a material adverse change in the condition, financial or otherwise, prospects, earnings or business affairs of the Company that has not been disclosed to the general public or (ii) the Company is planning to prepare and file a registration statement for a primary offering by the Company of its securities, and (B) the chief executive officer or chief financial officer of the Company notifies in writing the holders of the Registrable Securities requesting such Demand Registration that such officer has reasonably concluded that under such circumstances, it would be in the Company’s best interest to postpone the filing of a Demand Registration, then the Company may postpone for up to 45 days the filing or the effectiveness (but not the preparation) of a registration statement for a Demand Registration; provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of a registration statement for a Demand Registration more than three times during any 12-month period and such postponements shall not exceed 90 days in the aggregate (unless the requesting holders of Registrable Securities consent in writing to a longer postponement of the filing or effectiveness of such registration statement).

SECTION 2.07 Underwritten Offerings. All Demand Registrations shall be underwritten (which shall include “block trades”) and in no event shall the Company be obligated to effect any underwritten offering other than through a Demand Registration. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Article III is effective, if Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding deliver a notice to the Company (a “Take-Down Notice”) demanding an underwritten offering of all or part of their Registrable Securities (the aggregate amount of such Registrable Securities to be at least $75,000,000), included by them on the Shelf Registration Statement (a “Shelf Underwritten Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering. In connection with any Shelf Underwritten Offering: (a) the Company shall deliver the Take-Down Notice to all other holders of Registrable Securities included on such Shelf Registration Statement and permit each such holder to include its Registrable Securities on the Shelf Registration Statement in the Shelf Underwritten Offering if such holder notifies the Company within five days after delivery of the Take-Down Notice to such holder; and (b) in the event that the underwriter determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of Registrable Securities which

5 would otherwise be included in such take down, the underwriter may limit the number of Registrable Securities which would otherwise be included in such take-down offering in the same manner as described in Section 2.05 with respect to a limitation of Shares to be included in a registration.

SECTION 2.08 Selection of Underwriters. In connection with any Demand Registration, the managing underwriter(s) in respect of such offering shall be chosen by the Altice Equity Holders requesting such registration, subject to the approval of the Company (which approval shall not be unreasonably withheld).

ARTICLE III

Shelf Registrations

SECTION 3.01 Right to Shelf Registration. (a) Subject to the terms of this Agreement, in addition to the Demand Registrations and commencing on the date on which the Company becomes eligible to register securities issued by it on a Form F-3 or any similar short-form registration statement, Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding shall be entitled to request that the Company file a shelf registration statement on Form F-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto) with respect to all or part of the Registrable Securities (including the prospectus, amendments and supplements to the shelf registration statement or prospectus, including pre- and post- effective amendments thereto, all exhibits thereto and all material incorporated by reference or deemed incorporated by reference therein, the “Shelf Registration Statement”. Within ten days after receipt of any written request pursuant to this Section 3.01, the Company shall give written notice of such request to all Eligible Shareholders, and shall use its reasonable best efforts to include in such Shelf Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from Eligible Shareholders within ten days after delivery of the Company’s notice.

The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration Statement effective and updated, from the date such Shelf Registration Statement is declared effective until the date as of which all of the Registrable Securities included in the Shelf Registration Statement have been sold or cease to be Registrable Securities.

(b) If the Shelf Registration Statement has been effective for three years, at the end of the third year, if requested by Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding, the Company shall use its reasonable best efforts to promptly file a new shelf registration statement (a “Subsequent Shelf Registration Statement”) on Form F-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto). Within ten days after receipt of any written request pursuant to this Section 3.01, the Company shall give written notice of such request to all Eligible Shareholders, and shall use its reasonable best efforts to include in such Subsequent Shelf Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from Eligible Shareholders within ten days after delivery of the Company’s notice.

The Company shall use its reasonable best efforts to cause any Subsequent Shelf Registration Statement to be declared effective by the Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep any Subsequent Shelf Registration Statement effective and updated, from the date such Subsequent Shelf Registration Statement is declared effective until the earlier of (i) the date as of which all of the Registrable Securities included in the Subsequent Shelf Registration Statement have been sold or cease to be Registrable Securities and (ii) the third anniversary of the initial effective date of the Subsequent Shelf Registration Statement. If the Subsequent Shelf Registration Statement has been effective for three years, at the end of the third year, if requested by Altice Equity Holders holding at least 10% of the Registrable Securities then outstanding, the Company shall use its reasonable best efforts to promptly file a new Subsequent Shelf Registration Statement on Form F-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto).

(c) From time to time, Altice Equity Holders, when holding at least 10% of the Registrable Securities, shall be entitled to request that the Company amend the Shelf Registration Statement or any Subsequent Shelf Registration Statement to (i) include all or part of the Registrable Securities not already covered by the Shelf Registration Statement or any Subsequent Shelf Registration Statement or (ii) amend the plan of distribution as

6 reasonably necessary to permit resales of Registrable Securities in the manner contemplated by such requesting holders (subject to the limitations of Section 2.07). Upon receipt of a request to amend a Shelf Registration Statement or any Subsequent Shelf Registration Statement in accordance with this subsection, the Company shall use its reasonable best efforts to cause such amendment to be filed as soon as reasonably practicable after the receipt of such request.

(d) Payment of Expenses for Shelf Registrations. The Company shall pay all Registration Expenses for the shelf registrations made under this Article III.

ARTICLE IV

Piggyback Registrations

SECTION 4.01 Right to Piggyback. At any time, whenever the Company proposes to register any of its equity securities under the Securities Act for its own account or otherwise, and the registration form to be used may be used for the registration of Registrable Securities (each, a “Piggyback Registration”) (except for registrations on Form S-8, Form F-4 or Form S-4 or any successor forms thereto), the Company shall give written notice, at least ten days prior to the proposed filing of such registration statement, to all Eligible Shareholders, of its intention to effect such a registration and shall use its reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 4.02 and 4.03 below) with respect to which the Company has received written requests for inclusion specifying the number of Registrable Securities desired to be registered, which requests shall be delivered within ten days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

SECTION 4.02 Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriter(s) advise the Company in writing that, in their opinion, the number of Company securities requested to be included in the registration (including securities of the Company that are not Registrable Securities) should be reduced due to adverse market conditions, market demand or otherwise, then the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities to be included in such registration and underwriting shall be determined as follows: (a) first, any securities that the Company proposes to sell; (b) second, the Registrable Securities requested to be included in such registration by Altice Equity Holders, pro rata among such holders on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, (c) third, the Registrable Securities requested to be included in such registration by Founder Equity Holders, pro rata among such holders on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and (d) fourth, other securities, if any, requested to be included in such registration.

SECTION 4.03 Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary offering on behalf of any Person, other than Eligible Shareholders, who has the contractual right to initiate such a registration (the “Other Shareholders”), the Company shall provide a notice to all Eligible Holders in a manner set forth in Section 4.01. If the managing underwriter(s) advise the Company in writing that, in their opinion, the number of Company securities requested to be included in the registration (including securities of the Company that are not Registrable Securities) should be reduced due to adverse market conditions, market demand or otherwise, the Company shall include in such registration: (a) first, the Shares requested to be included therein by the Other Shareholders, (b) second, the Registrable Securities requested to be included in such registration by Altice Equity Holders, pro rata among such holders on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, (c) third, the Registrable Securities requested to be included in such registration by Founder Equity Holders, pro rata among such holders on the basis of the total number of Registrable Securities which are requested by such holders to be included in such registration, and (d) fourth, other securities, if any, requested to be included in such registration.

SECTION 4.04 Selection of Underwriters. In connection with any Piggyback Registration resulting from the Company’s proposal to register any of its Shares for its own account, the Company shall have the right to select the managing underwriter(s) in respect of such offering in its sole discretion.

7 SECTION 4.05 Payment of Expenses for Demand Registrations. The Company shall pay all Registration Expenses for the Piggyback Registrations under this Article IV.

ARTICLE V

Additional Agreements

SECTION 5.01 Holders’ Agreements. To the extent consistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the managing underwriter(s) of any underwritten offering of the Company’s securities, any holder participating in such underwritten offering shall not, directly or indirectly (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for Shares, whether then owned or thereafter acquired by such holder or with respect to which the holder has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act, or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Shares or other securities, in cash or otherwise (other than those securities included by such holder in the offering in question, if any), without the prior written consent of the Company or such underwriters, as the case may be, during the period of up to 180 days following the effective date of the registration statement for such underwritten offering; provided, however, that the foregoing restrictions shall not apply to (a) Shares being sold in such underwritten offering, (b) transactions relating to Lock-Up Securities or other securities acquired in the open market, (c) transfers of Lock-Up Securities or any security convertible into or exercisable or exchangeable for Lock-Up Securities (i) as bona fide gifts, gifts, or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of such holder or to any trust for the direct or indirect benefit of such holder or one or more immediate family members of such holder (for purposes of this Section 5.01, “immediate family” shall mean any spouse or domestic partner and any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (d) sales or other dispositions to affiliates of such holder; provided that it shall be a condition to any transfer pursuant to clauses (c) and (d) that (i) the transferee/donee agrees to be bound by the terms of a lock up agreement (including, without limitation, the foregoing restrictions) to the same extent as if the transferee/donee were a party hereto and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of a lock up period, and (e) the transfer of such holder’s Lock-Up Securities or any security convertible into or exercisable or exchangeable for Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided, that the recipient of such transfer or distribution shall be subject to the foregoing restrictions.

In addition, each holder of Registrable Securities shall enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter(s) may reasonably request.

SECTION 5.02 Company’s Agreements. The Company agrees not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 90-day period following the effective date of a registration statement filed under Article II hereof (except as part of any such underwritten registration or pursuant to registrations on Form S-8, Form F-4 or Form S-4 or any successor forms thereto), unless the managing underwriter(s) otherwise agree.

SECTION 5.03 Suspension of Resales. The Company shall be entitled to suspend for up to 45 days the use of the prospectus forming the part of any registration statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material adverse change in the condition, financial or otherwise, prospects, earnings or business affairs of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company notifies in writing the holders of the Registrable Securities included in such registration statement and not previously sold thereunder that such officer has reasonably concluded that under such circumstances it would be

8 in the Company’s best interest to suspend the use of such prospectus; provided, however, that the Company may not exercise its rights under this Section 5.03 more than three times in any 12-month period and the duration of such suspensions shall not, taken together with any postponements pursuant to Section 2.06, exceed 90 days in the aggregate in any 12-month period (unless the holders of at least 10% of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writing to a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written notification it shall immediately discontinue the sale of any Registrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company in writing that the use of the prospectus forming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus.

ARTICLE VI

Registration Procedures

SECTION 6.01 Registration Procedures. Whenever requests for registration have been made pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company will as expeditiously as reasonably possible: (a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company shall furnish copies of all such documents proposed to be filed to one counsel designated by Altice Equity Holders holding at least 10% of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to the holders of Registrable Securities covered by such registration statement contained therein and the Company shall consider in good faith any comments reasonably requested by such counsel with respect to such information); (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectuses used in connection therewith as may be necessary to keep such registration statement effective until the later of (i) the date that is 180 days after its effectiveness and (ii) the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) furnish to each seller of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectuses included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (e) use its reasonable best efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the Eligible Shareholders reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities

9 owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction or (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not already subject to taxation; (f) promptly notify each seller of such Registrable Securities and, if requested by such seller, confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective; (g) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or fails to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller (but subject to the terms of Section 5.03), the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (h) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company; (i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (j) enter into such customary agreements (including, if applicable, underwriting agreements in customary form) and take all such other customary actions as the holders of 10% of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (k) use reasonable best efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of Registrable Securities to be sold and to remove any restrictive notation from the books and records of the transfer agent or the Company, as applicable; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three Business Days prior to any sale of Registrable Securities; (l) subject to confidentiality agreements in form and substance acceptable to the Company, make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration; (m) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

10 (n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority; (p) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement (i) all legal opinions from counsels of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such underwriters and sellers of Registrable Securities may reasonably agree upon and (ii) a “comfort letter” or “comfort letters” from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which comfort letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectuses, or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and (q) with respect to Demand Registrations, make senior executives of the Company reasonably available to assist the managing underwriter (s) with respect to, and participate, in “road shows” in connection with the marketing efforts for the distribution and sale of Registrable Securities pursuant to a registration statement.

ARTICLE VII

Registration Expenses

SECTION 7.01 Company’s Expenses. The Company shall pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; printing expenses; messenger and delivery expenses; fees and disbursements of counsel for the Company; reasonable fees and disbursements of one counsel chosen by Altice Equity Holders holding 10% of the Registrable Securities to be included in such registration to represent all holders of Registrable Securities to be included in the registration; fees and disbursements of the Company’s registered public accounting firm; and reasonable fees and disbursements of all other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and holders of Registrable Securities, all underwriting discounts and commissions and transfer taxes relating to the Registrable Securities will be borne by the holders of such Registrable Securities. In addition, the Company shall pay its internal expenses (including, but not limited to, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange.

SECTION 7.02 Holder’s Expenses. To the extent that any expenses incident to any registration are not required to be paid by the Company, each holder of Registrable Securities included in a registration shall pay all such expenses which are clearly and solely attributable to the registration of such holder’s Registrable Securities so included in such registration, and any other expenses not so attributable to one holder shall be borne and paid by all sellers of securities included in such registration in proportion to the number of securities so included by each such seller.

11 ARTICLE VIII

Indemnification

SECTION 8.01 By the Company. The Company agrees to indemnify, to the extent permitted by law, each Eligible Shareholder and, as applicable, each of its trustees, shareholders, members, directors, managers, partners, officers and employees, and each Person who controls such holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Eligible Shareholders. The payments required by this Section 8.01 must be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred; provided, however, that if a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) is not entitled to indemnification for any such Losses, such Indemnified Party shall repay to the Company the amount of such Losses for which the Company shall have paid or reimbursed such Indemnified Party.

SECTION 8.02 By Each Eligible Shareholder. In connection with any registration statement in which an Eligible Shareholder is participating, each such holder shall furnish to the Company in writing such information relating to such holder as is reasonably necessary for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company and, as applicable, each of its directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such holder expressly for use in such registration statement, prospectus or preliminary prospectus. In connection with a Demand Registration or any other underwritten offering in which a holder of Registrable Securities is participating, such holder shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company; provided, however, that any obligation to indemnify under this Section 8.02 will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the gross amount (before underwriting discounts) received by such holder from the sale of Registrable Securities pursuant to such registration statement, unless such Losses resulted from such holder’s intentionally fraudulent conduct.

SECTION 8.03 Procedure. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such participation if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, further, that in no event shall the Indemnifying Party be liable for the fees and expenses of more

12 than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not enter into any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article VIII only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (a) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (b) that includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

SECTION 8.04 Survival. The indemnification (and contribution provisions in Section 9.01 below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.

