The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

Teads SA (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 2.0 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.

The Group operates in 33 countries, located in European countries, the United States of America, Canada, South America, Asia, Middle East, and Africa.

The unaudited condensed interim consolidated financial statements of the Group as of September 30, 2024 and for the three and nine-month periods then ended (the “Unaudited Condensed Interim Consolidated Financial Statements”) were approved by the Board of Directors of the Company (the “Board of Directors”) and authorized for issue on November 21, 2024.

The Unaudited Condensed Interim Consolidated Financial Statements are presented in thousands of United States Dollars (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, 2023, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB (the “annual consolidated financial statements”).

The accounting policies applied for the Unaudited Condensed Interim Consolidated Financial Statements do not differ from those applied in the annual consolidated financial statements, except for the adoption of new standards effective as of January 1, 2024.

These Unaudited Condensed Interim Consolidated Financial Statements have been prepared on a going concern basis.

The following standards have mandatory application for periods beginning on or after January 1, 2024 as described in note 1.3.2 to the annual consolidated financial statements:

The application of these amendments had no material impact on the amounts recognised and on the disclosures in the Unaudited Condensed Interim Consolidated Financial Statements.

As of September 30, 2024, the Company has continued to work on the Pillar Two assessment. The preliminary view of the Group is that many of the jurisdictions where it operates should benefit from the transitional Country by Country Reporting Safe Harbor and no material operations have been identified to have current domestic corporate tax rate below 15 percent. Therefore, for these Unaudited Condensed Interim Consolidated Financial Statements, the impact of the global minimum tax is assessed to be limited on both the Company’s effective tax rate and the income tax expense in the nine-month period ended September 30, 2024. The Company is continuously assessing the impact of the Pillar Two corporate income tax legislation.

The Group has not early adopted the following standards and interpretations, for which application is not mandatory for the period starting on January 1, 2024 and that may impact the amounts reported:

The Board of Directors anticipates that the application of those amendments will not have a material impact on the amounts recognized in the Unaudited Condensed Interim Consolidated Financial Statements.

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, lease liabilities and Expected Credit Losses (ECL).

As of September 30, 2024, there were no changes in the key areas of judgements and estimates.

The Company’s operation is 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”.

Given the above, the Company experienced a decrease between December 31, 2023 and September 30, 2024 in the trade receivables and trade payables, as a result of the lower activity in the nine-month period ended September 30, 2024.

The Group incorporated a new entity (Teads Arabia for Advertising) in March 2024. This entity is fully owned by the Group.

There were no other significant events or transactions that occurred during the nine-month period ended September 30, 2024, which impacted the scope of consolidation compared to that presented in the annual consolidated financial statements.

Outbrain Inc. and Altice Teads S.A. signed a share purchase agreement (SPA) on August 1, 2024. Outbrain Inc. will acquire the Group in an approximately USD 1 billion transaction, consisting of USD 725,000 upfront cash and USD 25,000 deferred cash, 35 million shares of common stock of Outbrain Inc., and USD 105,000 of convertible preferred equity. The transaction is expected to be completed in the first quarter of 2025 and is subject to certain closing conditions, including the receipt of Outbrain stockholder and regulatory approvals.

The Group is currently assessing the financial impacts of the closing of the acquisition. These impacts should include, among others, the settlement of the advances payments made to Altice Teads S.A., under the cash management agreement described in Note 15.

With respect to the evaluation of the Expected Credit Loss (ECL), please refer to Note 13.

With respect to the valuation and accounting of the PSAR plan, please refer to Note 11.

The change in goodwill from December 31, 2023 to September 30, 2024 consists of the following:

Goodwill is reviewed at the level of the unique CGU annually for impairment and whenever changes in circumstances indicate that its carrying amount may not be recoverable. Goodwill was tested at the CGU level for impairment as of December 31, 2023, based on the recoverable amount estimated through its value in use. No impairment indicator was identified for the nine-month period ended September 30, 2024 and therefore, no updated impairment testing was performed, nor any impairment recorded, for the nine-month period ended September 30, 2024.

The main variation in the financial assets is an addition of USD 86,440 on the advance payments made to Altice Teads S.A. (the sole shareholder of the Company) under the cash management agreement. The interest rates decreased by 42 basis points for the SOFR and by 47 basis points for the ESTER Euribor overnight for the nine-month period ended September 30, 2024. Two new interest rates (SONIA and SARON) were added for the nine-month period ended September 30, 2024.

In the perspective of the pre-closing legal restructuring operations (refer to note 3), the advance payments are expected to be settled and thus the Company reclassified the non-current financial assets to current financial assets as of September 30, 2024.

As of September 30, 2024, the share capital comprised 1,250,327,500 fully paid-up shares, with a par value of €0,01, representing €12,503,275 (USD 17,379). The share premium was €74,263,353 (USD 99,178), which was the result of various capital increases and acquisitions since the creation of the Company.

