What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-28 compared with 2024-02-23 · 434 added, 186 removed, 139 unchanged (82% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

Market Information

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Prior to that date, there was no public trading market for ADSs or our ordinary shares.

As of January 31, 2024, there were 36 holders of record of our ordinary shares and 125 participants in DTC that held our ADSs.

The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.

This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities.

As of January 31, 2025 , there we r e 32 holders of record of our ordinary shares and 223 p articipants in DTC that held our

The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by

brokers and other nominees.

This number of holders of record and DTC participants also does not include holders whose

shares may be held in trust by other entities.

ADS Performance Graph

The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.

The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.

The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total

returns of the Russell 2000 Index and the Nasdaq Internet Index.

The graph tracks the performance of a $100 investment

in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024 .

The returns shown are based on historical results and are not intended to suggest future performance.

The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.

The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the

SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the

Exchange Act, except to the extent we specifically incorporate it by reference into such filing.

We have never declared or paid any cash dividends on our ordinary shares.

We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth.

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings.

We do not anticipate paying cash dividends

on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained

Dividend distributions, if any, will be made in euros and converted into U.S.

dollars with respect to the ADSs, as provided in the deposit agreement.

In addition, under the General RCF, we may not declare, make or pay dividends if our net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.

dollars with respect to the ADSs, as

provided in the deposit agreement.

In addition, under the General RCF, we may not declare, make or pay dividends if our

net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We spent $125 million on ADS repurchases in 2023, and we extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an increased amount of up to $630 million in February 2024.

The following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2023:

Period Total Number of Shares Purchased (1)

Average Price Paid per Share (2)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)

We extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an

increased amount of up to $630 million in February 2024.

During 2024 , we spent $225 million on ADS repurchases.

following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of

Total Number of

Shares Purchased (1)

Average Price Paid

per Share (2)

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Approximate Dollar

Value of Shares That

Purchased Under the

Plans or Programs (1)

October 1 to 31, 2024

$ 100,188,265

November 1 to 30, 2024

December 1 to 31, 2024

Total 881,733 881,733 —

(1) In October 2021, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, and in February 2024, the board of directors further extended this long-term share repurchase program to a total of $630 million.

(2) Average price paid per share excludes any broker commissions paid.

(1) In February 2024, the board of directors approved an extension of the long-term share repurchase program of up to

$150 million of the Company's outstanding American Depositary Shares to a total of $630 million.

(2) Weighted average price paid per share excludes any broker commissions paid.

Recent Sales of Unregistered Securities and Use of Proceeds

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Exchange Controls & Ownership by Non-French Residents

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries.

Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments, be handled by an accredited intermediary.

All registered banks and substantially all credit institutions in France are accredited intermediaries.

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.

However, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France ) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold.

Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment.

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that

we may remit to residents of foreign countries.

Laws and regulations concerning foreign exchange controls do, however,

require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments,

be handled by an accredited intermediary.

All registered banks and substantially all credit institutions in France are

accredited intermediaries.

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French

residents or non-French shareholders to own and vote shares.

However, (a) any non-French citizen, (b) any French

citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned

persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France )

within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of

at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold.

this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the

relevant investment.

This amount may be increased fivefold if the violation is made by a legal entity.

Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices, data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.

For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability to elect directors, and financial reliance by the company on the acquirer.

If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment.

The relevant investor further may be found criminally liable and may be sanctioned with a fine not to exceed the greater of the following amounts:

(i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).

Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French

entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant

investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity

registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25%

threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities

likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices,

data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence

and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be

conditioned on certain undertakings.

For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of

our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a

controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability

to elect directors, and financial reliance by the company on the acquirer.

If an investment requiring the prior authorization of the French Minister of Economy is completed without such

authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to

nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii)

amend the investment.

The relevant investor further may be found criminally liable and may be sanctioned with a fine not

to exceed the greater of the following amounts:

(i) twice the amount of the relevant investment, (ii) 10% of the annual

turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).

French Tax Consequences

The following describes the material French income tax consequences to U.S.

Holders (as defined below) of purchasing, owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.

This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition, ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise from rules of general application or that are generally assumed to be known by investors.

All of the following is subject to change.

Holders (as defined below) of purchasing,

owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.