ARTICLE IX

Contribution

SECTION 9.01 Contribution. If the indemnification provided for in Section 8.01 from the Indemnifying Party is unavailable to or unenforceable by the Indemnified Party in respect of any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Article VIII, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding this Article IX, an indemnifying holder shall not be required to contribute any amount in excess of the amount by which (a) the gross amount (before underwriting discounts) received by such holders from the sale of Registrable Securities sold by such holder exceeds (b) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such Losses in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct.

SECTION 9.02 Equitable Considerations; Etc. The Company and the Eligible Shareholders agree that it would not be just and equitable if contribution pursuant to this Article IX were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE X

Compliance with Rule 144

SECTION 10.01 Compliance with Rule 144. At the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144, the Company shall (i) promptly furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule

13 144, and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144.

ARTICLE XI

Miscellaneous

SECTION 11.01 Amendments and Waivers. Any waiver, consent or approval of any kind of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Except as set forth in Section 11.02(c), any amendment, modification, supplement or restatement of this Agreement must be effected by written agreement of the Company and a majority-in-interest of the holders of Registrable Securities. No waiver by any party of any default, misrepresentation or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

SECTION 11.02 Transfer of Rights. (a) The rights of any Altice Equity Holder (a “Transferring Shareholder”) under this Agreement shall be transferable at the option of such Transferring Shareholder, by notice to the Company, to any transferee of Registrable Securities that acquires at least 5% of the Registrable Securities outstanding on the date of the transfer (a “Registration Rights Transferee”).

(b) Any such transfer of rights under Section 11.02(a) will be effective upon (i) receipt by the Company of a written notice from such Transferring Shareholder stating the name and address of any Registration Rights Transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred and (ii) receipt by the Company of a written agreement from the Registration Rights Transferee to be bound by the terms of this Agreement, upon which such Registration Rights Transferee will be deemed to be a party hereto and have the rights and obligations of the Transferring Shareholder hereunder with respect to the Registrable Securities transferred, as if it were an original signatory to this Agreement.

(c) In connection with (1) any Permitted Transfer and (2) any transfer pursuant to Section 11.02(a), Schedule 1 of this Agreement will be amended so as to reflect such transfer or receipt, and each of the Persons and Registration Rights Transferees listed on such amended Schedule 1 will be deemed to be party to, and will be entitled to the benefits of, this Agreement (as if it were an original signatory to this Agreement).

SECTION 11.03 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors, assigns, heirs, executors and personal representatives of the parties hereto, whether so expressed or not.

SECTION 11.04 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.

SECTION 11.05 Notices. Any notice or communication by the Company or any Eligible Shareholder is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, email or overnight air courier guaranteeing next day delivery, to the recipient’s address: If to the Company: Teads N.V. Danzigerkade 15B 1013 AP Amsterdam The Netherlands

14 Attention: Bertrand Quesada Caroline Barbery Natacha Marty With a copy to: Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: Richard Alsop Kristina Trauger Facsimile: (646) 848-7333

If to an Eligible Shareholder, to the address indicated on Schedule 1 attached hereto as amended from time to time.

The Company or any Eligible Shareholder, by notice to the other party hereto, may designate additional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice or communication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

SECTION 11.06 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 11.07 Consent to Jurisdiction. Each of the parties (a) consents to submit itself to the personal jurisdiction of the courts of the State of New York and any Federal court sitting in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the courts of the State of New York or any Federal court sitting in the State of New York.

SECTION 11.08 Remedies. Altice, the Company and Eligible Shareholders holding at least 25% of the Registrable Securities then outstanding will be entitled to enforce its rights and entitlements under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or the necessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement. For the avoidance of doubt, Eligible Shareholders holding less than 25% of the Registrable Securities then outstanding will not be entitled to enforce any of the rights and entitlements under this Agreement.

SECTION 11.09 Further Assurances. Each of the parties hereto shall, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement.

SECTION 11.10 Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion

15 thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 11.11 Entire Agreement. This Agreement (including Schedule 1 attached hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) among the Company and the Eligible Shareholders, with respect to the subject matter hereof.

SECTION 11.12 Execution in Counterparts. This Agreement may be executed (manually or by electronic means) by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.13 No Third-Party Beneficiaries. Except as provided in Articles VIII and IX and Section 11.02, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

SECTION 11.14 Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

SECTION 11.15 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

[Signature pages follow]

16 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

Teads N.V.

by: Name: Title:

Altice International S.à r.l.

by: Name: Title:

Pierre Chappaz

Bertrand Quesada Schedule 1

Eligible Shareholders

Altice International S.à r.l. 5 rue Eugène Ruppert L-2453 Luxembourg Grand Duchy of Luxembourg

Pierre Chappaz Immeuble One Monte Carlo Place du Casino 98000 Monaco Monaco

Bertrand Quesada Flat 6 Tenby Mansions Nottingham Street Marylebone, London W1U5ER United Kingdom Exhibit 5.1

Advocaten Notarissen Belastingadviseurs

To the Issuer (as defined below) Claude Debussylaan 80 Danzigerkade 15 B P.O. Box 75084 1070 AB Amsterdam 1013 AP AMSTERDAM The Netherlands T +31 20 577 1771 F +31 20 577 1775

Date 21 July 2021 G.N. Smeenk E [email protected] Our ref. M37344963/1/20732694 T +31 20 577 1446 F +31 20 577 1775

Dear Sir/Madam,

Registration with the US Securities and Exchange Commission of Class A common shares in the capital of the Issuer

1 INTRODUCTION

I act as Dutch legal adviser (advocaat) to the Issuer in connection with the Registration.

Certain terms used in this opinion are defined in Annex 1 (Definitions).

2 DUTCH LAW

This opinion is limited to Dutch law in effect on the date of this opinion. It (including all terms used in it) is to be construed in accordance with Dutch law.

3 SCOPE OF INQUIRY

I have examined, and relied upon the accuracy of the factual statements in, the following documents:

(a) A copy of the Registration Statement;

(b) A copy of the Merger Proposal;

(c) A copy of each Corporate Resolution;

De Brauw Blackstone Westbroek N.V., Amsterdam, is registered with the Trade Register in the Netherlands under no. 27171912.

All services and other work are carried out under an agreement of instruction (“overeenkomst van opdracht”) with De Brauw Blackstone Westbroek N.V. The agreement is subject to the General Conditions, which have been filed with the register of the District Court in Amsterdam and contain a limitation of liability. Client account notaries ING Bank IBAN NL83INGB0693213876 BIC INGBNL2A. (d) A copy of:

(i) the Issuer’s deed of incorporation including the Old Articles of Association, as provided to me by the Chamber of Commerce (Kamer van Koophandel);

(ii) the Current Articles of Association included in the Dutch Deed of Amendment, as provided to me by the Chamber of Commerce (Kamer van Koophandel);

(iii) the Trade Register Extract; and

(iv) the draft Dutch Deed of Conversion and Amendment including the New Articles of Association.

In addition, I have examined such documents, and performed such other investigations, as I considered necessary for the purpose of this opinion. My examination has been limited to the text of the documents.

4 ASSUMPTIONS

I have made the following assumptions:

(a)

(i) Each copy document conforms to the original and each original is genuine and complete.

(ii) Each signature is the genuine signature of the individual concerned.

(iii) The Registration Statement has been or will have been filed with the SEC in the form referred to in this opinion.

(b)

(i) The Issuer’s authorised share capital at the time of issue of any Registration Share was or will be sufficient to allow for the issue.

(ii) The Registration Shares will have been:

(A) issued or converted in the form and manner prescribed by the articles of association at the time of issue; and

2 / 27 (B) otherwise offered, issued and accepted by their subscribers in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law).

(iii) The nominal amount of the Registration Shares and any agreed share premium will have been validly paid.

(c) Each Corporate Resolution:

(i) has been or will be duly adopted in the form referred to in this opinion and remains or will remain in force without modification; and

(ii) complies or will comply with the requirements of reasonableness and fairness (redelijkheid en billijkheid).

(d)

(i) The Merger Proposal has been validly executed by all parties in the form referred to in this opinion.

(ii)

(A) Each step, resolution, action and/or (other) formality which is required for the implementation of the Merger (other than the execution of the Merger Proposal), including the execution of a Dutch Deed of Merger and each step, resolution, action and/or (other) formality required for such execution, has been or will have been validly taken; and

(B) The Merger will have been validly implemented in accordance with the Merger Proposal and all applicable laws (including, for the avoidance of doubt, Dutch law and the laws of the Grand Duchy of Luxembourg).

5OPINION

Based on the documents and investigations referred to and assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6, I am of the following opinion:

(a) The Issuer has been incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and, upon the execution of the Dutch Deed of Conversion and Amendment, will exist as a public limited liability company (naamloze vennootschap).

3 / 27 (b) When issued or when converted, the Registration Shares will have been validly issued or converted, and will be fully paid and nonassessable1.

6 QUALIFICATIONS

This opinion is subject to the following qualifications:

(a) This opinion is subject to any limitations arising from (a) rules relating to bankruptcy, suspension of payments or Preventive Restructuring Processes, (b) rules relating to foreign (i) insolvency proceedings (including foreign Insolvency Proceedings), (ii) arrangement or compromise of obligations or (iii) preventive restructuring frameworks, (c) other rules regulating conflicts between rights of creditors, or (d) intervention and other measures in relation to financial enterprises or their affiliated entities.

(b) An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.

7 RELIANCE

(a) This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the Registration and not for any other purpose. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an Exhibit to (and therefore together with) the Registration Statement.

(b) Each person accepting this opinion agrees, in so accepting, that:

(i) only De Brauw (and not any other person) will have any liability in connection with this opinion;

(ii) the agreements in this paragraph 7 and all liability and other matters relating to this opinion will be governed exclusively by Dutch law and the Dutch courts will have exclusive jurisdiction to settle any dispute relating to them; and

1 In this opinion, “nonassessable” – which term has no equivalent in Dutch – means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholdership.

4 / 27 (iii) this opinion (including the agreements in this paragraph 7) does not make any person accepting this opinion a client of De Brauw.

(c) The Issuer may:

(i) file this opinion as an exhibit to the Registration Statement; and

(ii) refer to De Brauw giving this opinion in the Exhibit Index and under the heading “Legal Matters” in the prospectus included in the Registration Statement.

The previous sentence is no admittance from me (or De Brauw) that I am (or De Brauw is) in the category of persons whose consent for the filing and reference as set out in that sentence is required under article 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

Yours faithfully, De Brauw Blackstone Westbroek N.V.

Gaby Smeenk

5 / 27 Annex 1 – Definitions

In this opinion:

“Class A Common Shares” means the class A common shares in the share capital of the Issuer.

“Conversion” means the conversion of the Conversion Shares into Class A Common Shares prior to the Registration.

“Conversion Shares” means common shares B1, common shares C1, common shares G1-A, common shares B2, common shares C2, common shares G2-A and common shares G2-B in the capital of the Issuer.

“Corporate Resolution” means each of:

(a) a written resolution of the Issuer’s stated sole shareholder at the time of this resolution, Altice Teads S.A., dated 9 June 2021 resolving (i) to designate the Issuer’s board of directors as the corporate body authorised to issue Class A Common Shares up to a maximum aggregate amount of Class A Common Shares as provided for in the Articles of Association as included in the Deed of Conversion and Amendment and (ii) to exclude all pre-emption rights in respect thereof;

(b) a written resolution of the Issuer’s board of directors dated 9 June 2021 resolving, amongst others, (i) upon the Conversion and (ii) to issue the number of additional Class A Common Shares as included in the resolution referenced in this paragraph under (d), and to exclude all pre-emption rights in respect thereof;

(c) a draft dated 16 July 2021 of a written resolution of the Issuer’s stated sole shareholder at the time of this resolution, Altice Teads S.A., resolving to, amongst others, amend the Articles of Association in accordance with the Deed of Conversion and Amendment;

(d) a draft dated 15 July 2021 of a written resolution of the Issuer’s board of directors confirming, amongst others, the exact number of Class A Common Shares resulting from the Conversion and the exact number of additional Class A Common Shares to be issued pursuant to the resolution referenced in this paragraph under (b);

(e) a draft dated 13 July 2021 of a written resolution of the Issuer’s stated sole shareholder at the time of this resolution, Altice Teads S.A., to, amongst others, (i) issue Class A Common Shares against a contribution in kind and (ii) to approve the contribution in kind in respect thereof; and

6 / 27 (f) means a draft dated 13 July of an official record of proceedings of the general meeting of the Issuer in accordance with article 2:330(3) BW containing a resolution of the general meeting of the Issuer to effect the Merger pursuant to which Class A Common Shares are allotted to the shareholders of Yosemite 1 S.A. and Yosemite 2 S.A.

“Current Articles of Association” means the Issuer’s articles of association as in force on the date of this opinion.

“De Brauw” means De Brauw Blackstone Westbroek N.V.

“Dutch Deed of Amendment” means the notarial deed amendment of the articles of association (akte van statutenwijziging) of the Issuer dated 2 July 2021.

“Dutch Deed of Conversion and Amendment” means the notarial deed of conversion and amendment of the articles of association (akte van omzetting en statutenwijziging), of the Issuer a draft of which, dated 19 July 2021, translated into English, is attached to this opinion as Annex 2 (Dutch Deed of Conversion and Amendment).

“Dutch Deed of Merger” means a Dutch notarial deed of cross-border merger (akte van grensoverschrijdende fusie) to effect the Merger.

“Dutch law” means the law directly applicable in the Netherlands.

“Dutch Notary” means a civil-law notary of De Brauw.

“Insolvency Proceedings” means insolvency proceedings as defined in Article 2(4) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“Issuer” means Teads B.V., with seat in Amsterdam, Trade Register number 82833680, to be converted to a public limited liability company (naamloze vennootschap) and to be renamed as Teads N.V. prior to the Registration.

“Merger” means the cross-border merger (grensoverschrijdende fusie) of the Merging Companies pursuant to the Merger Proposal and the execution of a Dutch Deed of Merger.

“Merger Proposal” means the common draft terms of cross-border Merger (gemeenschappelijk voorstel tot grensoverschrijdende fusie) between the Merging Companies dated 9 June 2021.

“Merging Companies” means the Issuer, as acquiring company, and Yosemite 1 S.A. and Yosemite 2 S.A., as disappearing companies.

7 / 27 “New Articles of Association” means the Issuer’s articles of association as will be in force at the moment of the Registration of the Registration Shares.

“Old Articles of Association” means the Company’s articles of association included in the Company’s deed of incorporation.

“Preventive Restructuring Processes” means public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord).

“Registration” means the registration of the Registration Shares with the SEC under the Securities Act.

“Registration Shares” means the Class A Common Shares to be registered with the SEC pursuant to the Registration.

“Registration Statement” means the registration statement on form F-1 first publicly filed by the issuer on 6 July 2021 in relation to the Registration, as amended (excluding any documents incorporated by reference in it and any exhibits to it).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“the Netherlands” means the part of the Kingdom of the Netherlands located in Europe.

“Trade Register Extract” means a Trade Register extract relating to the Issuer provided by the Chamber of Commerce and dated 21 July 2021.

