Notice of meeting - 2026 Combined General Shareholder's Meeting

Activity during the financial year

Impairment losses amounted to euro 37 million, including exclusively the impact of real estate optimization, down by euro 49 million, from euro 86 million in 2024, which also included an impairment loss on intangible assets of euro 15 million.

Net non-current expense totaled euro 5 million in 2025. As of December 31, 2024, net non-current income amounted to euro 15 million mainly corresponding to the proceeds of euro 14 million generated by the contribution of CitrusAd and Epsilon technologies to the Group’s 49%-owned associate Unlimitail.

Operating income totaled euro 2,394 million in 2025, versus euro 2,214 million in the previous year.

OTHER INCOME STATEMENT ITEMS

The financial result, comprising the cost of net financial debt, revaluation of earn-out payments and other financial charges and income, was a net charge of euro 159 million as of December 31, 2025, compared to a euro 6 million income in 2024. Excluding the revaluation of earn-outs, the financial result is a net charge of euro 100 million in 2025 compared to a net charge of euro 29 million last year.

  • The net income on net financial debt was euro 8 million in 2025, compared to an income of euro 52 million in 2024. It included euro 115 million of interest expense (in line with euro 122 million in 2024), offset by interest income of euro 123 million, down from euro 174 million in 2024.
  • Other financial income and expenses (excluding earn out revaluation) were a net charge of euro 108 million in 2025 , notably composed of euro 86 million interest on lease liabilities, euro 20 million foreign exchange losses and euro 7 million income from the fair value revaluation of mutual funds. In 2024, other financial income and expenses were a net charge of euro 81 million, notably composed of euro 84 million interest on lease liabilities and euro 10 million income from the fair value adjustment of mutual funds.
  • The revaluation of earn out payments was a 59 million euro expense compared to a 35 million euro income in 2024.

The share in profit of equity-accounted investees, net of tax, was a 3 million euro profit in 2025, compared to a 2 million euro loss in 2024.

Income tax was a charge of euro 577 million versus a charge of euro 549 million in 2024. The effective tax rate is 25.1% for 2025 compared to a rate of 24.9% for 2024.

Net income attributable to non-controlling interests is a 8 million euro profit in 2025, compared with a 9 million euro profit in 2024. Overall, the net income attributable to the Group was euro 1,653 million in 2025, compared to euro 1,660 million in 2024. The Group’s earnings per share was 6.58 euros in 2025, compared to 6.62 euros in 2024.

FINANCIAL AND CASH POSITION

FREE CASH FLOW

The Group’s free cash flow, before change in working capital requirements, was euro 2,032 million in 2025, up euro 194 million compared to 2024, notably in relation to the EBITDA, which increased by euro 154 million.

Income tax paid amounted to euro 536 million, down euro 119 million from euro 655 million in 2024, mostly in relation to the favorable impact of euro 98 million on tax paid in the U.S. generated by the One Big Beautiful Bill Act (see Note 10 of the consolidated financial statements) and some non-recurring payments in 2024.

Repayments of lease liabilities and related interests remain stable at euro 453 million both in 2025 and 2024.

Net financial interests generated a euro 26 million income in 2025, compared to a euro 69 million income in 2024.

Net investments in fixed assets amounted to euro 249 million in 2025, a slight increase compared to euro 235 million in 2024.

GROUP EQUITY AND NET DEBT

Consolidated equity attributable to holders of the parent company moved from euro 11,060 million at December 31, 2024 to euro 10,447 million at December 31, 2025, due to the following elements:

  • (+) Net income for 2025: euro 1,653 million;
  • (-) Other comprehensive income, net of tax (mainly related to the translation reserve): euro 1,291 million;
  • (-) Dividends: euro 903 million;
  • (+) Share-based compensation, net of tax: euro 84 million;
  • (-) (Purchases) / Sales of treasury shares: euro 147 million;
  • (-) Acquisitions and commitments to buy-out non-controlling interests: euro 9 million.

Minority interests were negative at euro 23 million, compared to negative euro 24 million at December 31, 2024.

The Group reported a net cash position of euro 548 million as of December 31, 2025, compared to a euro 775 million net cash position as of December 31, 2024.

During 2025, in addition to the acquisitions of subsidiaries, two significant transactions impacted the Group’s debt:

  • the repayment of the bond tranche, issued in 2019 as part of the financing of the acquisition of Epsilon and maturing in June 2025, for an amount of euro 750 million;
  • the completion of a bond issue in June 2025 for a total amount of euro 1,250 million, as part of the implementation of an EMTN program in May 2025. Net proceeds from the offering will be used for general corporate purposes.

The Group’s average net debt in 2025 amounted to euro 971 million, versus euro 585 million in 2024.

The Group’s gross debt amounted to euro 3,483 million at December 31, 2025, compared to euro 2,869 million at December 31, 2024. This debt consisted of 88% long-term borrowings. The Group’s gross debt, excluding debt related to earn-outs and commitments to buy-out non-controlling interests, is made up of fixed-rate bond loans.