This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition,

ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise

from rules of general application or that are generally assumed to be known by investors.

All of the following is subject to

Such changes could apply retroactively and could affect the consequences described below.

For the purposes of this discussion, the term “U.S.

Holder” means a beneficial owner of securities that is (1) an individual who is not a French tax resident under French domestic rules / applicable double tax treaty provisions and who is a U.S.

Holder” means a beneficial owner of securities that is (1) an individual

who is not a French tax resident under French domestic rules / applicable double tax treaty provisions and who is a U.S.

citizen or resident for U.S.

federal income tax purposes, or (2) a U.S.

domestic corporation or certain other entities created or organized in or under the laws of the U.S.

or any state thereof, including the District of Columbia, or (3) otherwise subject to U.S.

domestic corporation or certain other entities created

or organized in or under the laws of the U.S.

or any state thereof, including the District of Columbia, or (3) otherwise

subject to U.S.

federal income taxation on a net income basis in respect of securities.

If a partnership (or any other entity treated as a partnership for U.S.

federal income tax purposes) holds securities, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership.

Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.

federal income tax purposes) holds securities, the tax

treatment of a partner generally will depend upon the status of the partner and the activities of the partnership.

Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the

specific tax consequences of acquiring, owning and disposing of securities.

This discussion applies only to investors that hold our securities as capital assets that have the U.S.

dollar as their functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax treaty between the Government of the U.S.

and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France.

dollar as their

functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax

treaty between the Government of the U.S.

and the Government of the French Republic for the Avoidance of Double

Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as

amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the

securities is not effectively connected to a permanent establishment or a fixed base in France.

Holders (including, but not limited to, U.S.

expatriates, partnerships or other entities classified as partnerships for U.S.

federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or currencies, persons that elect to mark their securities to market for U.S.

federal income tax purposes and persons holding securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not discussed below.

Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and disposition of securities in light of their particular circumstances, especially with regard to the “Limitations on Benefits” provision.

expatriates, partnerships or other entities classified as partnerships

federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt

organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities

pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or

by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or

currencies, persons that elect to mark their securities to market for U.S.

federal income tax purposes and persons holding

securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not

discussed below.

Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and

disposition of securities in light of their particular circumstances, especially with regard to the “Limitations on Benefits”

Furthermore, specific rules apply in France with respect to French assets that are held by or in foreign trusts.

These rules, among other things, provide for the inclusion of trust assets in the settlor’s net assets for purpose of applying the French real estate wealth tax, for the application of French gift and inheritance tax to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number of French tax reporting and disclosure obligations.

The following discussion does not address the French tax consequences applicable to securities held in trusts.

If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.

among other things, provide for the inclusion of trust assets in the settlor’s net assets for purpose of applying the French

real estate wealth tax, for the application of French gift and inheritance tax to French assets held in trust, for a specific tax

on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number

of French tax reporting and disclosure obligations.

The following discussion does not address the French tax

consequences applicable to securities held in trusts.

If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the

specific tax consequences of acquiring, owning and disposing of securities.

Purchasing Consequences

Financial Transactions Tax

Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer’s market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.

A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities.

Pursuant to Regulations BOI‑ANNX‑000467‑20211229 issued on December 29, 2021, Criteo is currently not included in such list.

Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed

on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market

Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer’s market

capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.

The above mentioned rate will

increase to 0.4% upon enactment of the French finance law for 2025.

A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation

year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities.

Regulations BOI‑ANNX‑000467‑20241223 issued on December 23, 2024, Criteo is currently not included in such list.

Please note that such list may be updated from time to time, or may not be published anymore in the future.

Moreover, Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in the future.

Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above and purchasers of Criteo's securities in 2022 should not be subject to the tax on financial transactions.

Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in

Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described

above and purchasers of Criteo's securities in 2024 should not be subject to the tax on financial transactions.

Registration Duties

In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%.

In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated

market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration

duties at the rate of 0.1%.

Ownership Consequences

Taxation of Dividends

Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 25% or 12.8% for individuals.

Dividends paid by a French corporation in a non-cooperative State or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax at a rate of 75%, except to the extent this French corporation can prove that the main purpose and effect of the distribution is not transfer such dividend income in a non-cooperative State or territory with a view to avoiding taxes.

However, eligible U.S.

Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a

rate of 25% for corporations or 12.8% for individuals.

Dividends paid by a French corporation in a non-cooperative State

or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax

at a rate of 75%, except to the extent this French corporation can prove that the main purpose and effect of the distribution

is not transfer such dividend income in a non-cooperative State or territory with a view to avoiding taxes.

However, eligible

Holders entitled to Treaty benefits under the “Limitation on Benefits” provision contained in the Treaty who are U.S.

tax residents, as defined pursuant to the provisions of the Treaty may be subject to the withholding tax at a reduced rate (as described below).

tax residents, as defined pursuant to the provisions of the Treaty may be subject to the withholding tax at a reduced rate

(as described below).

Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S.

Holder who is a U.S.

tax resident as defined pursuant to the provisions of the Treaty, who is the ultimate owner of the distributed dividends, and whose ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that such U.S.

as defined pursuant to the provisions of the Treaty, who is the ultimate owner of the distributed dividends, and whose

ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that

Holder has in France, is generally reduced to 15%, or to 5% if such U.S.

Holder is a corporation and owns directly or indirectly at least 10% of the share capital of the issuer, subject to certain procedural requirements discussed below.

Holder is a corporation and owns

directly or indirectly at least 10% of the share capital of the issuer, subject to certain procedural requirements discussed

Holders that are not individuals but are U.S.

residents, as defined pursuant to the provisions of the Treaty, the requirements for eligibility for Treaty benefits, including the reduced 15% or 5% withholding tax rates contained in the “Limitation on Benefits” provision of the Treaty, are complicated, and certain technical changes were made to these requirements by the protocol of January 13, 2009.

Holders are advised to consult their own tax advisers regarding their eligibility for Treaty benefits in light of their own particular circumstances.

residents, as defined pursuant to the provisions of the Treaty, the

requirements for eligibility for Treaty benefits, including the reduced 15% or 5% withholding tax rates contained in the

“Limitation on Benefits” provision of the Treaty, are complicated, and certain technical changes were made to these

requirements by the protocol of January 13, 2009.

Holders are advised to consult their own tax advisers regarding

their eligibility for Treaty benefits in light of their own particular circumstances.

Dividends paid to an eligible U.S.

Holder may immediately be subject to the reduced rates of 15% or 5% provided that such holder establishes before the date of payment that it is a U.S.

resident under the Treaty by completing and providing the depositary with the applicable treaty forms (Form 5000 and Form 5001).

Holder may immediately be subject to the reduced rates of 15% or 5% provided that

such holder establishes before the date of payment that it is a U.S.

resident under the Treaty by completing and providing

the depositary with the applicable treaty forms (Form 5000 and Form 5001).

Dividends paid to a U.S.

Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 12.8%, 25% in 2023, or 75% if paid in a non-cooperative State or territory (as defined in Article 238-0 A of the FTC).

Holder may claim a refund from the French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any, provided that such holder duly completes and provides the French tax authorities with the treaty forms (Form 5000 and Form 5001) before December 31 of the second calendar year following the year during which the dividend is paid.

Certain qualifying pension funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S.

Holders except that they may have to supply additional documentation evidencing their entitlement to these benefits.

Holder that has not filed the Form 5000 before the dividend payment date will be subject to

French withholding tax at the rate of 12.8% for individuals, 25% for corporations in 2024, or 75% if paid in a non-

cooperative State or territory (as defined in Article 238-0 A of the FTC).

Holder may claim a refund from the

French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any, provided that such holder

duly completes and provides the French tax authorities with the treaty forms (Form 5000 and Form 5001) before

December 31 of the second calendar year following the year during which the dividend is paid.

Certain qualifying pension

funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S.

except that they may have to supply additional documentation evidencing their entitlement to these benefits.

Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S.

Holders registered with the depositary.

The depositary will arrange for the filing with the French Tax authorities of all such forms properly completed and executed by U.S.

Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced withholding tax rate.

The withholding tax refund, if any, will not occur before January 15 of the year following the calendar year in which the related dividend was paid.

Holders registered with

the depositary.

The depositary will arrange for the filing with the French Tax authorities of all such forms properly

completed and executed by U.S.

Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so

that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced

withholding tax rate.

The withholding tax refund, if any, will not occur before January 15 of the year following the calendar year in which the

related dividend was paid.