8 / 27 DRAFT DUTCH DEED OF CONVERSION AND AMENDMENT 19 JULY 2021

Annex 2 – Dutch Deed of Conversion and Amendment

UNOFFICIAL TRANSLATION DEED OF CONVERSION AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF TEADS B.V. (AFTER CONVERSION NAMED: TEADS N.V.)

On the [●] day of [●] two thousand and twenty-one appears before me, [●], notaris (civil-law notary) in Amsterdam: [●]. The person appearing declares that on the [●] day of [●] two thousand and twenty-one, the general meeting of: Teads B.V., a private company with limited liability, with corporate seat in Amsterdam, the Netherlands, and address at: Danzigerkade 15B, 1013 AP Amsterdam, the Netherlands, Trade Register number 82833680 (the “Company”), resolved to convert the Company into a public limited liability company and in connection therewith to amend its articles of association, as well as to authorize the person appearing to execute this deed. Pursuant to those resolutions, the person appearing declares that [s]he converts the Company into a public limited liability company and in connection therewith amends the Company’s articles of association such that these shall read in full as follows ARTICLES OF ASSOCIATION: 1 DEFINITIONS 1.1 In these articles of association, the following words shall have the following meaning:

Accountant: an accountant as referred to in article 2:393 DCC, or an organization in which such accountants work together; Articles of Association: these articles of association; Board: the board of directors of the Company; CEO: the chief executive officer of the Board; Chairman: the chairman of the Board; Common Share: each Common Share A and each Common Share B; Common Share A: a class A common share in the share capital of the Company; Common Share B: a class B common share in the share capital of the Company; Company: Teads N.V.; Company Body: the Board or the General Meeting; Control: over a Shareholder that is a legal entity means: (a) the ownership of legal and/or beneficial title to voting securities that represent more than fifty percent (50%) of the votes in the general meeting of such legal entity; and/or

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(b) being empowered to appoint, suspend or dismiss or cause the appointment, suspension or dismissal of at least a majority of the members of the management board, supervisory board or any similar governing body of such legal entity, whether through the exercise of voting rights, by contract or otherwise; and/or (c) the power to direct or cause the direction of the management and policies of such entity, whether through the exercise of voting rights, by contract or otherwise; Controller: (i) Patrick Drahi, born in Casablanca, Morocco, on the twentieth day of August nineteen hundred and sixty-three, individually or (if applicable) together with any of his children who indirectly hold Common Shares or (ii) Patrick Drahi’s heirs jointly; Conversion Notice: a written notice, in a form as determined by the Board, provided by a holder of Common Shares B in accordance with article 13; DCC: the Dutch Civil Code; Depositary Receipts: depositary receipts for Shares; Director: an Executive Director or a Non-Executive Director; Distributable Equity: the part of the Company’s equity which exceeds the aggregate of the paid in and called up part of the share capital and the reserves which must be maintained pursuant to the law; Executive Director: a member of the Board appointed as executive director; General Meeting: the corporate body that consists of Shareholders and all other Persons with Meeting Rights / the meeting in which Shareholders and all other Persons with Meeting Rights assemble; Independent Non-Executive a member of the Board appointed as independent Director: non-executive director; in writing: by letter, by telecopier, by e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established; Meeting Rights: the right, either in person or by proxy authorized in writing, to attend and speak at the General Meeting or, in the case of a meeting of holders of Shares of a specific class, at the meeting of holders of those Shares;

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Nominating Shareholder: (i) Next Alt S.à r.l., a limited liability company (société à responsabilité limitée) governed by Luxembourg law, having its official seat in Luxembourg, Grand Duchy of Luxembourg, and its registered office at 5 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B 194.978, provided that Next Alt S.à r.l. (a) holds a direct or indirect interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (b) is Controlled by the Controller, or (ii) when Next Alt S.à r.l. does not hold a direct or indirect interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and/or is no longer Controlled by the Controller, the legal entity which (x) holds a direct interest of at least thirty percent (30%) of the aggregate nominal value of the issued and outstanding Common Shares and (y) is Controlled by the Controller. The provisions in these Articles of Association referencing the (rights of the) Nominating Shareholder only apply if and for as long as there is a person qualifying as Nominating Shareholder; Non-Executive Director: a Non-Independent Non-Executive Director or an Independent Non-Executive Director; Non-Independent Non-Executive a member of the Board appointed as non- Director: independent non-executive director; Persons with Meeting Rights: Shareholders, holders of a right of usufruct with Meeting Rights and holders of a right of pledge with Meeting Rights, subject to article 37.1; Persons with Voting Rights: Shareholders with voting rights, holders of a right of usufruct with voting rights and holders of a right of pledge with voting rights at the General Meeting, subject to article 37.1, or where the meeting of holders of Shares of a specific class adopts resolutions, with voting rights at that meeting; Preference Share: a preference share in the share capital of the Company; President: the president of the Board; Record Date: the twenty-eighth day prior to the date of a General Meeting, or such other day as prescribed by law;

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Retained Earnings Reserve the reserve held for the benefit of the holders of Preference Shares in accordance with article Preference Shares: 29.1; Secretary: the secretary of the Company; Share: a share in the share capital of the Company; unless the contrary is apparent, this shall include each Common Share and Preference Share; Shareholder: a holder of one or more Shares; Subsidiary: a subsidiary of the Company as referred to in article 2:24a DCC; Vice-President: the vice-president of the Board. 1.2 References to articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent. 1.3 Any reference to a gender includes all genders. 2 NAME AND OFFICIAL SEAT 2.1 The Company’s name is Teads N.V. 2.2 The official seat of the Company is in Amsterdam, the Netherlands. 3OBJECTS The objects of the Company are: (a) to incorporate, to participate in any way whatsoever in, to manage, to supervise, to develop and to sell businesses and companies; (b) to finance businesses and companies; (c) to borrow, to lend and to raise funds, including the issue of (convertible) bonds, promissory notes, warrants or other securities or evidence of indebtedness as well as to enter into agreements in connection with the aforementioned activities; (d) to render advice and services to businesses and companies with which the Company forms a group and to third parties; (e) to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, its group companies and/or third parties; (f) to acquire, alienate, manage and exploit registered property and items of property in general; (g) to trade in currencies, securities and items of property in general; (h) to develop and trade in patents, trademarks, licenses, know-how and other intellectual and industrial property rights; and (i) to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense. 4 AUTHORIZED SHARE CAPITAL 4.1 The authorized share capital of the Company amounts to one hundred and seventy-four million euro (EUR 174,000,000). 4.2 The authorized share capital of the Company is divided into four billion five hundred million (4,500,000,000) Common Shares A, with a nominal value of one eurocent (EUR 0.01) each, five hundred million (500,000,000) Common Shares B, with a nominal value of twenty- five eurocent (EUR 0.25) each, and one hundred million (100,000,000) Preference Shares, with a nominal value of four eurocent (EUR 0.04) each.

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4.3 As at the moment of conversion of Common Shares B into Common Shares A as referred to in article 13, the authorized share capital of the Company shall decrease with the number of Common Shares B included in such conversion, as applicable, and the authorized share capital of the Company shall increase with the number of Common Shares A resulting from such conversion. 4.4 All Shares are to be registered. No share certificates (aandeelbewijzen) shall be issued. 5 REGISTER OF SHAREHOLDERS 5.1 In due observance of the applicable statutory provisions, a register of Shareholders shall be kept by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may, in whole or in part, be kept in more than one copy and at more than one address. Part of the register may be kept abroad in order to comply with applicable foreign statutory provisions or applicable listing rules. 5.2 The name, address and such further information as required by law or considered appropriate by the Board, of each Shareholder, each pledgee of Shares and each usufructuary of Shares, shall be recorded in the register of Shareholders. 5.3 On application by a Shareholder or a pledgee or usufructuary of Shares, the Board shall furnish an extract from the register of Shareholders, free of charge, insofar as it relates to the applicant’s right in respect of a Share. If a right of pledge or a usufruct is created on a Share, the extract shall state to whom the voting rights accrue and to whom the Meeting Rights accrue. 5.4 Without prejudice to article 5.1, the Board shall make the register of Shareholders available at the Company’s office for inspection by the Persons with Meeting Rights. 6 ISSUE OF SHARES 6.1 Shares shall be issued pursuant to a resolution of the General Meeting, or pursuant to a resolution of the Board if the Board has been authorized for a specific period not exceeding five (5) years to issue Shares by resolution of the General Meeting. The resolution granting the aforesaid authorization must determine the number of Shares that may be issued. The authorization may from time to time be extended for a period not exceeding five (5) years. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn. The General Meeting shall, for as long as any such designation of the Board for this purpose is in force, remain authorized to resolve upon the issuance of Shares. 6.2 Article 6.1 shall apply correspondingly to the granting of rights to subscribe for Shares, but shall not be applicable to the issue of Shares to persons exercising a previously granted right to subscribe for Shares. 7 PRE-EMPTIVE RIGHTS 7.1 Each holder of Common Shares shall have a pre-emptive right on any issue of Common Shares pro rata to the aggregate amount of its Common Shares. No Shareholder shall, however, have a pre-emptive right on Common Shares issued for a non-cash contribution. Shareholders shall also not have a pre-emptive right on Common Shares issued to employees of the Company or a group company of the Company. 7.2 Pre-emptive rights may be limited or excluded by a resolution of the General Meeting. The General Meeting may designate this authority to the Board for a period not exceeding five (5) years, provided that the General Meeting has also authorized the

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Board to issue Shares in accordance with article 6.1. Unless otherwise stipulated at its grant, the authorization cannot be withdrawn. If less than one half of the issued share capital of the Company is represented at a General Meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to limit or exclude such pre-emptive rights or to make such designation. 7.3 In accordance with article 2:96a DCC, no Shareholders shall have pre-emptive rights on any issue of Preference Shares. 7.4 This article shall apply correspondingly to the granting of rights to subscribe for Shares, but shall not be applicable to the issue of Shares to persons exercising a previously granted right to subscribe for Shares. 8 PAYMENT ON SHARES 8.1 The price and other terms of issue shall be determined at the time of the resolution to issue Shares. The issue price shall not be less than the nominal value. 8.2 If the amount of Shares to be issued is announced and only a lesser amount can be placed, this latter amount shall only be placed if expressly allowed by the conditions of issue. 8.3 Common Shares may only be issued against payment in full of the amount at which such Common Shares are issued and with due observance of the provisions of articles 2:80a and 2:80b DCC. 8.4 Preference Shares may be issued against payment in cash of at least one quarter of their nominal value. 8.5 The Company Body authorized to issue Shares, grant rights to subscribe for Shares and restrict or exclude pre-emptive rights, in accordance with the provisions of articles 6 and 7, shall be authorized to resolve that in respect of any issuance of Shares and/or granting of rights to subscribe for Shares, the nominal value of these Shares shall be paid up on account of the Distributable Equity. 8.6 Legal acts relating to a non-cash contribution on Shares and other legal acts as referred to in article 2:94 DCC may be performed by the Board without prior approval of the General Meeting. 9 SHARES IN THE COMPANY’S OWN SHARE CAPITAL 9.1 The Company may not subscribe for its own Shares on issue. 9.2 Subject to authorization by the General Meeting and subject to Dutch law, the Board may cause the Company to acquire fully paid-up Shares and Depositary Receipts, for a consideration. 9.3 No authorization as referred to in article 9.2 shall be required for the acquisition of Shares or Depositary Receipts for the purpose of transferring the same to employees of the Company or of any of its group companies under a scheme applicable to such employees, provided that such Shares or Depositary Receipts are listed on a stock exchange. 9.4 Shares in the Company’s own share capital or Depositary Receipts may be disposed of pursuant to a resolution of the Board. 9.5 Articles 9.1 and 9.2 do not apply to Shares acquired by the Company under universal succession of title.

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10 FINANCIAL ASSISTANCE The Company may grant loans for the purpose of a subscription for or an acquisition of Shares or Depositary Receipts subject to Dutch law. 11 REDUCTION ISSUED SHARE CAPITAL 11.1 With due observance of Dutch law, the General Meeting may resolve to reduce the issued share capital by (i) reducing the nominal value of Shares by amending these Articles of Association or (ii) cancelling Shares. 11.2 A resolution to cancel Shares may only relate to: (a) Shares or Depositary Receipts held by the Company; or (b) all Preference Shares with repayment. 12 RIGHT OF PLEDGE AND USUFRUCT ON SHARES 12.1 Upon the establishment of a right of pledge on a Share or the creation of a right of usufruct on a Share, the right to vote may be vested in the pledgee or the usufructuary, with due observance of Dutch law. 12.2 Both the Shareholder without voting rights and the pledgee or usufructuary with voting rights shall have Meeting Rights. The Meeting Rights may also be granted to the pledgee or usufructuary without voting rights, but only if the Board has approved the same and with due observance of Dutch law. 13 CONVERSION OF SHARES 13.1 A holder of Common Shares B may at all times provide the Board with a Conversion Notice requesting to convert one or more of his Common Shares B into Common Shares A in the ratio of twenty-five (25) Common Shares A for one (1) Common Share B. 13.2 The Conversion Notice shall at least include an irrevocable and unconditional power of attorney to the Company, with full power of substitution, to transfer twenty-four (24) of the Common Shares A, in which each Common Share B has been converted, unencumbered and without any attachments for no consideration (om niet) to the Company, which transfer shall be effected by the Company simultaneously with the conversion of (relevant) Common Share(s) B into Common Shares A referred to in the Conversion Notice. 14 DEPOSITARY RECEIPTS 14 The Company shall not cooperate with the issuance of Depositary Receipts. Holders of Depositary Receipts shall therefore not be entitled to Meeting Rights, unless they have been expressly granted to them by the Company pursuant to a resolution of the Board to that effect. 15 MANAGEMENT 15.1 The management of the Company shall be conducted by the Board, consisting of one or more Executive Directors, one or more Non-Independent Non-Executive Directors and one or more Independent Non-Executive Directors. 15.2 The Board determines the number of Executive Directors, Non-Independent Non-Executive Directors and Independent Non-Executive Directors. The Board decides whether any Director positions are vacant. Only individuals can be Non-Executive Directors.