Non-current provisions can be broken down as follows:

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 unaudited condensed interim consolidated statements of cash flows from financing activities.

As at September 30, 2024, all assets and liabilities were recorded at amortized cost with their carrying amount being equal to their amortized cost. Similarly, to the position as at December 31, 2023, no assets nor liabilities were recorded as at September 30, 2024 at fair value.

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 CEO, the co-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.

The Group’s revenue from external customers and information about its segment assets (non-current assets and current assets consider the total amount of financial assets, which is monitored by the CODM) by geographical location is detailed below:

In October 2023, the Board of directors of Altice Teads S.A., the parent company of the Company, adopted a Phantom Stock Appreciation Right Plan (“PSAR Plan”) for certain managers of the Group. The PSAR Plan gives to its beneficiaries awards, which represent a right to receive a value equal to the excess of the fair market value over the base price of a specific number of Company’s shares, subject to the terms and conditions of the PSAR Plan.

The valuation at the grant date was performed based on a Monte Carlo model. Monte Carlo numerical models determine fair value through estimating the present value of the awards’ payoffs as derived from a large number of risk-neutral expected share prices over the life of the awards. The total value of the PSAR Plan is estimated to amount to USD 84,098.

The main assumptions of the model are described below:

The number of awards granted to the beneficiaries of the PSAR Plan are 99.3 million at the grant date and as at September 30, 2024.

With respect to the valuation and accounting of the PSAR plan, following the signature of the SPA on August 1, 2024, it is expected that the plan will be terminated at the closing date, and the vested awards will be cash-settled. As a consequence, the plan was reclassified from an equity-settled plan to a cash-settled plan and the Company recognized a share-based payments expense until August 1, 2024. In addition, based on the estimation of the amount of the cash settlement at the closing date, the Company did not record any liability related to the PSAR plan and recorded a reversal of the social charges recorded until August 1, 2024.

For the period ended September 30, 2024, the Company recorded an expense against shareholders' equity for an amount of USD 28,089.

For the periods ended September 30, 2024, and September 30, 2023, other operating expenses amounted to USD 2,160 and USD 3,934 respectively. These other operating expenses have been allocated to the operating expenses (Sales and marketing, Technology and development, General and administrative) based on their destination.

Other expenses for the period ended September 30, 2023 are composed of some merger and acquisition costs related to transactions not completed in 2022. The other expenses for the period ended September 30, 2024 are composed of some severances and merger and acquisition costs.

The breakdown of financial income is presented in the following table:

Other financial income is mainly composed by the interest income from the advance payments made to Altice Teads S.A. under the cash management agreement.

Other financial expense is mainly composed of the additional ECL provision recorded in the three and nine-month period as of September 30, 2024, which is mainly resulting from the downgrade of rating from the counterpart. This ECL has been computed by taking into account different scenarios of recovery, weighted in accordance with their probability of occurrence.

With respect to the evaluation of the ECL provision, following the signature of the SPA on August 1, 2024 (please refer to Note 3), the Company has revised the assumptions related to the evaluation of the provision and as a result, the ECL provision was reduced during the third quarter 2024.

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 a charge tax expense of USD 22.1 million for the nine-month period ended September 30, 2024, compared to a tax expense of USD 23.5 million for the nine-month period ended September 30, 2023, reflecting an effective tax rate of 27.29%. The increase of the effective tax rate is mainly explained by the impact of the share-based compensation for an amount of USD 28,089. Without the impact of share-based payment, the effective tax rate would be 31.63%.

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. The Company, Teads Japan K.K., Teads Deutschland Gmbh, Teads Latam LLC, Teads Middle East FZ-LLC, Teads Singapore Pte Ltd, Teads Schweiz GmbH, Teads Mexico SA de CV, Teads Australia Pty Ltd and Teads NL B.V. subsequently adhered to this cash management agreement. For the nine-month periods ended September 30, 2024 and September 30, 2023, the amounts lent to Altice Teads S.A. by the Group were USD 86,440 and USD 93,176, 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 - Serviços de Comunicaçoes e Multimedia, S.A. covering the Portuguese market. SFR S.A. is a customer of Teads France S.A.S.

The Group signed contracts with premium publishers and TV manufacturers with commitment to have access to their inventory in the third quarter of 2024 and onwards. The total committed amount reached USD 98,462 as of September 30, 2024 (compared to USD 122,099 as of December 31, 2023).

In 2023 and onwards, an overdraft with HSBC was granted to Teads France S.A.S for a total amount of USD 16,743. An amount of USD 16,718 was drawn at September 30, 2024.

There was no event subsequent to the balance sheet date that had an impact on these Unaudited Condensed Interim Consolidated Financial Statements.