Subject to certain conditions, corporations can obtain a full refund of the withholding tax if they are in loss-making position.

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Because the withholding tax rate applicable under French domestic law to U.S.

holders who are individuals does not exceed the cap provided in the Treaty ( i.e.

15%), the domestic 12.8% withholding tax rate will generally apply to dividends paid to those U.S.

holders who are individuals does not

exceed the cap provided in the Treaty ( i.e.

15%), the domestic 12.8% withholding tax rate will generally apply to dividends

paid to those U.S.

holders, as opposed to the rate provided under the Treaty.

As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.

Generally, real estate assets allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.

Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.

Since January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth

tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-

French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal

entities, and whose net taxable assets amount to at least 1,300,000 euros on January 1 st .

Generally, real estate assets

allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.

Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and

indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.

The Treaty does not prevent the application of French real estate wealth tax to a U.S.

Holder who would be a U.S.

tax resident.

However, based on the above domestic provisions and considering that Criteo SA is an operating company, the owning of ADSs or ordinary shares should not be subject to real estate wealth tax.

However, based on the above domestic provisions and considering that Criteo S.A.

is an operating company, the

owning of ADSs or ordinary shares should not be subject to real estate wealth tax.

Taxation on sale or other disposition

Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs, provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the dividend rights it holds).

Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not

subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs,

provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five

years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident

shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of

the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the

dividend rights it holds).

However, based on the Treaty, a U.S.

Holder who is a U.S.

tax resident for purposes of the Treaty, has no permanent establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits will only be subject to French tax on capital gain resulting from the sale of shares, units or rights in a company at least 50% of the assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real estate located in France.

Criteo SA is not expected to meet this standard.

Pursuant to these provisions, capital gain resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this shareholder.

tax resident for purposes of the Treaty, has no permanent

establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits will only be

subject to French tax on capital gain resulting from the sale of shares, units or rights in a company at least 50% of the

assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real

estate located in France.

is not expected to meet this standard.

Pursuant to these provisions, capital gain

resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this

Holders who own ordinary shares or ADSs through U.S.

partnerships that are not residents for Treaty purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light of their own particular circumstances.

partnerships that are not residents for Treaty

purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty

benefits in light of their own particular circumstances.

Holder who owns ordinary shares or ADSs through U.S.

partnerships that are not residents for Treaty purposes are

advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light

of their own particular circumstances.

Holder that is not a U.S.

resident for Treaty purposes or is not entitled to Treaty benefits (and in both cases is not resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and has held more than 25% of Criteo's dividend rights at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives will be subject to a levy in France at the rate of (i) 25% if such U.S.

resident for Treaty purposes or is not entitled to Treaty benefits (and in both cases is not

resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and

has held more than 25% of Criteo's dividend rights at any time during the preceding five years, either directly or indirectly,

and, as relates to individuals, alone or with relatives will be subject to a levy in France at the rate of (i) 25% if such U.S.

Holder is a corporate body or a legal entity, or (ii) 12.8% if such U.S.

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Generally, under French tax law, the following assets are subject to gift and inheritance tax:

• all movable or immovable property located in France or outside France when the donor or the deceased had his or her tax residence in France within the meaning of Article 4 B of the FTC;

• movable or immovable property located in France (including French real estate assets held indirectly), when the donor or the deceased is not domiciled for tax purposes in France;

• movable and immovable property located in France or outside France received from a donor or deceased domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years preceding the year in which he or she receives the property.

• all movable or immovable property located in France or outside France when the donor or the deceased had his

or her tax residence in France within the meaning of Article 4 B of the FTC;

• movable or immovable property located in France (including French real estate assets held indirectly), when the

donor or the deceased is not domiciled for tax purposes in France;

• movable and immovable property located in France or outside France received from a donor or deceased

domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the

meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years

preceding the year in which he or she receives the property.

However, under the Convention between the Government of the U.S.

and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004 and as amended on January 13, 2019), if the U.S.

and the Government of the French Republic for the

Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and

Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004 and as amended on January 13,

2019), if the U.S.