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15.3 The Executive Directors, Non-Independent Non-Executive Directors and Independent Non-Executive Directors shall be appointed as such by the General Meeting. In respect of the appointment of Executive Directors and Non-Independent Non-Executive Directors, the following applies: (a) the Executive Directors and Non-Independent Non-Executive Directors are appointed at the binding nomination of the Nominating Shareholder; (b) the General Meeting may at all times overrule the binding nomination by a resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued share capital; (c) if the General Meeting overruled the binding nomination, the Nominating Shareholder shall make a new binding nomination; (d) the nomination shall be included in the notice of the General Meeting at which the appointment shall be considered; (e) the Board shall request the Nominating Shareholder to make its nomination at least ten (10) days before convening the General Meeting at which the appointment shall be considered; and (f) if a nomination has not been made by the Nominating Shareholder or has not been made by the Nominating Shareholder within seven (7) days following the request of the Board, this shall be stated in the notice and the General Meeting shall be free to appoint a Director at its discretion. 15.4 The Company must establish a policy in respect of the remuneration of the Directors. The policy is adopted by the General Meeting upon the proposal of the Board. The remuneration of the Directors shall be determined by the General Meeting upon the proposal of the Board and with due observance of the remuneration policy adopted by the General Meeting. 16 TERM OF OFFICE. RESIGNATION, SUSPENSION AND DISMISSAL 16.1 Each Director shall be appointed for a term to be determined by the General Meeting. A Director is appointed for a maximum period of four (4) years. His appointment shall lapse ultimately at the end of the annual General Meeting held in the fourth year after the year of his appointment, unless specified otherwise in the nomination for his appointment. An Executive Director may be reappointed for a term of not more than four (4) years at a time, with due observance of the provision of the previous sentence. A Non-Executive Director may be reappointed once for a term of not more than four (4) years, with due observance of the provision of the third sentence, and subsequently for a maximum term of two (2) years, which term may be extended for a maximum of another two (2) years. 16.2 A Non-Executive Director may be in office for a period not longer than twelve (12) years, which period may or may not be interrupted, unless the General Meeting resolves otherwise. 16.3 The General Meeting may at any time dismiss or suspend a Director. In case of dismissal of an Executive Director or a Non-Independent Non-Executive Director, the following applies: (a) if the Nominating Shareholder proposes the dismissal of an Executive Director or a Non-Independent Non-Executive Director to the General Meeting, the General Meeting can resolve upon such dismissal by a resolution adopted by an absolute majority of the votes cast;

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(b) if the Nominating Shareholder has not made a proposal for the dismissal of an Executive Director or a Non-Independent Non-Executive Director, the General Meeting can only resolve upon the dismissal of such Executive Director or Non-Independent Executive Director by a resolution adopted by a majority of at least two thirds of the votes cast representing more than half of the issued share capital. 16.4 An Executive Director may also be suspended by the Board. 16.5 If either the Board or the General Meeting has resolved upon a suspension of a Director, the General Meeting shall within three (3) months after the suspension has taken effect, resolve either to dismiss such Director with due observance of the provisions in article 16.3, or to terminate or continue the suspension. A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three (3) months commencing on the day that the General Meeting has adopted the resolution to continue the suspension. If the General Meeting has not decided to terminate or to continue the suspension within the required period, the suspension shall lapse. 17 CHAIRMAN, PRESIDENT, VICE-PRESIDENT AND CEO OF THE BOARD 17.1 The Board shall appoint a Non-Executive Director as Chairman for such period as the Board may decide, with due observance of the terms referred to in articles 16.1 and 16.2. 17.2 The General Meeting shall grant to a Non-Executive Director the title of President. Only the General Meeting may deprive such Non-Executive Director from its President title. 17.3 The Board shall grant to a Non-Executive Director the title of Vice-President. The Board may also grant to an Executive Director the title of CEO. Only the Board may deprive such Executive Director or Non-Executive Director from its title. 17.4 The Board may also grant other titles to Directors and may deprive them from such titles. Each title shall be granted only to one Director at the same time. 17.5 The Board may appoint one of the Non-Executive Directors as vice-chairman of the Board for such period as the Board may decide, with due observance of the terms referred to in articles 16.1 and 16.2. If the Chairman is absent or unwilling to fulfil his duties, the vice- chairman shall be entrusted with such duties. 17.6 If no Chairman has been appointed or if the Chairman is absent or unwilling to take the chair, a meeting of the Board shall be presided over by the vice-chairman of the Board or in the event of his absence or unwillingness to take the chair, by a Non-Executive Director or, in the event all Non-Executive Directors in office are absent or unwilling to take the chair, an Executive Director designated for such purpose by the meeting. 18 SECRETARY 18.1 The Board shall appoint a Secretary. The Secretary does not have to be a Director. 18.2 The Secretary shall have such powers as are assigned to him by these Articles of Association and, subject to these Articles of Association, by the Board on or after his appointment. 18.3 The Secretary may be removed from office at any time by the Board.

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19 CORPORATE GOVERNANCE GUIDELINES 19.1 With due observance of these Articles of Association, the Board shall adopt one or more sets of corporate governance guidelines dealing with such matters as its internal organization, the manner in which decisions are taken, the composition, the duties and organization of committees and any other matters concerning the Board, the Executive Directors, the Non-Executive Directors and the committees established by the Board. 19.2 Regulations dealing with matters concerning the General Meeting will be placed on the Company’s website. 20 MEETINGS 20.1 Meetings of the Board may be called at any time, either by (i) the President, (ii) the Vice-President, (iii) three (3) Non-Executive Directors (including at least one (1) Non-Independent Non-Executive Director) jointly, or (iv) the Secretary, on instruction of the persons mentioned under (i), (ii) and (iii) of this article 20.1. 20.2 The Secretary shall attend the meetings of the Board. Both the President and the Vice-President, individually, may decide to permit others to attend a meeting as well. 20.3 A Director shall not participate in the deliberations and decision-making process in the event of a direct or indirect personal conflict of interest between that Director and the Company and the enterprise connected with it. If there is such personal conflict of interest in respect of all Directors, the decision shall nevertheless be taken by the Board. 20.4 The minutes of meetings of the Board shall be kept by the Secretary. The minutes shall be adopted by the Board at the same meeting or at a subsequent meeting. If the Board has adopted resolutions without holding a meeting, the Secretary shall keep a record of each resolution adopted without holding a meeting. Such record shall be signed by the Chairman and the Secretary. 20.5 Each Director, other than the President, and if no President is in function or if the President is conflicted within the meaning of article 20.3, other than the Vice-President, shall be entitled to one (1) vote. The President is entitled to cast a number of votes that equals the number of Directors entitled to vote, excluding the President, that is present or represented at that meeting. If no President is in function or if the President is conflicted within the meaning of article 20.3, the Vice-President shall be entitled to cast a number of votes that equals the number of Directors entitled to vote, excluding the Vice-President, that is present or represented at that meeting. 20.6 Unless the law, these Articles of Association or the corporate governance guidelines referred to in article 19.1 provide otherwise, resolutions of the Board shall be adopted by an absolute majority of the votes cast. 20.7 Resolutions of the Board shall be adopted in a meeting where the President and the Vice-President are present or represented or, when no President is in function, the Vice-President is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the President is present or represented. In the event the President or the Vice-President cannot participate in the deliberations and the decision-making in respect of the resolutions concerned due to a direct or indirect personal conflict of interest with the Company within the meaning of article 20.3, the following applies: (a) if the President is conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors, including the Vice-President, is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the majority of the Directors is present or represented;

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(b) if the Vice-President is conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors, including the President, is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if the majority of the Directors is present or represented; (c) if both the President and the Vice-President are conflicted within the meaning of article 20.3, the Board shall adopt resolutions in a meeting where the majority of the Directors is present or represented. If the quorum is not present or represented, a second meeting of the Board may be convened, where resolutions shall be adopted if at least two (2) Directors are present or represented. 21 POWERS, DIVISION OF DUTIES, RESTRICTIONS 21.1 Subject to the division of duties referred to in article 21.2, the Board shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by these Articles of Association to others. 21.2 The Board may divide its duties among the Directors in the corporate governance guidelines referred to in article 19.1, provided that the day-to-day management of the Company shall be entrusted to the Executive Directors and provided further that the Non-Executive Directors may not be deprived of their duty to supervise the performance of Directors. 21.3 The Board may establish such committees as it may deem necessary, which committees may consist of one or more Directors or other persons. The Board appoints the members of each committee, provided that (i) an audit committee shall consist of Independent Non-Executive Directors only, (ii) an Executive Director shall not be a member of a compensation committee and (iii) a Non-Executive Director shall not be a member of an executive committee. The Board determines the tasks of each committee. The Board may at any time change the duties and the composition of each committee. 21.4 The Executive Directors shall timely provide the Non-Executive Directors with all information required for the exercise of their duties. 21.5 Without prejudice to any other applicable provisions of these Articles of Association, the Board shall require the approval of the General Meeting for resolutions of the Board regarding a significant change in the identity or nature of the Company or its enterprise, including in any event: (a) the transfer of the enterprise or practically the entire enterprise to a third party; (b) the conclusion or cancellation of any long-lasting cooperation by the Company or a Subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the cancellation thereof is of essential importance to the Company; and (c) the acquisition or disposal of a participating interest in the share capital of a company with a value of at least one third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the Company, by the Company or a Subsidiary.

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22 VACANCY OR INABILITY OF THE DIRECTORS 22.1 If the seat of an Executive Director is vacant (ontstentenis) or upon the inability of an Executive Director (belet), the remaining Executive Director(s) shall temporarily be entrusted with the executive management of the Company, notwithstanding that the Board may provide for a temporary deputy. If the seats of all Executive Directors are vacant or upon the inability of all Executive Directors or the sole Executive Director, as the case may be, the executive management of the Company shall temporarily be entrusted to the Non-Executive Directors, with the authority for the Board to temporarily entrust the executive management of the Company to one or more Non-Executive Directors and/or one or more other persons. 22.2 If the seat of a Non-Executive Director is vacant or upon the inability of a Non-Executive Director, the remaining Non-Executive Director(s) shall temporarily be entrusted with the performance of the duties and the exercise of the authorities of that Non-Executive Director, notwithstanding that the Board may provide for a temporary deputy. If the seat of the President is vacant or upon the inability of the President, another Non-Executive Director designated by the Board may be temporarily entrusted with the duties of the President. If the seats of all Non-Executive Director(s) are vacant or upon the inability of all Non-Executive Directors or the sole Non-Executive Director, as the case may be, the Board shall provide for a temporary deputy. 22.3 If the seats of all Directors are vacant or upon the inability of all Directors or the sole Director, as the case may be, the General Meeting shall be authorized to temporarily entrust the performance of the duties and the exercise of the authorities of the Directors to other individuals. 23 REPRESENTATION 23.1 The Board shall be authorized to represent the Company. The President and the Vice-President, acting jointly, shall also be authorized to represent the Company. 23.2 The Board shall have the power, without prejudice to its responsibility, to cause the Company to be represented by one or more Directors or others as attorneys. These attorneys shall have such powers as shall be assigned to them on or after their appointment and in conformity with these Articles of Association, by the Board. 24 INDEMNIFICATION 24.1 Unless Dutch law provides otherwise, current and former Directors are reimbursed for: (a) the reasonable costs of conducting a defence against claims resulting from an act or omission in performing their duties or in performing other duties the Company has asked them to fulfil; (b) any compensation or financial penalties they owe as a result of an act or omission as referred to in (a); (c) any amounts they owe under settlements they have reasonably entered into in connection with an act or omission as referred to in (a); (d) the reasonable costs of other proceedings in which they are involved as a current or former Director, except for proceedings in which they are primarily asserting their own claims; and

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(e) tax damage due to reimbursements in accordance with this article. 24.2 An indemnified person is not entitled to the reimbursement referred to in article 24.1 insofar as: (a) it has been established in a final and non-appealable decision of the competent court or, in the event of arbitration, of an arbitrator, that the act or omission of the indemnified person can be described as deliberate (opzettelijk), wilfully reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar). In that case, the indemnified person must immediately repay the sums reimbursed by the Company, unless Dutch law provides otherwise or this would, in the given circumstances, be unacceptable according to standards of reasonableness and fairness; (b) the costs or the financial losses of the indemnified person are covered by an insurance policy and the insurer has paid out these costs or financial losses; or (c) the indemnified person failed to notify the Company as soon as possible of the costs or the financial losses or of the circumstances that could lead to the costs or financial losses. 24.3 The Company shall reimburse costs and financial losses immediately on receipt of an invoice or another document showing the costs or financial losses incurred by the indemnified person, on the condition that the indemnified person has undertaken in writing to repay these costs and reimbursements if a repayment obligation as referred to in article 24.2 arises. 24.4 The indemnified person shall comply with the Company’s instructions regarding the defence strategy and coordinate the defence strategy with the Company beforehand. The indemnified person requires the Company’s prior written consent for: (i) acknowledging personal liability, (ii) deciding not to put up a defence, and (iii) entering into a settlement. 24.5 The Company may take out liability insurance for the benefit of the indemnified persons. 24.6 The Board may further implement this article 24. 24.7 This article may be amended without the consent of the indemnified persons, but the indemnity granted in this article will remain in force for claims for the reimbursement of costs and other payments as referred to in this article that resulted from an act or omission by the indemnified person in the period when the indemnity was in effect. 25 FINANCIAL YEAR AND ANNUAL ACCOUNTS 25.1 The Company’s financial year shall be the calendar year. 25.2 Annually, within the term set by Dutch law, the Board shall prepare annual accounts, and shall file the same for inspection at the Company’s office. 25.3 The annual accounts shall be accompanied (i) by the Accountant’s statement referred to in article 26.4, (ii) by the annual report, unless article 2:391 DCC does not apply to the Company, as well as (iii) the other particulars to be added to those documents by virtue of applicable statutory provisions. 25.4 The annual accounts shall be signed by all Directors; if the signature of one or more of them is lacking, this shall be stated, giving the reasons therefor. 26 ACCOUNTANT 26.1 The Company shall instruct an Accountant to audit the annual accounts.

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26.2 The General Meeting shall be authorized to furnish such instruction. If the General Meeting fails to do so, the Board shall be competent thereto. Executive Directors may not participate in the deliberations and decision-making on an instruction to an Accountant to audit the annual accounts in case the General Meeting has not given the instruction. The instruction to the Accountant may only be withdrawn for valid reasons and in accordance with article 2:393(2) DCC. 26.3 The Accountant shall render an account of his audit to the Board. 26.4 The Accountant shall reflect the results of his audit in a statement attesting whether the annual accounts give a true and fair view. 27 FILING AT THE OFFICE OF THE COMPANY The annual accounts as prepared, the annual report, the report of the Non-Executive Directors and the information to be added pursuant to article 2:392(1) DCC must be made available at the Company’s office as of the date of the notice convening the annual General Meeting. Shareholders and other Persons with Meeting Rights may inspect the documents at that place and obtain a copy thereof free of charge. 28 ADOPTION 28.1 The annual accounts shall be adopted by the General Meeting. 28.2 The annual accounts may not be adopted if the General Meeting has been unable to inspect the Accountant’s statement referred to in article 26.4, unless the information to be added by virtue of Dutch law includes a legal ground for the lacking of the statement. 29 PROFITS AND DISTRIBUTIONS 29.1 Out of the profits accrued in a financial year, primarily and insofar as possible, first a preferred amount equal to zero point zero one percent (0.01%) per annum of the paid up part of the aggregate nominal value of all issued and outstanding Preference Shares is added to the Retained Earnings Reserve Preference Shares. If, in a financial year, no profit is made or the profits are insufficient to allow the addition to the Retained Earnings Reserve Preference Shares provided for in this article 29.1, the deficit shall be added from profits earned in following financial years. 29.2 Each year the Board may determine which part of the profits after application of article 29.1 shall be reserved. 29.3 The General Meeting may resolve to distribute any part of the profits remaining after reservation in accordance with article 29.2, provided that out of such profits (i) no further additions shall be made to the Retained Earnings Reserve Preference Shares and (ii) no distributions shall be made on the Preference Shares. If the General Meeting does not resolve to distribute these profits in whole or in part, such profits (or any profits remaining after distribution) shall also be reserved. 29.4 Distributions may be made only up to an amount which does not exceed the amount of the Distributable Equity. 29.5 Distribution of profits shall be made after adoption of the annual accounts if permissible under Dutch law given the contents of the annual accounts. 29.6 The Board may resolve to distribute an interim dividend on the Shares with due regard to articles 29.1 and 29.3. 29.7 The Board may resolve that distributions on Shares are made from the Distributable Equity, provided that the holders of Preference Shares shall not be entitled to any reserves other than the Retained Earnings Reserves Preference Shares.