Holder is domiciled in the U.S.

and is a U.S.

tax resident for purposes of the Treaty, has no permanent establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits, only French real estate assets and shares, units or other interests in a company or legal entity whose assets consist, directly or through one or more other companies or legal entities, of at least 50% of real property located in France or of rights relating to such property can be subject to gift and inheritance tax.

tax resident for purposes of the Treaty, has no permanent

establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits, only French real

estate assets and shares, units or other interests in a company or legal entity whose assets consist, directly or through

one or more other companies or legal entities, of at least 50% of real property located in France or of rights relating to

such property can be subject to gift and inheritance tax.

Federal Income Tax Considerations for U.S.

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federal income tax considerations generally applicable to U.S.

Holders, as defined below, of owning and disposing of ADSs or ordinary shares.

defined below, of owning and disposing of ADSs or ordinary shares.

This section applies only to a U.S.

Holder that holds ADSs or ordinary shares as capital assets (generally, property held for investment) for U.S.

Holder that holds ADSs or ordinary shares as capital assets (generally, property held

for investment) for U.S.

federal income tax purposes.

This section does not address the U.S.

federal estate, gift or other non-income tax considerations or any state, local or non-U.S.

tax considerations relating to the ownership or disposition of ADSs or ordinary shares.

federal estate, gift or other

non-income tax considerations or any state, local or non-U.S.

tax considerations relating to the ownership or disposition of

ADSs or ordinary shares.

In addition, it does not set forth all of the U.S.

federal income tax considerations that may be relevant in light of the U.S.

Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), known as the Medicare contribution tax and tax consequences applicable to U.S.

federal income tax considerations that may be

relevant in light of the U.S.

Holder’s particular circumstances, including alternative minimum tax consequences, the

potential application of the provisions of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), known as the

Medicare contribution tax and tax consequences applicable to U.S.

Holders subject to special rules, such as:

2 unchanged sentences

• traders that elect to use a mark-to-market method of accounting;

• persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares;

• persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion

transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or

ordinary shares;

• persons whose functional currency for U.S.

10 unchanged sentences

citizens or long-term residents;

• persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation;

• persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as

compensation;

• persons required for U.S.

federal income tax purposes to conform the timing of income accruals with respect to the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code;

federal income tax purposes to conform the timing of income accruals with respect to

the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code;

• persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value);

1 unchanged sentence

If an entity or arrangement that is classified as a partnership for U.S.

federal income tax purposes holds ADSs or ordinary shares, the U.S.

federal income tax treatment of a partner will depend on the status of the partner and the activities of the partnership.

Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S.

federal income tax consequences of owning and disposing of the ADSs or ordinary shares.

federal income tax purposes holds ADSs or ordinary

shares, the U.S.

federal income tax treatment of a partner will depend on the status of the partner and the activities of the

Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax

advisers as to the particular U.S.

federal income tax consequences of owning and disposing of the ADSs or ordinary

Holder should consult its tax advisor as to the U.S.

federal, state, local and non-U.S.

tax considerations relevant to it with respect to the ownership and disposition of our ADSs or ordinary shares in light of its particular circumstances.

This section is based on the Code, administrative pronouncements, judicial decisions, final Treasury regulations, and the income tax treaty between France and the U.S.

(the “Treaty”), all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.

tax considerations

relevant to it with respect to the ownership and disposition of our ADSs or ordinary shares in light of its particular

circumstances.

This section is based on the Code, administrative pronouncements, judicial decisions, final Treasury regulations, and the

income tax treaty between France and the U.S.

(the “Treaty”), all as of the date hereof, any of which is subject to change

or differing interpretations, possibly with retroactive effect.

Holder” is a holder who, for U.S.

federal income tax purposes, is a beneficial owner of ADSs or ordinary shares and who is:

federal income tax purposes, is a beneficial owner of ADSs or ordinary shares

• a citizen or individual resident of the U.S.;

• a corporation, or other entity classified as a corporation for U.S.

federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

federal income tax purposes, created or

organized in or under the laws of the U.S., any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for U.S.

federal income tax purposes regardless of its source;

federal income tax purposes regardless of its

• a trust if a court within the U.S.

is able to exercise primary supervision over the administration of the trust and one or more U.S.

persons has or have the authority to control all of the trust’s substantial decisions, or the trust has validly elected to be treated as a domestic trust for U.S.

is able to exercise primary supervision over the administration of the trust and one

persons has or have the authority to control all of the trust’s substantial decisions, or the trust has

validly elected to be treated as a domestic trust for U.S.

federal income tax purposes.

In general, it is expected that a U.S.

Holder who owns ADSs will be treated as the owner of the underlying shares represented by those ADSs for U.S.

Holder who owns ADSs will be treated as the owner of the underlying shares

represented by those ADSs for U.S.

federal income tax purposes.

2 unchanged sentences

Accordingly, no gain or loss will be recognized if a U.S.

Holder exchanges ADSs for the underlying shares represented by those ADSs.

exchanges ADSs for the underlying shares represented by those ADSs.

Holders should consult their tax advisers concerning the U.S.

federal, state, local and non-U.S.

tax consequences of owning and disposing of ADSs or ordinary shares in their particular circumstances.

tax consequences of

owning and disposing of ADSs or ordinary shares in their particular circumstances.

Taxation of Distributions

We do not currently expect to make distributions on our ADSs or ordinary shares.

If we are not and have not been a PFIC (as discussed below in the section entitled “PFIC Rules”), in the event that we do make distributions of cash or other property, the following rules would apply.

The gross amount of any distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S.

If we are not and have not been a PFIC

(as discussed below in the section entitled “PFIC Rules”), in the event that we do make distributions of cash or other

property, the following rules would apply.

The gross amount of any distributions paid on ADSs or ordinary shares, other

than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our

current or accumulated earnings and profits (as determined under U.S.

federal income tax principles).

To the extent such amount is treated as a dividend, it will generally be includible in the gross income of a U.S.

Holder as dividend income on the day actually or constructively received by the U.S.

Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs.

If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute a return of capital to the extent of the U.S.

Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction thereof.

To the extent such

amount is treated as a dividend, it will generally be includible in the gross income of a U.S.

Holder as dividend income on

the day actually or constructively received by the U.S.

Holder, in the case of ordinary shares, or by the depositary, in the

case of ADSs.

If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute

a return of capital to the extent of the U.S.

Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction

To the extent such excess exceeds a U.S.

Holder’s tax basis in the ADSs or ordinary shares, such excess will generally be subject to tax as capital gain.

Holder’s tax basis in the ADSs or ordinary shares, such excess will generally

be subject to tax as capital gain.

Because we do not intend to determine our earnings and profits in accordance with U.S.

federal income tax principles, the full amount of any distribution we pay is generally expected to be treated as a dividend for U.S.

federal income tax principles, the full amount of any distribution we pay is generally expected to be treated as a dividend

federal income tax purposes.

Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S.

Dividends received on our ADSs or ordinary shares will not be eligible for the

dividends received deduction allowed to corporations in respect of dividends received from U.S.

corporations.

Individuals and other non-corporate U.S.

Holders will be subject to tax at the lower capital gains tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S.

Holder (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met.

If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are satisfied.

Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.

Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances.

foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income from foreign sources and generally will constitute passive category income.

The amount of any dividend income paid in euro will be the U.S.

dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S.

Holders will be subject to tax at the lower capital gains tax rate applicable to

“qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares

on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for

the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S.

Holder (as discussed

below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period

requirements are met.

If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether

such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for

the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are

Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be

considered a PFIC for any taxable year, we believe we were not a PFIC for our 2024 taxable year and we do not

anticipate that we will be a PFIC in the current and future taxable years.

Holders should consult their tax advisors

regarding the availability of the reduced tax rate on dividends in their particular circumstances.

foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income

from foreign sources and generally will constitute passive category income.

The amount of any dividend income paid in

euro will be the U.S.

dollar amount calculated by reference to the exchange rate in effect on the date of actual or

constructive receipt, regardless of whether the payment is in fact converted into U.S.

dollars at that time.

1 unchanged sentence

dollars on the date it is received, a U.S.

Holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income.

If the foreign currency received as a dividend is not converted into U.S.

generally not be required to recognize foreign currency gain or loss in respect of the dividend income.

If the foreign

currency received as a dividend is not converted into U.S.

dollars on the date of receipt, a U.S.

Holder will have a basis in the foreign currency equal to its U.S.

Holder will have a basis in

the foreign currency equal to its U.S.

dollar value on the date of receipt.

Any gain or loss realized on a subsequent conversion or other disposition of the foreign currency will be treated as U.S.