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29.8 The General Meeting may at the proposal of the Board resolve that a distribution on Shares shall not be paid in whole or in part in cash but in Shares or in any other form. 29.9 In calculating the amount of any distribution on Shares, Shares held by the Company, or Shares for which the Company holds the Depositary Receipts shall be disregarded, unless such Shares or Depositary Receipts are encumbered with a right of usufruct or pledge. 29.10 Any and all distributions on the Common Shares shall be made in such a way that on each Common Share an equal amount or value will be distributed. 29.11 Articles 2:104 and 2:105 DCC shall apply to distributions. 30 DATE FOR PAYMENT 30.1 The date on which dividends and other distributions shall be made payable shall be announced in accordance with article 40. 30.2 Unless the Company Body authorized to make distributions determines another date of payment, distributions on Shares shall be made payable within thirty (30) days after they have been declared. 30.3 A claim of a Shareholder for payment of a distribution shall be time barred by an elapse of five (5) years after the date it became payable. 31 ANNUAL GENERAL MEETING 31.1 The annual General Meeting shall be held each year, within six (6) months after the end of the financial year. 31.2 The agenda for the annual General Meeting shall announce, inter alia, the following matters: (a) discussion of the annual report, including corporate governance; (b) discussion and adoption of the annual accounts; (c) discharge of the Directors; (d) appointments for any vacancies; (e) reservation and dividend policy, including the policy regarding the allocation of profits; (f) proposal to cancel Shares the Company holds in its own share capital; (g) any other proposals presented by the Board and announced with due observance of article 40 as well as proposals made by Shareholders and/or other Persons with Meeting Rights in accordance with Dutch law and these Articles of Association. 31.3 Matters will only be put to vote if and to the extent the General Meeting is authorized by law or these Articles of Association to resolve on the subject matter. All other matters are put on the agenda for discussion purposes only. 32 OTHER GENERAL MEETINGS Other General Meetings shall be held as often as the Board, the President, the Vice-President or the Nominating Shareholder deems necessary, without prejudice to articles 2:110, 2:111 and 2:112 DCC. 33 CONVENING A GENERAL MEETING. AGENDA 33.1 General Meetings shall be convened by the Board, the President, the Vice-President or the Nominating Shareholder.

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33.2 The notice of a General Meeting shall be given with due observance of a notice period of at least such number of days prior to the day of the General Meeting as required by Dutch law. 33.3 The notice convening a General Meeting shall be issued in accordance with article 40. The Board may decide that the notice to a Person with Meeting Rights who agrees to an electronic notification is replaced by a legible and reproducible message sent by electronic mail to the address indicated by such person to the Company for such purpose. 33.4 An item requested in writing by one or more Shareholders and/or Persons with Meeting Rights solely or jointly representing at least the percentage of the issued share capital as required by Dutch law shall be included in the notice of the General Meeting or announced in the same manner as the notice of the General Meeting if the Company has received the request, including the reasons for such request, no later than on the day prescribed by Dutch law. The Board has the right not to place such proposals on the agenda if the Board judges them to be evidently not in the interest of the Company. 33.5 Written requests as referred to in article 33.4 may not be submitted electronically. Written requests as referred to in article 33.4 shall comply with conditions stipulated by the Board, which conditions shall be posted on the Company’s website. 34 PLACE OF MEETINGS General Meetings shall be held in Amsterdam or Haarlemmermeer (including Schiphol Airport). 35 CHAIRPERSON 35.1 The General Meetings shall be presided over by the Chairman or, in his absence, by the vice-chairman of the Board; in the event that the latter is also absent, the Directors present shall appoint a chairperson of the General Meeting from their midst. The Board may appoint another person to act as chairperson of a General Meeting. 35.2 If the chairperson of the General Meeting has not been appointed in accordance with article 35.1, the General Meeting itself shall appoint a chairperson. Until that moment, the eldest person present at the General Meeting shall act as chairperson. 36 MINUTES 36.1 Minutes shall be kept of the proceedings at every General Meeting by a secretary to be designated by the chairperson of the General Meeting. The minutes shall be adopted by the chairperson and the secretary of the General Meeting and shall be signed by them as evidence thereof. 36.2 The Board or the chairperson of the General Meeting may determine that a notarial report must be drawn up of the proceedings of a General Meeting. 37 RIGHTS AT GENERAL MEETINGS. ADMITTANCE 37.1 Those Persons with Meeting Rights and those Persons with Voting Rights who are on the Record Date for a General Meeting listed as such in a register designated for that purpose by the Board, are deemed Persons with Meeting Rights or Persons with Voting Rights, respectively, for that General Meeting, regardless of who is entitled to the Shares at the time of the relevant General Meeting. 37.2 In order for a person to be able to exercise Meeting Rights and the right to vote at a General Meeting, that person must notify the Company in writing of his intention to do so no later than on the day and in the manner mentioned in the notice convening the General Meeting.

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37.3 The Board may determine that Persons with Voting Rights may, within a period prior to the General Meeting to be set by the Board, which period cannot begin prior to the Record Date, cast their votes electronically or by means of a letter in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes cast at a General Meeting. 37.4 The Board may resolve that proceedings at a General Meeting may be observed by electronic means of communication. 37.5 The Board may decide that each Person with Meeting Rights has the right, in person or represented by written proxy, to take part in, address and, to the extent that person is entitled to vote, to vote at the General Meeting using electronic means of communication and is able to directly observe the proceedings. The Board may attach conditions to the use of electronic means of communication, provided that these conditions are reasonable and necessary for the identification of the Person with Meeting Rights and for the reliability and security of the communication. The conditions must be included in the notice convening the General Meeting and be published on the Company’s website. 37.6 The chairperson of the General Meeting decides on all matters relating to the admission to the General Meeting. The chairperson of the General Meeting shall decide whether persons, other than those entitled to be admitted pursuant to this article 37, shall be admitted to the General Meeting. 37.7 The Directors are entitled to attend the General Meeting, in person or by electronic communication, and have an advisory vote at the General Meeting. 37.8 The General Meeting may be conducted in a language other than the Dutch language if so determined by the chairperson of the General Meeting. 38 VOTING 38.1 Each Common Share A confers the right to cast one (1) vote. Each Common Share B confers the right to cast twenty-five (25) votes. Each Preference Share confers the right to cast four (4) votes. 38.2 To the extent the law or these Articles of Association do not require a qualified majority, all resolutions of the General Meeting shall be adopted by an absolute majority of the votes cast, in a General Meeting in which a quorum of at least fifty percent (50%) of the issued and outstanding share capital is present or represented. If such quorum is not present or represented, a second General Meeting may be convened, at which second General Meeting such part of the issued and outstanding share capital does not have to be present or represented. 38.3 Notwithstanding any other provisions of these Articles of Association, resolutions of the General Meeting in relation to the application for bankruptcy, suspension of payments, legal merger, legal demerger, amendment of these Articles of Association and dissolution can only be adopted at the proposal of the Board. 38.4 The chairperson of the General Meeting determines the method of voting. 38.5 Blank votes, abstentions and invalid votes shall not be counted as votes.

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38.6 The ruling pronounced by the chairperson of the General Meeting in respect of the outcome of a vote shall be decisive. The same shall apply to the contents of a resolution passed, in as far as voting related to a proposal was not made in writing. 38.7 In the General Meeting, no voting rights may be exercised for any Share held by the Company or a Subsidiary, nor for any Share for which the Company or a Subsidiary holds the Depositary Receipts. However, pledgees and usufructuaries of Shares belonging to the Company or a Subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share concerned belonged to the Company or such Subsidiary. The Company or a Subsidiary may not exercise voting rights for a Share in respect of which it holds a right of pledge or usufruct. 38.8 When determining how many votes are cast by Persons with Voting Rights, how many Persons with Voting Rights are present or represented, or which part of the Company’s issued share capital is present or represented, no account shall be taken of Shares for which, pursuant to the law or these Articles of Association, no vote can be cast. 39 MEETINGS OF HOLDERS OF SHARES OF A SPECIFIC CLASS 39.1 Meetings of holders of Shares of a specific class will be held as frequently and whenever such a meeting is required by virtue or any statutory provision or any provision in these Articles of Association. 39.2 Notwithstanding articles 39.4 and 39.5, the provisions of articles 32 through 38 apply mutatis mutandis to the meeting of holders of Shares of a specific class. 39.3 Article 31 does not apply to a meeting of holders of Shares of a specific class. Article 37.1 does not apply to a meeting of holders of Common Shares B or a meeting of holders of Preference Shares. 39.4 Meetings of holders of Common Shares B and meetings of holders of Preference Shares may be convoked in accordance with article 33, provided that the notice is sent no later than on the sixth (6th) day prior to the day of the meeting. The percentage set out in article 33.4 relates to the Common Shares B or Preference Shares, respectively, only. 39.5 A meeting of holders of Common Shares B or a meeting of holders of Preference Shares may adopt resolutions in writing if the proposal has been sent to all holders of Common Shares B or Preference Shares, respectively, in writing, none of them opposes this manner of decision-making and all holders of Common Shares B or Preference Shares, respectively, express themselves in favour of the proposal concerned. 40 NOTICES AND ANNOUNCEMENTS Notices of General Meetings shall be effected in accordance with Dutch law and by a public announcement in electronic form which can be directly and continuously accessed until the General Meeting. Announcements concerning (proposals for) dividend and other distributions on Shares must immediately be published by the Board in accordance with the regulations of the stock exchange where the Shares are officially listed at the Company’s request. The announcement must specify the date when and the manner in which the dividend or other distribution will be payable or – in the case of a proposal for distribution – is expected to be made payable. 41 AMENDMENT ARTICLES OF ASSOCIATION 41.1 At the proposal of the Board, the General Meeting may resolve to amend these Articles of Association.

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41.2 When a proposal to amend these Articles of Association is to be submitted to the General Meeting, the notice of such General Meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by, and must be made available free of charge to, Shareholders and other Persons with Meeting Rights, until the conclusion of such General Meeting. An amendment of these Articles of Association shall be laid down in a notarial deed. 41.3 The rights of the Nominating Shareholder in these Articles of Association may not be amended without the prior written consent of the Nominating Shareholder. 42 DISSOLUTION AND LIQUIDATION 42.1 At the proposal of the Board, the General Meeting may resolve to dissolve the Company. 42.2 If the Company is dissolved pursuant to a resolution of the General Meeting, the Executive Directors shall become liquidators of the dissolved Company’s property. The General Meeting may decide to appoint other persons as liquidators. The Non-Executive Directors shall supervise the liquidators. 42.3 During liquidation, the provisions of these Articles of Association shall remain in force to the extent possible. 42.4 From the balance remaining after payment of the debts of the dissolved Company shall first insofar as possible, be paid: (a) on each Preference Share as repayment: an amount equal to the paid up nominal value of a Preference Share; and (b) to each holder of Preference Shares: any balance of the Retained Earnings Reserve Preference Shares in proportion to the paid up part of the aggregate nominal value of the Preference Shares held by each. 42.5 The balance remaining after application of article 42.4 shall be transferred to the holders of Common Shares in proportion to the number of Common Shares held by each. Finally the individual appearing before me declares: (a) an auditor, as referred to in article 2:393(1) DCC has certified, in accordance with the provisions of article 2:72(1) DCC, that on a date within five (5) months prior to the date of the execution of this deed, the equity of the Company corresponded at least with the issued share capital; and (b) at the date of execution of this deed, the issued and paid up share capital of the Company amounts to [•] euro (EUR [•]). A document in evidence of the resolutions referred to in the opening statements of this deed, as well as the auditor’s certificate referred to under (a), are attached to this deed. The original copy of this deed was executed in Amsterdam, the Netherlands, on the date mentioned at the top of this deed. I summarised and explained the substance of the deed. The individual appearing before me confirmed having taken note of the deed’s contents and having agreed to a limited reading of the deed. I then read out those parts of the deed that the law requires. Immediately after this, the individual appearing before me, who is known to me, and I signed the deed at [•].

27 / 27 Exhibit 10.1

REMUNERATION POLICY 1 INTRODUCTION 1.1 This remuneration policy (this “Remuneration Policy”) was adopted by a resolution of the general meeting (the “General Meeting”) of Teads B.V. (to be converted into and renamed Teads N.V., the “Company”) with effect as of the conversion of Teads B.V. into Teads N.V. 1.2 This Remuneration Policy complies with mandatory provisions of Dutch law and the Company’s articles of association. 1.3 Pursuant to article 15.4 of the Company’s articles of association, the remuneration of the executive directors (the “Executive Directors”) and the non-executive directors (the “Non-Executive Directors”) shall be determined with due observance of this Remuneration Policy. 1.4 This Remuneration Policy applies to the Executive Directors, including in their capacity as employees of or providers of services to one or more of the Company’s direct and indirect subsidiaries (together with the Company, the “Group”). 1.5 Executive Directors will be eligible for both fixed and variable remuneration, including cash incentives. The remuneration of the Non-Executive Directors is based on a fixed annual remuneration. Both Executive Directors and Non-Executive Directors can be compensated with equity- based incentives. Non-Executive Directors will not be employed by or provide services to Group companies other than the Company.

2 REMUNERATION PHILOSOPHY 2.1 The Company’s remuneration philosophy for Executive Directors (both in their capacity as Executive Director and as employees of or providers of services to one or more Group companies other than the Company) is based on the following principles: (i) providing total remuneration that attracts, motivates and retains candidates with the knowledge, expertise and experience required for each specific role; (ii) focusing on pay-for-performance, with an appropriate proportion of overall remuneration being delivered through variable elements linked to performance over the short and long term; (iii) encouraging and rewarding performance that will lead to long-term value creation; and (iv) considering (a) remuneration practices in the markets in which the Company or its subsidiaries operate and compete for talent and (b) pay ratios within the Group. 2.2 The Company’s remuneration philosophy for the Non-Executive Directors is based on the principles of appropriate pay for the time, responsibilities of and effort extended by the Non-Executive Directors to the Company to promote the exceptional performance of their role.