Any gain or loss realized on a subsequent

conversion or other disposition of the foreign currency will be treated as U.S.

source ordinary income or loss.

Sale or Other Disposition of ADSs or Ordinary Shares

Subject to the discussion below under “PFIC Rules”, gain or loss realized on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.

Holder held the ADSs or ordinary shares for more than one year.

Subject to the discussion below under “PFIC Rules”, gain or loss realized on the sale or other disposition of ADSs or

ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.

Holder held the ADSs or

ordinary shares for more than one year.

The amount of the gain or loss will equal the difference between the U.S.

Holder’s tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S.

tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as

determined in U.S.

Long-term capital gain of individuals and certain other non-corporate U.S.

Holders will generally be eligible for a reduced rate of taxation.

generally be eligible for a reduced rate of taxation.

The deductibility of a capital loss may be subject to limitations.

Any capital gain or loss will generally be treated as U.S.-source gain or loss for U.S.

foreign tax credit purposes, which will generally limit the availability of foreign tax credits.

Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation.

Passive income includes, among other things, interest, dividends, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign currency gains.

For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and other unbooked intangibles are taken into account.

The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear.

Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2023, and we do not expect to be a PFIC in the current taxable year or the foreseeable future.

Since a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or any future taxable year.

capital gain or loss will generally be treated as U.S.-source gain or loss for U.S.

foreign tax credit purposes, which will

generally limit the availability of foreign tax credits.

Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of

“passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are

held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our

proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in

which we directly or indirectly own at least 25%, by value, of the shares of such corporation.

Passive income includes, among other things, interest, dividends, certain non-active rents and royalties, net gains from

the sale or exchange of property producing such income and net foreign currency gains.

For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and

other unbooked intangibles are taken into account.

The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis

applying principles and methodologies that are in some circumstances unclear.

Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for

the taxable year ended December 31, 2024 , and we do not expect to be a PFIC in the current taxable year or the

foreseeable future.

Since a separate factual determination as to whether we are or have become a PFIC must be made

each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or

any future taxable year.

If we are classified as a PFIC for any year during which a U.S.

Holder holds our ADSs or ordinary shares, the PFIC rules discussed below generally will apply to such U.S.

Holder holds our ADSs or ordinary shares, the PFIC rules

discussed below generally will apply to such U.S.

Holder for such taxable year, and unless the U.S.

Holder makes certain elections, will apply in future years even if we cease to be a PFIC.

Holder makes certain

elections, will apply in future years even if we cease to be a PFIC.

If we were a PFIC for any taxable year during which a U.S.

1 unchanged sentence

Holder has not made a timely mark-to-market or QEF election, as described below), gain recognized by a U.S.

Holder on a sale or other disposition (including certain pledges) of the ADSs or ordinary shares would be allocated ratably over the U.S.

a sale or other disposition (including certain pledges) of the ADSs or ordinary shares would be allocated ratably over the

Holder’s holding period for the ADSs or ordinary shares.

The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income.

The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax would be imposed on the amount allocated to that taxable year.

Further, to the extent that any distribution received by a U.S.

Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions on the ADSs or ordinary shares received during the preceding three years or the U.S.

Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above.

The amounts allocated to the taxable year of the sale or

other disposition and to any year before we became a PFIC would be taxed as ordinary income.

The amount allocated to

each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate,

for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax

would be imposed on the amount allocated to that taxable year.

Further, to the extent that any distribution received by a

Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions on the ADSs or

ordinary shares received during the preceding three years or the U.S.

Holder’s holding period, whichever is shorter, that

distribution would be subject to taxation in the same manner as gain, described immediately above.

If we are a PFIC for any taxable year during which a U.S.

Holder holds our ADSs or ordinary shares and any of our non-U.S.

affiliated entities are also PFICs, the holder will be treated as owning a proportionate amount (by value) of the shares of each such non-U.S.

Holder holds our ADSs or ordinary shares and any of our non-

affiliated entities are also PFICs, the holder will be treated as owning a proportionate amount (by value) of the shares

of each such non-U.S.

affiliate classified as a PFIC for purposes of the application of these rules.

Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its ADSs or ordinary shares, provided that the ADSs or ordinary shares are “marketable.” ADSs or ordinary shares will be marketable if they are traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a “qualified exchange” or other market within the meaning of applicable Treasury regulations.