3 REMUNERATION FRAMEWORK 3.1 With due observance of this Remuneration Policy, the compensation committee (the “Compensation Committee”) of the Company’s board of directors (the “Board”) makes recommendations to the Board at least annually for the aggregate remuneration of individual Executive Directors for their services to the Group. The Board then makes proposals to the General Meeting, which determines the aggregate remuneration of individual Executive Directors for services to the Group. 3.2 The Compensation Committee’s recommendations may include the following components: (i) fixed remuneration (fixed annual compensation and benefits); (ii) short-term incentives (annual cash bonuses); and (iii) long-term incentives (cash and equity-based incentives). 3.3 Each proposal will include the Group company to which each component must be allocated and in what capacity the Executive Director will receive such component. If, and to the extent, the Company pays any component that must be allocated to a Group company other than the Company, the Company will charge the full cost of such component to such Group company in an identifiable and recognizable manner. 3.4 The Board also regularly considers the remuneration of Non-Executive Directors. 3.5 The Group will not grant Executive Directors or Non-Executive Directors any personal loans or guarantees.

4 COMPENSATION OF NON-EXECUTIVE DIRECTORS 4.1 Annual fixed compensation 4.1.1 The following annual fixed gross compensation is payable by the Company to the Non-Executive Directors: (i) President: €100,000; and

2 (ii) Other Non-Executive Director: €75,000. 4.1.2 The independent Non-Executive Directors of the Board (the “Independent Non-Executive Directors”) are entitled to further annual fixed gross compensation to reflect additional responsibilities and time commitment, such as chairmanship of Board committees: (i) members of the audit committee of the Board (the “Audit Committee”) receive additional gross compensation of €20,000 per annum; (ii) members of the Compensation Committee receive additional gross compensation of €5,000 per annum; (iii) the chairman of the Audit Committee receives additional gross compensation of €20,000 per annum; (iv) the chairman of the Compensation Committee receives additional gross compensation of €10,000 per annum; and (v) the chairman of the Board receives additional gross compensation of €15,000 per annum. 4.2 Discretionary cash compensation 4.2.1 In addition to the annual fixed gross compensation granted to Non-Executive Directors, additional discretionary cash compensation may be granted to one or more Non-Executive Directors in exceptional circumstances. 4.2.2 Additional discretionary cash compensation may only be granted to the Non-Executive Directors by the General Meeting upon a proposal by the Board based on a recommendation by the Compensation Committee. 4.3 Reimbursement The Company will reimburse the Non-Executive Directors for (i) reasonable costs of conducting a defense against claims resulting from an act or omission in performing their duties or in performing other duties the Company has asked them to fulfil, (ii) any compensation or financial penalties they owe as a result thereof, (iii) any amounts they owe under settlements they reasonably entered into in connection therewith, (iv) reasonable costs of other proceedings in which they are involved or (v) taxes assessed as a result of reimbursement by the Company.

3 5 COMPENSATION OF EXECUTIVE DIRECTORS 5.1 Fixed remuneration Elements of fixed remuneration, comprising annual fixed compensation and benefits (including retirement benefits), are set at appropriate levels taking into account various factors such as the nature of the role, the experience and performance of the individual, and local and sector market practice amongst peers of a similar size and scope to the Group. Fixed remuneration elements are reviewed by the Compensation Committee annually to ensure they remain competitive. 5.1.1 Annual fixed compensation Notwithstanding any additional fixed remuneration payable to the Executive Directors in their capacity as employees of or providers of services to Group companies, the following annual fixed gross compensation is payable by the Company to the Executive Directors (in their capacity as such): (i) CEO: €90,000; and (ii) Other Executive Director: €75,000. 5.1.2 Benefits In addition, certain benefits may be provided to Executive Directors. These other benefits can include medical insurance, life assurance, retirement benefits and representation allowances. Furthermore, in addition to the annual fixed compensation and certain other benefits, the Executive Directors may benefit from collective pension plans implemented by the Group companies with whom they have entered into an employment or service agreement, in line with local practices. Group companies may contribute to such collective pension plans a maximum of 15% of the total compensation (both as Executive Director and as employee of or provider of services to Group companies) of each Executive Director benefitting from such plans. 5.1.3 Reimbursement The Company will reimburse the Executive Directors for (i) reasonable costs of conducting a defense against claims resulting from an act or omission in performing their duties or in performing other duties the Company has asked them to fulfil, (ii) any compensation or financial penalties they owe as a result thereof, (iii) any amounts they owe under settlements they reasonably entered into in connection therewith, (iv) reasonable costs of other proceedings in which they are involved or (v) taxes assessed as a result of reimbursement by the Company.

4 5.2 Variable remuneration Variable remuneration elements are intended to motivate the Executive Directors towards the achievement of Group-wide and personal objectives that ultimately promote delivery of the corporate strategy and the creation of long-term value. The form and structure of variable remuneration elements are reviewed at regular intervals to ensure they continue to support the objectives of the Group and the creation of long- term value. All of the below variable remuneration elements will be granted to the Executive Directors by the General Meeting on the proposal of the Board based upon a recommendation of the Compensation Committee. 5.2.1 Annual performance-related cash bonuses The Group may operate an annual performance-related cash bonus plan for the Executive Directors. Performance related cash bonuses will be a percentage of an employee’s aggregate annual base salary earned for services as an employee of or provider of services to Group companies. Different percentages may apply depending upon the Executive Director’s seniority. The annual performance related cash bonuses will be determined based upon the achievement of certain pre-determined key performance indicators based on Group, regional, divisional and/or individual performance, as determined to be appropriate. 5.2.2 Discretionary annual cash bonuses In addition to or instead of the annual performance-related cash bonus plan, a discretionary annual cash bonus may be granted to the Executive Directors. 5.2.3 Other cash incentives The Executive Directors can earn long-term cash incentive awards that vest after a certain period of time beyond one year if certain pre-determined key performance indicators are achieved. 5.2.4 Adjustments to variable remuneration In accordance with Dutch law, the variable remuneration of the Executive Directors may be adjusted, (partly) recovered or reduced if certain circumstances apply: (i) test of reasonableness: pursuant to Dutch law, any variable remuneration payable to an Executive Director (in any capacity whatsoever within the Group) may be adjusted by the General Meeting to an appropriate level if payment of the variable remuneration were to be unacceptable according to the criteria of reasonableness and fairness;

5 (ii) claw back: in addition, the Company will have the authority under Dutch law to recover from an Executive Director (in any capacity whatsoever within the Group) any variable remuneration paid on the basis of incorrect financial or other data.

6 EQUITY INCENTIVES 6.1 The Company has established the 2021 Stock Option Plan (the “Equity Plan”), which was adopted by the General Meeting. Executive Directors, Non-Executive Directors and other employees of and providers of services to the Group are eligible to participate in the Equity Plan. 6.2 Equity awards in accordance with the terms and conditions set forth in the Equity Plan may be granted to the Executive Directors and the Non-Executive Directors by the General Meeting upon the proposal of the Board based on a recommendation of the Compensation Committee.

7 SERVICE AGREEMENTS 7.1 The Executive Directors and Non-Executive Directors will have a service agreement with the Company. The service agreements with the Company do not contain severance provisions. 7.2 Executive Directors may also have employment or service agreements with other Group companies than the Company. Employment or service agreements may include a severance provision providing that if such other Group company terminates such employment or service agreement, the Executive Director (in his capacity as an employee of or provider of services to the relevant other Group company) may be entitled to a maximum severance payment equal to 52 weeks of the fixed annual compensation earned as an employee of or provider of services to such other Group company.

6 Exhibit 10.2

2021 Stock Option Plan 1. Purposes of the Plan The purposes of this 2021 Stock Option Plan (the “Plan”) are to promote the long-term success of Teads B.V. (to be converted into and renamed, Teads N.V., the “Company”), and its direct and indirect Subsidiaries (collectively, the “Group”), to further the best interests of the Company, its business and its stakeholders by providing Eligible Individuals with incentives to contribute to the long-term growth and profitability of the Group and to enhance the Group’s ability to attract, retain and motivate Eligible Individuals who make or are expected to make important contributions to the Group.

The Plan was approved by the Board and adopted by the general meeting of the Company. The Plan shall become effective on the Effective Date.

2. Definitions and Rules of Construction (a) Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: “Articles of Association” means the articles of association of the Company, as amended from time to time. “Award” means an Option or Other Award granted pursuant to the Plan. “Award Document” means an agreement, certificate or other type or form of document or documentation approved by the Competent Body that sets forth the terms and conditions of an Award. An Award Document may be in written, electronic or other media. “Beneficial Owner” and “Beneficially Owned” have the meaning set forth in Rule 13d-3 under the Exchange Act. “Board” means the Board of Directors of the Company, as constituted from time to time. “Cause” means: (i) If the Participant is a party to an employment or services agreement with the Company or a Subsidiary and such agreement provides for a definition of Cause, the definition contained therein; (ii) If no such agreement exists, or if such agreement does not define Cause: (1) the Participant’s substantial failure to perform his or her primary duties as an employee or service provider of the Company or its Subsidiaries; (2) the Participant’s performance of any act or failure to perform any act that is materially injurious or to the detriment of the Company or its Subsidiaries; (3) the Participant’s intentional misconduct or a breach of any material policy of the Company or its Subsidiaries relating to its or their business, customers, vendors or employees; (4) the Participant’s commission of, admission to, conviction of, or entering a plea of nolo contendere to, any felony or crime involving moral turpitude, or the commission of any other act involving dishonesty, conflict of interest, breach of trust or physical or emotional harm to any person or property; (5) the Participant’s misappropriation of funds or fraud with respect to the Company or its Subsidiaries or any person with which the Company or its Subsidiaries does business; or (6) the Participant’s performance of any act or omission that would qualify as “cause” or “urgent cause” under the laws of the jurisdiction governing the Participant’s employment or service relationship. Whether or not an event giving rise to “Cause” occurs will be determined by the Competent Body in its good faith and reasonable judgment. “Change in Control” means: (i) the following individuals cease, for any reason, to constitute a majority of the number of Directors then serving: individuals who, on the Effective Date, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the Directors then still in office who either were Directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or

2 (ii) a bona fide negotiated transaction to: (1) transfer, sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis provided, however, that with respect to this clause (1), any such transfer, sale or disposition whereby the shareholders of the Company immediately prior to such transaction constitute holders of a majority of the voting power of all classes of shares of the surviving entity immediately after such transaction shall not constitute a Change in Control for purposes of this Plan; (2) sell shares of the Company to a third-party purchaser constituting all or substantially all classes of the then issued and outstanding shares of the Company, in a single transaction or series of related transactions (including, a tender offer); or (3) cause the Company to engage in a merger, consolidation, recapitalization, reorganization, liquidation or dissolution; provided, however, that with respect to this clause (3), any merger, consolidation, recapitalization or reorganization of the Company whereby the shareholders of the Company immediately prior to such transaction constitute holders of a majority of the voting power of all classes of shares of the surviving entity immediately after such transaction shall not constitute a Change in Control for purposes of this Plan. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A and for which payment or settlement of the Award will accelerate upon a Change in Control, no event set forth herein will constitute a Change in Control for purposes of the Plan or any Award Document unless such event also constitutes a “change in ownership,” “change in effective control” or “change in the ownership of a substantial portion of the Company’s assets” as defined under Section 409A. “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto. “Committee” means the Board, or any committee appointed from time to time by the Board to administer the Plan, including the compensation committee of the Board, or any successor committee thereto. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees or other persons or groups of persons to whom the Competent Body delegates authority pursuant to Section 3(e).

3 “Competent Body” means (i) with respect to Awards made to Participants other than Directors, the Board; (ii) with respect to Awards made to Directors, the general meeting of the Company on the proposal of the Board and based on a recommendation of the compensation committee of the Board; or (iii) the delegate of the Board or the general meeting of the Company, which may be a committee of the Board, including the compensation committee, or one or more other persons. “Director” means any individual who is a member of the Board. “Disability” means (i) for Participants covered by the long term disability plan of the Company or a Subsidiary, disability as defined in such plan and (ii) for all other Participants, a physical or mental condition of the Participant resulting from bodily injury, disease or mental disorder which renders the Participant incapable of continuing the usual or customary duties of the Participant’s position with the Group for a period of not less than 6 consecutive months. Subject to applicable local laws in the jurisdiction in which the Participant resides, the disability of the Participant shall be determined by the Competent Body in good faith after reasonable medical inquiry, including consultation with a licensed physician as chosen by the Competent Body, and a fair evaluation of the Participant’s ability to perform the Participant’s duties. Notwithstanding the previous two sentences, with respect to an Award that is subject to Section 409A where the payment or settlement of the Award will accelerate upon termination of employment as a result of the Participant’s Disability, no such termination will constitute a Disability for purposes of the Plan or any Award Document unless such event also constitutes a “disability” as defined under Section 409A. “Effective Date” means the date of the filing of the notice of effectiveness of the Company’s Form F-1 registration statement by the Securities and Exchange Commission. “Eligible Individuals” means the individuals described in Section 4(a) who are eligible for Awards under the Plan. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as amended from time to time. “Fair Market Value” with respect to a Share, means, unless the Competent Body in its discretion approves an alternative valuation methodology: (i) the closing price of a Share on the NASDAQ at the conclusion of regular trading hours on the relevant date of determination, as reported by the NASDAQ (or, if not so reported, as reported by a successor reporting service selected by the Company, or if not reported by any successor service, as reported on any domestic stock exchanges on which Shares are then listed);

4 (ii) if Shares are not listed on any domestic stock exchange, the closing price of a Share as reported in the domestic over-the-counter market on such date or the last previous date reported (or, if not so reported, by the system then regarded as the most reliable source of such quotations) or, if there are no reported sales on such date, the mean of the closing bid and asked prices as so reported; (iii) if Shares are listed on a domestic exchange or quoted in the domestic over-the-counter market, but there are not reported sales or quotations, as the case may be, on the given date, the value determined pursuant to (i) or (ii) above using the reported closing prices or quotations on the last previous date on which so reported; or (iv) if none of the foregoing clauses applies, the fair market value of a Share as determined in good faith by the Competent Body. “Incentive Stock Option” means an Option that is intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. “NASDAQ” means the National Association of Securities Dealers Automated Quotations Global Select Market. “Non-Executive Director” means a non-executive member of the Board who is not an officer or employee of the Company or any of its Subsidiaries. “Nonqualified Stock Option” means an Option that is not intended to comply with the requirements of Section 422 of the Code or any successor provision thereto. “Option” means an Incentive Stock Option or a Nonqualified Stock Option granted pursuant to Section 8. “Other Award” means any form of Award (other than an Option) granted pursuant to Section 9. “Participant” means an Eligible Individual who has been granted an Award under the Plan and has accepted such Award. “Performance Criteria” means a goal or goals established by the Competent Body and measured over a Performance Period. The Competent Body may establish Performance Targets based on any Performance Criteria it deems appropriate. The Performance Criteria shall be subject to adjustment by the Competent Body to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise.

5 “Performance Period” means the period established by the Competent Body and set forth in the applicable Award Document over which Performance Targets are measured. “Performance Target” means the goals selected by the Competent Body, in its discretion, from among the Performance Criteria, and set forth in the applicable Award Document. Performance Targets shall be based upon one or more Performance Criteria. “Person” means any person, entity or “group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company, or (v) a person or group as used in Rule 13d-1(b) under the Exchange Act. “Plan Limit” means the maximum aggregate number of Shares that may be issued for all purposes under the Plan as set forth in Section 5 (a). “Section 409A” means Section 409A of the Code. “Share” means a Class A common share of the Company, par value €0.01 per share, or such other class of shares or other securities of the Company as may be applicable under Section 11, and as may be adjusted pursuant to Section 11(b). “Subsidiary” means (i) a legal person in which the Company or one or more of its subsidiaries, pursuant to an agreement with other legal persons entitled to vote or otherwise, can exercise, solely or jointly, more than one half of the voting rights at a general meeting or (ii) a legal person of which the Company or one or more of its subsidiaries is a member or shareholder and, pursuant to an agreement with other legal persons entitled to vote or otherwise, can appoint or dismiss, solely or jointly, more than one half of the directors, officers or supervisory board members, if all persons entitled to vote were to cast their vote. For purposes of determining eligibility for the grant of Incentive Stock Options under the Plan, the term “Subsidiary” shall be defined in the manner required by Section 424(f) of the Code. “Substitute Award” means any Award granted upon assumption of, or in substitution or exchange for, outstanding employee or director equity awards previously granted by a company or other entity acquired by the Company or with which the Company combines in connection with a corporate transaction pursuant to the terms of an equity compensation plan that was approved by the shareholders of such company or other entity.

6 “Target Amount” means the target number of Shares, target number of Options or Other Award rights, or target cash value established by the Competent Body and set forth in the applicable Award Document.

(b) Rules of Construction. The masculine pronoun shall be deemed to include the feminine pronoun, and the singular form of a word shall be deemed to include the plural form, unless the context requires otherwise. Unless the text indicates otherwise, references to sections are to sections of the Plan.

3. Administration (a) Competent Body. The Plan shall be administered by the Competent Body, which, in addition to the other express powers conferred on the Competent Body by the Plan, shall have full power and authority, subject to applicable laws and the express provisions hereof, to: (i) select the Participants from the Eligible Individuals; (ii) grant Awards in accordance with the Plan; (iii) determine the number of Shares subject to each Award or the cash amount payable in connection with an Award; (iv) determine the terms and conditions of each Award, including, without limitation, those related to term, permissible methods of exercise, vesting, cancellation, forfeiture, payment, settlement, exercisability, Performance Periods, Performance Targets, and the effect or occurrence, if any, of a Participant’s termination of employment, separation from service or leave of absence with the Company or any of its Subsidiaries or, subject to Section 7, a Change in Control of the Company; (v) subject to Sections 13 and 14(f), amend the terms and conditions of an Award after the granting thereof; (vi) specify and approve the provisions of the Award Documents delivered to Participants in connection with their Awards (which may vary among Participants); (vii) make factual determinations in connection with the administration or interpretation of the Plan;

7 (viii) adopt, prescribe, establish, amend, waive and rescind administrative regulations, rules and procedures relating to the Plan; (ix) employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any advice, opinion or computation received therefrom; (x) vary the terms of Awards to take into account tax and securities laws (or changes thereto) and other regulatory requirements or to procure favorable tax treatment for Participants; (xi) correct any defects, supply any omission or reconcile any inconsistency in any Award Document or the Plan; (xii) suspend the right to exercise during any blackout period, and extend the period of exercise by an equal period of time; and (xiii) make all other determinations and take any other action desirable or necessary to interpret, construe or implement properly the provisions of the Plan or any Award Document.

(b) Plan Construction and Interpretation. The Competent Body shall have full power and authority, subject to the express provisions hereof, to construe and interpret the Plan and any Award Document delivered under the Plan.

(c) Prohibited Actions. Notwithstanding the authority granted to the Competent Body pursuant to Section 3(a), the Competent Body, with respect to Awards granted to Participants other than Directors, shall not have the authority, without obtaining approval of the general meeting of the Company, to (i) reprice or cancel Options in violation of Section 8(e), (ii) amend Section 5 to increase the Plan Limit or any of the other limits listed therein; provided, however, that approval of the general meeting of the Company shall not be required to increase the limits listed in Section 5(c) or (iii) grant Options with an exercise price that is in violation of Section 8(a).

(d) Determinations of Competent Body Final and Binding. All determinations by the Competent Body in carrying out and administering the Plan and in construing and interpreting the Plan shall be made in the Competent Body’s sole discretion and shall be final, binding and conclusive for all purposes and upon all persons interested herein.

(e) Delegation of Authority. To the extent not prohibited by applicable laws, rules and regulations, the Competent Body may, from time to time, delegate some or all of its authority under the Plan to the Committee or a subcommittee or subcommittees thereof or other persons or groups of persons as it deems necessary, appropriate or advisable under such conditions or limitations as it may set at the time of such delegation or thereafter.

8 Notwithstanding the foregoing, no Person to whom authority has been delegated pursuant to this Section 3(e) shall make any Award to himself or herself or to any other Person to whom authority to make Awards has been so delegated.

(f) Liability of Competent Body and its Delegates. Subject to applicable laws, rules and regulations: (i) no member of the Competent Body (or its delegates pursuant to Section 3(e)) shall be liable for any good faith action, omission or determination made in connection with the operation, administration or interpretation of the Plan and (ii) the members of the Competent Body (and its delegates) shall be entitled to indemnification and reimbursement in accordance with applicable law in the manner provided in the Company’s by-laws and any indemnification agreements as they may be amended from time to time. In the performance of its responsibilities with respect to the Plan, the Competent Body shall be entitled to rely upon information and/or advice furnished by the Company’s officers or employees, the Company’s accountants, the Company’s counsel and any other party the Competent Body deems necessary, and no member of the Competent Body shall be liable for any action taken or not taken in reliance upon any such information and/or advice.

(g) Recharge of costs. The Competent Body shall ensure that all expenses incurred by the Company in connection with Awards granted to officers, Directors, employees and consultants in connection with work performed for a Subsidiary shall be recharged to the relevant Subsidiary in a recognizable and identifiable manner.

4. Eligibility (a) Eligible Individuals. Awards may be granted to officers, employees, Directors and consultants of the Company or any of its Subsidiaries. The Competent Body shall have the authority to select the persons to whom Awards may be granted and to determine the type, number and terms of Awards to be granted to each such Participant.

(b) Grants to Participants. The Competent Body shall not have an obligation to grant any Eligible Individual an Award or to designate an Eligible Individual as a Participant solely by reason of such Eligible Individual having received a prior Award or having been previously designated as a Participant. The Competent Body may grant more than one Award to a Participant and may designate an Eligible Individual as a Participant for overlapping periods of time.

5. Shares Subject to the Plan (a) Plan Limit. Subject to adjustment in accordance with Section 11, the maximum aggregate number of Shares that may be issued for all purposes under the Plan shall be equal to 28,678,138 Shares. Shares issued pursuant to Awards under the Plan may be either authorized and unissued Shares or Shares held by the Company in its treasury, or a combination thereof. All of the Shares subject to the Plan Limit may be issued as Incentive Stock Options. To the extent required by applicable law or the NASDAQ or other regulatory requirements, Options, Awards and Shares may only be issued under the Plan if authorized pursuant to the Articles of Association, a resolution of the general meeting of the Company (or, if authorized to do so by the Articles of Association or a general meeting of the Company, by the Board).

9 (b) Rules Applicable to Determining Shares Available for Issuance. The number of Shares remaining available for issuance shall be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares corresponding to Awards under the Plan that are forfeited or cancelled or otherwise expire for any reason without having been exercised or settled or that are settled through the issuance of consideration other than Shares (including, without limitation, cash) shall be added back to the Plan Limit and again be available for the grant of Awards. In addition, (i) the number of Shares that are tendered by a Participant or withheld by the Company to pay the exercise price of an Award or to satisfy the Participant’s tax withholding obligations in connection with the vesting, exercise or settlement of an Award and (ii) shares subject to an Option but not issued or delivered as a result of the net settlement of such Option shall be added back to the Plan Limit and again be available for the grant of Awards.

(c) Individual Limits. Subject to adjustment under Section 11, special limits shall apply to Shares available for Awards under the Plan to Eligible Individuals other than Non-Executive Directors (to whom the limit set forth in Section 5(d) shall apply). Specifically, no Participant may be granted under the Plan in any fiscal year Awards covering more than 10,000,000 Shares.

(d) Non-Executive Director Limit. Subject to adjustment under Section 11, no Non-Executive Director shall receive regular annual Awards for any fiscal year having a grant date fair value, determined using assumptions and methods that are consistent in all material respects with the assumptions used to disclose such grants in the Company’s proxy statement for the year to which such grants relate, that exceeds $500,000 or any special or one-time Award upon election or appointment to the Board having a grant date fair value, determined as described above, that exceeds $1,000,000, provided, however, that no Non-Executive Director shall receive Awards for any fiscal year having a grant date fair value that exceeds $1,000,000 in the aggregate.

(e) Substitute Awards. To the extent not prohibited by applicable laws, rules and regulations, any Shares underlying Substitute Awards shall not be counted against the number of Shares remaining for issuance and shall not be subject to Sections 5(c) or (d).

10 6. Awards in General (a) Types of Awards. Awards under the Plan may consist of Options or Other Awards. Any Award described in Sections 8 and 9 may be granted singly or in combination or tandem with any other Award, as the Competent Body may determine. Subject to Section 6(g), Awards under the Plan may be made in combination with, in replacement of, or as alternatives to Awards or rights under any other compensation or benefit plan of the Company, including the plan of any acquired entity.

(b) Vesting and Exercise. The Competent Body shall set the vesting criteria applicable to an Award, which, depending on the extent to which the criteria are met, will determine the extent to which the Award becomes exercisable or the number of Shares or the amount of cash that will be distributed or paid out to the Participant with respect to the Award. The Competent Body may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or provision of services), or any other basis determined by the Competent Body in its discretion.

(c) Terms Set Forth in Award Documents. The terms and conditions of each Award shall be set forth in an Award Document in a form approved by the Committee for such Award, which Award Document shall contain terms and conditions not inconsistent with the Plan and the resolution of the Competent Body granting the Award. Notwithstanding the foregoing, and subject to applicable laws, rules and regulations, the Competent Body may at any time following the grant (i) accelerate the vesting, exercisability, lapse of restrictions, settlement or payment of any Award, (ii) eliminate the restrictions and conditions applicable to an Award or (iii) extend the post-termination exercise period of an outstanding Award (subject to the limitations of Section 409A). The terms of Awards may vary among Participants, and the Plan does not impose upon the Competent Body any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Documents may vary.

(d) Termination of Employment. Except as otherwise set forth in an applicable Award Document, upon expiration, resignation, or termination of employment or provision of services of the Participant for any reason, the unvested portion of an Award will automatically be forfeited. The Competent Body shall specify at or after the time of grant of an Award the provisions governing the disposition of an Award in the event of a Participant’s termination of employment (including by reason of retirement) with the Company or any of its Subsidiaries or the Participant’s death or Disability. Subject to applicable laws, rules and regulations, in connection with a Participant’s termination of employment or service, the Competent Body shall have the discretion to accelerate the vesting, exercisability or settlement of, eliminate the restrictions or conditions applicable to, or extend the post-termination exercise period of an outstanding Award (subject to the limitations of Section 409A). Such provisions may be specified in the applicable Award Document or determined at a subsequent time.

11 (e) Dividends and Dividend Equivalents. The Competent Body may provide Participants with the right to receive dividends or payments equivalent to dividends or interest with respect to an outstanding Award, which payments can either be paid currently or deemed to have been reinvested in Shares, and can be made in Shares, cash or a combination thereof, as the Competent Body shall determine; provided, however, that (i) no payments of dividends or dividend equivalents may be made unless and until the related Award is earned and vested and (ii) the terms of any reinvestment of dividends must comply with all applicable laws, rules and regulations, including, without limitation, Section 409A. Any such entitlement to receive dividends or payments equivalent to dividends or interest shall be specified in the Award Document. Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to Options.

(f) Rights of a Shareholder. A Participant shall have no rights as a shareholder with respect to Shares covered by an Award until the date the Participant or his nominee becomes the holder of record of such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 11.

(g) Performance-Based Awards. The Competent Body may establish Performance Targets and goals based on any Performance Criteria it deems appropriate. Performance Targets and Performance Criteria will be specified in the Award Document. (1) To the extent applicable, the Performance Targets shall be determined in accordance with generally accepted accounting principles (subject to adjustments and modifications for specified types of events or circumstances approved by the Competent Body in advance) consistently applied on a business unit, divisional, Subsidiary or consolidated basis or any combination thereof. (2) The Performance Targets may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, business unit, or region and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable Subsidiary, business unit, or region) or measured relative to selected peer companies or a market index. (3) The Participants will be designated, and the applicable Performance Targets will be established, by the Competent Body. Any payment of an Award granted with Performance Targets shall be conditioned on the written certification of the Competent Body in each case that the Performance Targets and any other material conditions were satisfied.

12 7. Change in Control In the event of a Change in Control, the Competent Body, in its sole discretion, may take such actions, if any, as it deems necessary or desirable with respect to any Award that is outstanding. Such actions may include, without limitation: (i) the acceleration of the vesting, settlement and/or exercisability of an Award; (ii) the payment of a cash amount in exchange for the cancellation of an Award; (iii) the cancellation of Options without the payment of consideration therefor if the exercise price of such Options equals or exceeds the price paid for a Share in connection with the Change in Control; (iv) the cancellation of any unvested awards without the payment of consideration therefor and/or (v) the issuance of substitute Awards that substantially preserve the value, rights and benefits of any affected Awards.

8. Terms and Conditions of Options (a) General. The Competent Body, in its discretion, may grant Options to Eligible Individuals and shall determine whether such Options shall be Incentive Stock Options or Nonqualified Stock Options. Each Option shall be evidenced by an Award Document that shall expressly identify the Option as an Incentive Stock Option or Nonqualified Stock Option and be in such form and contain such provisions as the Competent Body shall from time to time deem appropriate, and must include the exercise price per Share of an Option, which shall not be less than 100% of the Fair Market Value of a Share on the date of grant to the extent required by Section 409A or other applicable law.

(b) Term of Options. An Option shall be effective for such term as shall be determined by the Competent Body and as set forth in the Award Document relating to such Award. The Competent Body may extend the term of an Option after the time of grant; provided, however, that the term of an Option may in no event extend beyond the 10th anniversary of the date of grant of such Award.

(c) Payment of Exercise Price. Subject to the provisions of the applicable Award Document and Company policy in effect from time to time, the exercise price of an Option may be paid: (i) in cash or cash equivalents; (ii) by actual delivery or attestation to ownership of freely transferable Shares already owned by the person exercising the Option; (iii) by a combination of cash and Shares equal in value to the exercise price; (iv) through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the exercise price; or (v) by such other means as the Competent Body may authorize. In accordance with the rules and procedures authorized by the Competent Body for this purpose, the Option may also be exercised through a “cashless exercise” procedure authorized by the Competent Body from time to time that permits Participants to exercise Options by delivering irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price and the amount of any required tax or other withholding obligations or such other procedures determined by the Company from time to time. The Competent Body may provide that in-the-money Options will be exercised automatically, with no action required on the part of a Participant, using a net share settlement or similar procedure immediately (or shortly) before their scheduled expiration date where Participants are precluded from using other methods of exercise due to legal restrictions or Company policy (including policies on trading in Shares).

13 (d) Incentive Stock Options. The exercise price per Share of an Incentive Stock Option shall be fixed by the Competent Body at the time of grant or shall be determined by a method specified by the Competent Body at the time of grant, but in no event shall the exercise price of an Option be less than the minimum exercise price specified in Section 8(a). No Incentive Stock Option may be issued to any individual who, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, unless (i) the exercise price determined as of the date of grant is at least 110% of the Fair Market Value on the date of grant of the Shares subject to such Incentive Stock Option and (ii) the Incentive Stock Option is not exercisable more than five (5) years from the date of grant thereof. No Participant shall be granted any Incentive Stock Option that would result in such Participant receiving a grant of Incentive Stock Options that would have an aggregate Fair Market Value in excess of $100,000, determined as of the time of grant, that would be exercisable for the first time by such Participant during any fiscal year. Any grants in excess of this limit shall be treated as Nonqualified Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, as amended from time to time.

(e) No Repricing of Options. Except for adjustments pursuant to Section 11, the per Share exercise price of any Option may not be decreased after the grant of the Award, and an Option whose per share exercise price is greater than the Fair Market Value of a Share on the relevant date of determination may not be surrendered as consideration in exchange for cash (for the sake of clarity, including cash buyouts), the grant of a new Option with a lower exercise price per Share or the grant of a share award, without approval of the general meeting of the Company.

9. Other Awards The Competent Body shall have the authority to establish the terms and provisions of other forms of Awards, including restricted shares, restricted share units, stock appreciation rights, performance shares, or performance share units (such terms and provisions to be specified in the applicable Award Document) not described above that the Competent Body determines to be consistent with the purpose of the Plan and the interests of the Company, which Awards may provide for: (i) payments in the form of cash, Shares, notes or other property as the Competent Body may determine based in whole or in part on the value or future value of Shares or on any amount that the Company pays as dividends or otherwise distributes with respect to Shares; (ii) the acquisition or future acquisition of Shares; (iii) cash, Shares, notes or other property as the Competent Body may determine

14 (including payment of dividend equivalents in cash or Shares) based on one or more criteria determined by the Competent Body unrelated to the value of Shares; or (iv) any combination of the foregoing. Awards pursuant to this Section 9 may, among other things, be made subject to restrictions on transfer, vesting requirements or cancellation under specified circumstances.

10. Certain Restrictions (a) Transfers. A Participant’s rights and interests under the Plan, including any Award previously made to such Participant or any amounts payable under the Plan may not be assigned, pledged, or transferred, except, in the event of the Participant’s death, to a designated beneficiary in accordance with the Plan, or in the absence of such designation, by will or the laws of descent or distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order, as the case may be; provided, however, that the Competent Body may, subject to applicable laws, rules and regulations and such terms and conditions as it shall specify, permit the transfer of an Award, other than an Incentive Stock Option, for no consideration to a permitted transferee.

(b) Award Exercisable Only by Participant. During the lifetime of a Participant, an Award shall be exercisable only by the Participant or by a permitted transferee to whom such Award has been transferred in accordance with Section 10(a) above. The grant of an Award shall impose no obligation on a Participant to exercise or settle the Award.

(c) Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to any Award as of the date of transfer of the Award rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83 of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

11. Recapitalization or Reorganization (a) Authority of the Company and Shareholders. The existence of the Plan, the Award Documents and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the general meeting of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or business, any merger or consolidation of the Company, any issue of shares or of options, warrants or rights to purchase shares or bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(b) Change in Capitalization. Notwithstanding any provision of the Plan or any Award Document, the number and kind of Shares authorized for issuance under Section 5, including the maximum number of Shares available under the special limits provided for in Sections 5(c) and 5 (d), shall be equitably adjusted by the Competent Body in the event of a stock split, reverse stock split, stock dividend, recapitalization, reorganization, partial or complete liquidation, reclassification, merger, consolidation, separation, extraordinary stock or cash dividend, split-up, spin-off, combination, exchange of Shares, warrants or rights offering to purchase Shares at a price substantially below Fair Market Value, or any other corporate event or distribution of shares or property of the Company affecting the Shares in order to materially preserve, but not increase, the benefits or potential benefits intended to be made available under the Plan. In addition, upon the occurrence of any of the foregoing events, the number and kind of Shares subject to any outstanding Award and the exercise price per Share (or the grant price per Share, as the case may be), if any, under any outstanding Award shall be equitably adjusted in the manner deemed necessary by the Competent Body (including by payment of cash to a Participant) in order to materially preserve, but not increase, the benefits or potential benefits intended to be made available to Participants. Any such determinations made by the Competent Body may be made on an Award-by-Award basis. Unless otherwise determined by the Competent Body, such adjusted Awards shall be subject to the same restrictions and vesting or settlement schedule to which the underlying Award is subject (subject to the limitations of Section 409A).

15 12. Term of the Plan Unless earlier terminated pursuant to Section 13, the Plan shall terminate on the 10th anniversary of the Effective Date, except with respect to Awards then outstanding. No Awards may be granted under the Plan after the 10th anniversary of the Effective Date.

13. Amendment and Termination If the closing of the Company’s initial public offering does not occur, the Plan shall automatically terminate and any Award granted hereunder shall be cancelled for no consideration without any further action from the Competent Body. Subject to applicable laws, rules and regulations, the Board may at any time terminate or, from time to time, amend, modify or suspend the Plan; provided, however, that no termination, amendment, modification or suspension (i) will be effective without the approval of the general meeting of the Company if such approval is required under applicable laws, rules and regulations, including the rules of the NASDAQ and such other securities exchanges, if any, as may be designated by the Board from time to time, and (ii) shall materially and adversely alter or impair the rights of a Participant in any Award previously made under the Plan without the consent of the holder thereof. Notwithstanding the foregoing, the Competent Body shall have broad authority to amend the Plan or any Award under the Plan without the consent of a Participant to the extent it deems necessary or desirable, including to comply with, or take into account changes in, or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, including without limitation, to avoid, in the reasonable, good faith judgment of the Company, the imposition on any Participant of any tax, interest or penalty under Section 409A, or to take into account unusual or nonrecurring events or market conditions (including, without limitation, the events described in Section 11(b)).

16 14. Miscellaneous (a) Compliance with Legal Requirements. The Plan and the granting of Awards shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.

(b) Tax Withholding. The Company or one of its Subsidiaries, as appropriate, may require any individual entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction). In the case of an Award payable in Shares, the Company or one of its Subsidiaries, as appropriate, may permit or require a Participant to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold shares that would otherwise be received by such individual or to repurchase shares that were issued to the Participant to satisfy the minimum statutory withholding rates for any applicable tax withholding purposes, in accordance with all applicable laws and pursuant to such rules as the Competent Body may establish from time to time. The Company or one of its Subsidiaries, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not such payment is made in connection with an Award) any applicable taxes required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction) with respect to such payments.

(c) No Right to Awards or Employment. No person shall have any claim or right to receive Awards under the Plan. Neither the Plan, the grant of Awards under the Plan nor any action taken or omitted to be taken under the Plan shall be deemed to create or confer on any Eligible Individual any right to be retained in the employ of the Company or any of its Subsidiaries, or to interfere with or to limit in any way the right of the Company or any of its Subsidiaries to terminate the employment of such Eligible Individual at any time. No Award shall constitute salary, recurrent compensation or contractual compensation for the year of grant, any later year or any other period of time. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of employment-related rights or benefits under any other employee benefit plan or similar arrangement provided by the Company and its Subsidiaries, including the calculation of any severance, unless otherwise specifically provided for under the terms of such plan or arrangement or by the Competent Body.

(d) Securities Law Restrictions. An Award may not be granted, exercised or settled, and no Shares may be issued in connection with an Award, unless the grant of the Award or the issuance of such Shares, to the extent applicable, (i) has been registered under the Securities Act of 1933, as amended, (ii) has qualified under applicable state “blue sky” laws (or the Company has determined that an exemption from registration and from qualification under such state “blue sky” laws is available) and (iii) complies with all applicable securities laws. The Competent Body may require each Participant purchasing or acquiring Shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that such Eligible Individual is acquiring the Shares for investment purposes and not with a view to the distribution thereof. All Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Competent Body may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which the Shares are then listed, and any applicable securities law restrictions.

17 (e) Section 16 of the Exchange Act. Notwithstanding anything contained in the Plan or any Award Document under the Plan to the contrary, if the consummation of any transaction under the Plan, or the taking of any action by the Competent Body in connection with a Change in Control of the Company, would result in the possible imposition of liability on a Participant pursuant to Section 16(b) of the Exchange Act, the Competent Body shall have the right, in its discretion, but shall not be obligated, to defer such transaction or the effectiveness of such action to the extent necessary to avoid such liability, but in no event for a period longer than 180 days.

(f) Section 409A. To the extent that the Competent Body determines that any Award granted under the Plan is subject to Section 409A, the Award Document evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the Plan and Award Documents shall be interpreted in accordance with Section 409A and interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Competent Body determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Competent Body may modify or amend such provision of the Plan or Award Document without the consent of the Participant in any manner the Competent Body deems reasonable or necessary. In making such modifications, the Competent Body shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Competent Body may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

(g) Awards to Individuals Subject to Laws of a Jurisdiction Outside of the United States. To the extent that Awards under the Plan are awarded to Eligible Individuals who are domiciled or resident outside of the United States or to persons who are domiciled or resident in the United States but who are subject to the tax laws of a jurisdiction outside of the United States, the Competent Body may adjust the terms of the Awards granted hereunder to such person (i) to comply with the laws, rules and regulations of such jurisdiction and (ii) to permit the grant of the Award not to be a taxable event to the Participant. The authority granted under the previous sentence shall include the discretion for the Competent Body to adopt, on behalf of the Company, one or more sub-plans applicable to separate classes of Eligible Individuals who are subject to the laws of jurisdictions outside of the United States.

18 (h) References to Termination of Employment. References to “termination of employment” shall also mean termination of any other service relationship of the Participant with the Company or any of its Subsidiaries, as applicable.

(i) No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action, whether or not such action would have an adverse effect on any Awards made under the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any Subsidiary as a result of any such action.

(j) Unfunded Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or legal representative or any other person. To the extent that a person acquires a right to receive payments under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

(k) Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to Awards will be used for general corporate purposes.

(l) Satisfaction of Obligations. Subject to applicable laws, rules and regulations, the Company may apply any cash, Shares, securities or other consideration received upon exercise of settlement of an Award to any obligations a Participant owes to the Company and its Subsidiaries in connection with the Plan or otherwise.

(m) Award Document. In the event of any conflict or inconsistency between the Plan and any Award Document, the Plan shall govern, and the Award Document shall be interpreted to minimize or eliminate any such conflict or inconsistency.

(n) Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(o) Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.

19 (p) Clawback. Notwithstanding anything in the Plan to the contrary, all Awards granted under the Plan, any payments made pursuant to the Plan and any gains realized upon exercise or settlement of an Award shall be subject to clawback, adjustment or recoupment, as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

(q) Severability. If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

(r) Data Privacy. To administer the Plan and the Awards granted thereunder and to implement or structure future grants, the Company, its Subsidiaries and certain agents thereof may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan or the Awards granted thereunder. By accepting an Award, Participants (i) authorize the Company to collect, process, register and transfer all personal and professional data; (ii) waive any privacy rights Participants may have with respect to the personal and professional data; (iii) authorize the Company, its Subsidiaries and certain agents thereof to store and transmit such information in electronic form; and (iv) authorize the transfer of such personal and professional information to any jurisdiction in which the Company, its Subsidiaries and certain agents thereof consider appropriate. Participants shall have access to, and the right to change, the personal and professional information collected and processed during the administration of the Plan. Personal and professional information shall only be used in accordance with applicable law.

(s) Governing Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

20 Exhibit 21.1

Teads N.V.

Subsidiaries of the Registrant

The following is a list of subsidiaries of Teads S.A. as of April 15, 2021 (to be a subsidiary of Teads N.V. following the corporate reorganization upon closing of this offering) as defined in Rule 1-02(w) of Regulation S-X.

Name Jurisdiction of Incorporation Teads France S.A.S. France Teads Ltd United Kingdom Teads Mexico S.A. de CV Mexico Teads Argentina SA Argentina Teads Brasil Solucoes Em Proganda e Video Ltd Brazil Teads Colombia SAS Columbia Teads NL B.V. Netherlands Teads Australia PTY Ltd Australia Teads Hong-Kong Limited Hong Kong Teads Italia SRL Italy Teads Espana SLU Spain Teads Deutschland GmbH Germany Teads Schweiz GmbH Switzerland Teads Rus LLC Russia Teads Inc. USA Teads Latam LLC USA Teads Canada Inc. Canada Teads Korea Ltd South Korea Teads Japan K.K. Japan Teads Sing. Pte Singapore Teads Studio Ltd. United Kingdom Teads Studio SRL Romania Teads MENA S.A. Luxembourg Teads SARL Morocco Teads Middle East FZ-LLC United Arab Emirates (Dubai)

1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 (333-257715) of our report dated May 12, 2021, relating to the consolidated financial statements of Teads S.A. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte Audit S.à r.l.

Luxembourg, Grand Duchy of Luxembourg

July 21, 2021 Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 (333-257715) of our report dated June 16, 2021, relating to the financial statements of Altice Temp B.V. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte Audit S.à r.l.

Luxembourg, Grand Duchy of Luxembourg

July 21, 2021 Exhibit 99.1

Consent of Director Nominee

Teads B.V. (the “Company”) has filed a Registration Statement on Form F-1 (Registration No. 333-257715) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of Class A common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

/s/ Jurgen van Breukelen Name: Jurgen van Breukelen Exhibit 99.2

Consent of Director Nominee

Teads B.V. (the “Company”) has filed a Registration Statement on Form F-1 (Registration No. 333-257715) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of Class A common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

/s/ Mark Mullen Name: Mark Mullen Exhibit 99.3

Consent of Director Nominee

Teads B.V. (the “Company”) has filed a Registration Statement on Form F-1 (Registration No. 333-257715) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s initial public offering of Class A common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement, as may be amended from time to time. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

/s/ Raymond Svider Name: Raymond Svider