We expect that our ADSs, but not our ordinary shares, will continue to be listed on the Nasdaq Global Select Market, which is a qualified exchange for these purposes, but no assurances may be given in this regard.

Consequently, assuming that our ADSs are regularly traded, if a U.S.

Holder holds our ADSs, it is expected that the mark-to-market election would be available to such holder were we to be or become a PFIC.

In addition, because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S.

Holder may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S.

Holders are urged

to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to

its ADSs or ordinary shares, provided that the ADSs or ordinary shares are “marketable.” ADSs or ordinary shares will be

marketable if they are traded in other than de minimis quantities on at least 15 days during each calendar quarter

(“regularly traded”) on a “qualified exchange” or other market within the meaning of applicable Treasury regulations.

expect that our ADSs, but not our ordinary shares, will continue to be listed on the Nasdaq Global Select Market, which is

a qualified exchange for these purposes, but no assurances may be given in this regard.

Consequently, assuming that our

ADSs are regularly traded, if a U.S.

Holder holds our ADSs, it is expected that the mark-to-market election would be

available to such holder were we to be or become a PFIC.

In addition, because, as a technical matter, a mark-to-market

election cannot be made for any lower-tier PFICs that we may own, a U.S.

Holder may continue to be subject to the PFIC

rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a

PFIC for U.S.

federal income tax purposes.

Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market value of the ADSs or ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs or ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).

Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market

value of the ADSs or ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an

ordinary loss in respect of any excess of the adjusted tax basis of the ADSs or ordinary shares over their fair market value

at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the

mark-to-market election).

Holder makes the election, the U.S.

Holder’s tax basis in the ADSs or ordinary shares will be adjusted to reflect the income or loss amounts recognized.

Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).

Holder makes such a mark-to-market election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except that the lower applicable capital gains rate for qualified dividend income would not apply).

Holder makes a valid mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S.

Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC.

Holder’s tax basis in the ADSs or ordinary shares

will be adjusted to reflect the income or loss amounts recognized.

Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be

treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of

income previously included as a result of the mark-to-market election).

Holder makes such a mark-to-market

election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except

that the lower applicable capital gains rate for qualified dividend income would not apply).

Holder makes a valid

mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S.

Holder will not be required to

take into account the mark-to-market income or loss described above during any period that we are not classified as a

In addition, in order to avoid the application of the foregoing rules, a U.S.

person that owns shares in a PFIC for U.S.

federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC provides the information necessary for such election to be made.

person makes a QEF election with respect to a PFIC, the U.S.

person will be currently taxable on its pro rata share of the PFIC’s ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and will not be required to include such amounts in income when actually distributed by the PFIC.

No assurances can be given that we will provide holders with the information necessary for U.S.

federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC

provides the information necessary for such election to be made.

person makes a QEF election with respect to a

PFIC, the U.S.

person will be currently taxable on its pro rata share of the PFIC’s ordinary earnings and net capital gain

(at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and

will not be required to include such amounts in income when actually distributed by the PFIC.

No assurances can be given

that we will provide holders with the information necessary for U.S.

Holders to make a QEF election.

In addition, if we were a PFIC or, with respect to a particular U.S.

Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S.

Holder, were treated as a PFIC for the taxable year in

which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to

dividends paid to certain non-corporate U.S.

Holders would not apply.

Holder owns ADSs or ordinary shares during any year in which we are a PFIC, the U.S.

Holder must file annual reports, containing such information as the U.S.

Department of the Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S.

Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form.

Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.

Holder must file annual

reports, containing such information as the U.S.

Department of the Treasury may require on IRS Form 8621 (or any

successor form) with respect to us, with the U.S.

Holder’s federal income tax return for that year, unless otherwise

specified in the instructions with respect to such form.

Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the

THE PRECEDING SUMMARY OF U.S.

FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE.

HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S.

FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL

INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE.

HOLDERS SHOULD CONSULT THEIR TAX

ADVISORS AS TO THE U.S.

FEDERAL, STATE, LOCAL, AND NON-U.S.

TAX CONSIDERATIONS GENERALLY APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN THEIR PARTICULAR CIRCUMSTANCES.

TAX CONSIDERATIONS GENERALLY

APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN

THEIR PARTICULAR CIRCUMSTANCES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity