{"url_path":"/sec/crto/proxy/2026-05-08/000157642726000058","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1576427/0001576427-26-000058-index.html","accession_number":"0001576427-26-000058","cik":"0001576427","ticker":"CRTO","issuer_name":"Criteo S.A.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1576427/0001576427-26-000058-index.html","primary_entity_key":"0001576427","primary_entity_name":"Criteo S.A."},"word_count":141256,"has_tables":true,"body_markdown":"crto-20260508\n0001576427DEF 14Afalseiso4217:USD00015764272025-01-012025-12-3100015764272024-01-012024-12-310001576427crto:MeganClarkenMember2025-01-012025-12-310001576427crto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:MeganClarkenMember2024-01-012024-12-310001576427crto:MeganClarkenMember2023-01-012023-12-3100015764272023-01-012023-12-310001576427crto:MeganClarkenMember2022-01-012022-12-3100015764272022-01-012022-12-310001576427crto:MeganClarkenMember2021-01-012021-12-3100015764272021-01-012021-12-310001576427crto:ChangeInPensionValueAndAboveMarketNonQualifiedDeferredCompensationMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:GrantDateFairValueOfOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:FairValueAtFiscalYearEndOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:ChangeInFairValueOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:FairValueAtVestingOfOptionAwardsAndStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:ChangeInFairValueAsOfVestingDateOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:FairValueAsOfPriorFiscalYearEndOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:ValueOfDividendsOrOtherEarningsPaidOnStockOrOptionAwardsNotOtherwiseReflectedInFairValueOrTotalCompensationMemberecd:PeoMembercrto:MeganClarkenMember2025-01-012025-12-310001576427crto:ChangeInPensionValueAndAboveMarketNonQualifiedDeferredCompensationMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:GrantDateFairValueOfOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:FairValueAtFiscalYearEndOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:ChangeInFairValueOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:FairValueAtVestingOfOptionAwardsAndStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:ChangeInFairValueAsOfVestingDateOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:FairValueAsOfPriorFiscalYearEndOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:ValueOfDividendsOrOtherEarningsPaidOnStockOrOptionAwardsNotOtherwiseReflectedInFairValueOrTotalCompensationMemberecd:PeoMembercrto:MichaelKomasinskiMember2025-01-012025-12-310001576427crto:ChangeInPensionValueAndAboveMarketNonQualifiedDeferredCompensationMemberecd:PeoMember2025-01-012025-12-310001576427crto:GrantDateFairValueOfOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:FairValueAtFiscalYearEndOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInFiscalYearMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:ChangeInFairValueOfOutstandingAndUnvestedOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:FairValueAtVestingOfOptionAwardsAndStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:ChangeInFairValueAsOfVestingDateOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:FairValueAsOfPriorFiscalYearEndOfOptionAwardsAndStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:NonPeoNeoMember2025-01-012025-12-310001576427crto:ValueOfDividendsOrOtherEarningsPaidOnStockOrOptionAwardsNotOtherwiseReflectedInFairValueOrTotalCompensationMemberecd:PeoMember2025-01-012025-12-31000157642712025-01-012025-12-31000157642722025-01-012025-12-31000157642732025-01-012025-12-31\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a) of\n\nthe Securities Exchange Act of 1934 (Amendment No.          )\n\nFiled by the Registrant x\n\nFiled by a Party other than the Registrant o\n\nCheck the appropriate box:\n\no\n\nPreliminary Proxy Statement\n\no\n\nConfidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))\n\nx\n\nDefinitive Proxy Statement\n\no\n\nDefinitive Additional Materials\n\no\n\nSoliciting Material under §240.14a‑12\n\nCriteo S.A.\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check all boxes that apply):\n\nx\n\nNo fee required.\n\no\n\nFee paid previously with preliminary materials.\n\no\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\nLetter to Our Shareholders\n\nDear Fellow Shareholders,\n\nAs I reflect on my first year as CEO, I am confident in the direction we are taking and the role Criteo can play in the future of\n\nour industry. While 2025 did not unfold as we initially expected, we delivered solid operational performance and, more\n\nimportantly, made meaningful progress in positioning Criteo for long term growth.\n\nWe made deliberate choices this year. We sharpened our focus, aligned our organization more tightly around execution, and\n\ncontinued to invest behind the areas where we see the greatest potential to create durable value. At the center of this is our\n\nstrategic ambition to position Criteo as a leader in commerce intelligence, powered by AI driven decisioning, with clear\n\npriorities to lead in agentic AI, scale our performance engine, and advance our leadership in Retail Media.\n\nReinforcing our Foundations\n\nIn 2025, we refined our operating model to enhance execution, increase accountability, and better align our resources with our\n\nhighest value opportunities. These changes are already enabling us to move faster, innovate more effectively, and serve our\n\nclients with greater impact.\n\nIn Performance Media, we see a meaningful runway for growth. We are reenergizing this business through a more focused\n\napproach centered on scaling self service capabilities, expanding cross channel activation, and extending performance\n\nsolutions further up the funnel. As consumer journeys become less linear and more dynamic, advertisers are increasingly\n\nlooking for unified solutions that can drive measurable outcomes across the full path to purchase. Our early progress across\n\nthese priorities reinforces our confidence that Performance Media will remain a durable and growing contributor to our\n\nbusiness.\n\nIn Retail Media, we continue to build on our position as a global leader in one of the fastest growing segments of digital\n\nadvertising. With 235 leading retail partners worldwide, our focus is on unlocking greater demand by enabling broader\n\nadvertiser budgets, scaling newly launched formats, and bringing more conversational and intelligent experiences to retail\n\nenvironments. While we experienced the impact of specific client changes this year, the underlying trends in the business are\n\nrobust, and we see clear opportunities to accelerate over time.\n\n \n\nLeading in Commerce Intelligence and Orchestration\n\nOur industry is evolving quickly. AI is reshaping how consumers discover, evaluate, and purchase products, and how\n\ncompanies connect with them. The rise of AI powered assistants and agentic systems is introducing a new discovery layer that\n\ncomplements existing channels. This shift is accelerating fragmentation while increasing the importance of relevance, trust,\n\nand high quality data. In this environment, the ability to orchestrate decisions in real time across multiple touchpoints becomes\n\ncritical.\n\nPowered by a unique commerce data foundation with visibility into over $1 trillion in ecommerce transactions annually and\n\nreach across billions of users, products, and interactions, Criteo is well positioned to lead in this new paradigm. Our\n\ndifferentiated data, scaled AI capabilities, and deep integrations across the commerce ecosystem allow us to act as a\n\ndecisioning and orchestration layer for marketers and retailers. This is a natural extension of what we have built, while\n\nexpanding our ambition.\n\nWe have invested early in the infrastructure required to support agentic AI use cases, including Model Context Protocol\n\ncapabilities that enable external agents to interact with Criteo in new ways, driving more dynamic demand creation, activation,\n\nand optimization. We are also developing new conversational shopping experiences, including conversational ads and\n\nsponsored recommendations within retailer agents.\n\nOur role as the first partner to integrate with OpenAI’s advertising offering reflects how we are leaning into this transformation.\n\nIt highlights both the strength of our assets and our ambition to help shape how commerce operates in an AI driven world.\n\n \n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCapital Discipline and Shareholder Value \n\nDelivering shareholder value is a top priority. In 2025, we repurchased 5.4 million shares for $152 million, and our Board of\n\nDirectors increased our remaining share buyback authorization to up to $200 million in February 2026. These actions reflect\n\nour confidence in the strength and resilience of our business, and our disciplined approach to capital allocation, balancing\n\ninvestment in growth with returns to shareholders.\n\nWe also took a meaningful step to simplify the company through our plan to redomicile Criteo to Luxembourg and directly list\n\nour ordinary shares on Nasdaq, which was approved with overwhelming shareholder support on February 27, 2026. We are\n\nconfident this transaction will streamline our corporate structure, broaden our shareholder base, and enhance our financial and\n\nstrategic flexibility. Put simply, it makes Criteo easier to understand, easier to invest in, and better positioned for the future.\n\nLooking ahead\n\nWe enter 2026 with a clear strategy and a strong focus on execution.\n\nCommerce is becoming more dynamic, more data driven, and more dependent on real time decisioning. The companies that\n\ncan orchestrate that complexity at scale will define the next phase of our industry. We are confident Criteo will play a leading\n\nrole in shaping that next phase.\n\nWe will continue to invest in innovation, operate with discipline, and focus on delivering measurable results for our clients and\n\nlong term value for our shareholders.\n\nOn behalf of the Board of Directors and our senior leadership team, I would like to thank you for your continued trust and\n\ninvestment in Criteo.\n\nSincerely,\n\nMichael Komasinski\n\nChief Executive Officer\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nNotice of 2026 Annual General Meeting of Shareholders\n\nTo Our Shareholders:\n\nWhat:\n\nOur 2026 Annual Combined General Meeting of Shareholders (the “Annual\n\nGeneral Meeting”)\n\nWhen:\n\nJune 29, 2026 at 5:00 p.m., local time\n\nWhere:\n\n32 Rue Blanche, 75009 Paris, France\n\nWhy:\n\nAt this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will\n\nbe asked to:\n\nResolutions within the authority of the Ordinary Shareholders’ Meeting\n\nBoard\n\nRecommendation\n\n1.\n\nRenew the term of office of Mr. Michael Komasinski as Director,\n\nFOR\n\n2.\n\nRenew the term of office of Ms. Marie Lalleman as Director,\n\nFOR\n\n3.\n\nRenew of the term of office of Mr. Ernst Teunissen as Director,\n\nFOR\n\n4.\n\nRenew the term of office of Mr. Edmond Mesrobian as Director,\n\nFOR\n\n5.\n\nNon-binding advisory vote to approve the compensation for the named\n\nexecutive officers of the Company,\n\nFOR\n\n6.\n\nApprove the statutory financial statements for the fiscal year ended\n\nDecember 31, 2025,\n\nFOR\n\n7.\n\nApprove the consolidated financial statements for the fiscal year ended\n\nDecember 31, 2025,\n\nFOR\n\n8.\n\nApprove the allocation of results for the fiscal year ended December 31,\n\n2025,\n\nFOR\n\n9.\n\nApprove the Indemnification Agreement entered into between the Company\n\nand Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of\n\nthe French Commercial Code),\n\nFOR\n\n10.\n\nAuthorize the Board of Directors to execute a buyback of Company stock in\n\naccordance with the provisions of Article L. 225-209-2 of the French\n\nCommercial Code,\n\nFOR\n\nResolutions within the authority of the Extraordinary Shareholders’ Meeting\n\nBoard\n\nRecommendation\n\n11.\n\nAuthorize the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares as part of the authorization to the Board of Directors\n\nallowing the Company to buy back its own shares in accordance with the\n\nprovisions of Article L. 225-209-2 of the French Commercial Code,\n\nFOR\n\n12.\n\nAuthorize the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares acquired by the Company in accordance with the provisions\n\nof Article L. 225-208 of the French Commercial Code,\n\nFOR\n\n13.\n\nDelegate authority to the Board of Directors to reduce the share capital by\n\nway of a buyback of Company stock followed by the cancellation of the\n\nrepurchased stock,\n\nFOR\n\n14.\n\nAuthorize the Board of Directors to grant OSAs (options to subscribe for new\n\nordinary shares) or OAAs (options to purchase ordinary shares) of the\n\nCompany to employees and corporate officers of the Company and\n\nemployees of its subsidiaries pursuant to the provisions of Articles L. 225-177\n\net seq. of the French Commercial Code without shareholders' preferential\n\nsubscription rights,\n\nFOR\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n15.\n\nApprove the maximum number of shares that may be issued or acquired\n\npursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024\n\n(authorization to grant Time-Based RSUs to employees and corporate\n\nofficers of the Company and employees of its subsidiaries), Resolution 16 of\n\nthe Shareholders’ Meeting dated June 25, 2024 (authorization to grant\n\nPerformance-Based RSUs to employees and corporate officers of the\n\nCompany and employees of its subsidiaries), and Resolution 14 of this\n\nShareholders' Meeting (authorization to grant options to purchase or to\n\nsubscribe shares to employees and corporate officers of the Company and\n\nemployees of its subsidiaries),\n\nFOR\n\n16.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares, or any securities giving access to the\n\nCompany’s share capital, for the benefit of a category of persons meeting\n\npredetermined criteria (underwriters), without shareholders’ preferential\n\nsubscription rights,\n\nFOR\n\n17.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares or any securities giving access to the\n\nCompany’s share capital, while preserving the shareholders’ preferential\n\nsubscription rights,\n\nFOR\n\n18.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares, or any securities giving access to the\n\nCompany’s share capital, through a public offering (excluding offers covered\n\nby paragraph 1 of article L. 411-2 of the French Monetary and Financial\n\nCode), without shareholders’ preferential subscription rights,\n\nFOR\n\n19.\n\nDelegate authority to the Board of Directors to increase the number of\n\nsecurities to be issued as a result of a share capital increase with or without\n\npreserving shareholders' preferential subscription rights pursuant to\n\nResolutions 16, 17 and 18 above ('green shoe'),\n\nFOR\n\n20.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by way of issuing shares and securities giving access to the\n\nCompany’s share capital for the benefit of members of a Company savings\n\nplan (plan d'épargne d’entreprise), without shareholders' preferential\n\nsubscription rights,\n\nFOR\n\n21.\n\nApprove the overall limits pursuant to Resolution 16 to 20 above, and\n\nFOR\n\n22.\n\nAmend the fifth paragraph of Article 19 of the by-laws of the Company related\n\nto general meetings in order to comply with the new provisions of Article R.\n\n225-86 of the French Commercial Code.\n\nFOR\n\nWe intend that this notice of the Annual General Meeting and accompanying proxy materials will be first\n\nmade available to you, as a holder of record of Criteo S.A. Ordinary Shares, on or about May 8, 2026. The Bank\n\nof New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy\n\nmaterials to holders of American Depositary Shares (“ADSs”), each of which represents one Ordinary Share of the\n\nCompany.\n\nIf you are a holder of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026, which is the record\n\ndate for the Annual General Meeting (the “ORD Record Date”), you will be eligible to vote on the items to be\n\npresented at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by\n\nsubmitting your proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the Annual General\n\nMeeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have\n\nentered into a civil union. You can change your vote by submitting another properly completed proxy card with a\n\nlater date (i) by the Annual General Meeting if you choose to (x) grant a proxy to the chairperson of the Annual\n\nGeneral Meeting or (y) grant a proxy to another shareholder, your spouse or a partner with whom you are in a civil\n\nunion, (ii) at any time prior to June 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the\n\nAnnual General Meeting and voting in person.\n\nIf you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other\n\nnominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nShares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has\n\nfixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions.\n\nWe have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as\n\nof April 2, 2026 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain,\n\ncomplete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or\n\nfrom your broker, bank or other nominee in accordance with any instructions provided therefrom.\n\nYour vote is important. Please read the proxy statement and the accompanying materials. Whether or\n\nnot you plan to attend the Annual General Meeting, and no matter how many Ordinary Shares or ADSs you own,\n\nplease submit your proxy card or voting instruction form, as applicable, in accordance with the procedures\n\ndescribed above.\n\nBy order of the Board of Directors\n\nFrederik van der Kooi\n\nChairperson of the Board of Directors\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nTABLE OF CONTENTS\n\n[CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](#i0a082b1cae7543198d8e88d109bed8fd_22) .................................\n\n[2](#i0a082b1cae7543198d8e88d109bed8fd_22)\n\n[QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING](#i0a082b1cae7543198d8e88d109bed8fd_25) ...................................................\n\n[3](#i0a082b1cae7543198d8e88d109bed8fd_25)\n\n[BOARD OF DIRECTORS AND CORPORATE GOVERNANCE](#i0a082b1cae7543198d8e88d109bed8fd_28) ......................................................\n\n[12](#i0a082b1cae7543198d8e88d109bed8fd_28)\n\n[RESOLUTIONS 1 TO 4: ELECTION OF DIRECTORS](#i0a082b1cae7543198d8e88d109bed8fd_31) ......................................................................\n\n[31](#i0a082b1cae7543198d8e88d109bed8fd_31)\n\n[DIRECTOR COMPENSATION](#i0a082b1cae7543198d8e88d109bed8fd_34) ...............................................................................................................\n\n[33](#i0a082b1cae7543198d8e88d109bed8fd_34)\n\n[EXECUTIVE OFFICERS](#i0a082b1cae7543198d8e88d109bed8fd_37) .........................................................................................................................\n\n[37](#i0a082b1cae7543198d8e88d109bed8fd_37)\n\n[EXECUTIVE COMPENSATION](#i0a082b1cae7543198d8e88d109bed8fd_40) .............................................................................................................\n\n[38](#i0a082b1cae7543198d8e88d109bed8fd_40)\n\n[COMPENSATION DISCUSSION AND ANALYSIS](#i0a082b1cae7543198d8e88d109bed8fd_43) ....................................................................\n\n[38](#i0a082b1cae7543198d8e88d109bed8fd_43)\n\n[COMPENSATION COMMITTEE REPORT](#i0a082b1cae7543198d8e88d109bed8fd_46) ................................................................................\n\n[65](#i0a082b1cae7543198d8e88d109bed8fd_46)\n\n[COMPENSATION TABLES](#i0a082b1cae7543198d8e88d109bed8fd_49) ...........................................................................................................\n\n[66](#i0a082b1cae7543198d8e88d109bed8fd_49)\n\n[PAY RATIO DISCLOSURE](#i0a082b1cae7543198d8e88d109bed8fd_52) ............................................................................................................\n\n[76](#i0a082b1cae7543198d8e88d109bed8fd_52)\n\n[PAY VERSUS PERFORMANCE](#i0a082b1cae7543198d8e88d109bed8fd_55) ..................................................................................................\n\n[77](#i0a082b1cae7543198d8e88d109bed8fd_55)\n\n[COMPENSATION COMMITTEE INTERLOCKS AND INSIDER](#i0a082b1cae7543198d8e88d109bed8fd_58)\n\n[PARTICIPATION](#i0a082b1cae7543198d8e88d109bed8fd_58) ..............................................................................................................................\n\n[83](#i0a082b1cae7543198d8e88d109bed8fd_58)\n\n[RESOLUTION 5: ADVISORY VOTE TO APPROVE THE COMPENSATION](#i0a082b1cae7543198d8e88d109bed8fd_61)\n\n[OF OUR NAMED EXECUTIVE OFFICERS](#i0a082b1cae7543198d8e88d109bed8fd_61) ...........................................................................\n\n[84](#i0a082b1cae7543198d8e88d109bed8fd_61)\n\n[RESOLUTION 6 TO 8: VOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION](#i0a082b1cae7543198d8e88d109bed8fd_64)\n\n[OF RESULTS](#i0a082b1cae7543198d8e88d109bed8fd_64) ..............................................................................................................................\n\n[85](#i0a082b1cae7543198d8e88d109bed8fd_64)\n\n[RESOLUTION 9: VOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ.](#i0a082b1cae7543198d8e88d109bed8fd_67)\n\n[OF THE FRENCH COMMERCIAL CODE](#i0a082b1cae7543198d8e88d109bed8fd_67) ..............................................................................\n\n[86](#i0a082b1cae7543198d8e88d109bed8fd_67)\n\n[AUDIT COMMITTEE REPORT](#i0a082b1cae7543198d8e88d109bed8fd_70) ..............................................................................................................\n\n[88](#i0a082b1cae7543198d8e88d109bed8fd_70)\n\n[INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#i0a082b1cae7543198d8e88d109bed8fd_73) .......................................................\n\n[90](#i0a082b1cae7543198d8e88d109bed8fd_73)\n\n[DELINQUENT SECTION 16(A) REPORTS](#i0a082b1cae7543198d8e88d109bed8fd_76) .........................................................................................\n\n[91](#i0a082b1cae7543198d8e88d109bed8fd_76)\n\n[OWNERSHIP OF SECURITIES](#i0a082b1cae7543198d8e88d109bed8fd_79) .............................................................................................................\n\n[92](#i0a082b1cae7543198d8e88d109bed8fd_79)\n\n[CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS](#i0a082b1cae7543198d8e88d109bed8fd_82) ....................................\n\n[95](#i0a082b1cae7543198d8e88d109bed8fd_82)\n\n[RESOLUTION 10: VOTE ON THE DELEGATION OF AUTHORITY TO THE](#i0a082b1cae7543198d8e88d109bed8fd_85)\n\n[BOARD OF DIRECTORS TO EXECUTE A BUYBACK OF](#i0a082b1cae7543198d8e88d109bed8fd_85)\n\n[COMPANY STOCK](#i0a082b1cae7543198d8e88d109bed8fd_85) ....................................................................................................................\n\n[97](#i0a082b1cae7543198d8e88d109bed8fd_85)\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n[RESOLUTION 11: VOTE ON THE DELEGATION OF AUTHORITY TO THE](#i0a082b1cae7543198d8e88d109bed8fd_88)\n\n[BOARD OF DIRECTORS TO REDUCE THE COMPANY’S SHARE](#i0a082b1cae7543198d8e88d109bed8fd_88)\n\n[CAPITAL BY CANCELING SHARES AS PART OF THE](#i0a082b1cae7543198d8e88d109bed8fd_88)\n\n[AUTHORIZATION TO BUY BACK SHARES](#i0a082b1cae7543198d8e88d109bed8fd_88) .........................................................................\n\n[99](#i0a082b1cae7543198d8e88d109bed8fd_88)\n\n[RESOLUTION 12: VOTE ON THE AUTHORIZATION TO BE GIVEN TO THE](#i0a082b1cae7543198d8e88d109bed8fd_91)\n\n[BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY](#i0a082b1cae7543198d8e88d109bed8fd_91)\n\n[CANCELING SHARES ACQUIRED PURSUANT TO PROVISIONS](#i0a082b1cae7543198d8e88d109bed8fd_91)\n\n[OF ARTICLE L. 225-208 OF THE FRENCH COMMERCIAL CODE](#i0a082b1cae7543198d8e88d109bed8fd_91) .................................\n\n[100](#i0a082b1cae7543198d8e88d109bed8fd_91)\n\n[RESOLUTION 13: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF](#i0a082b1cae7543198d8e88d109bed8fd_94)\n\n[DIRECTORS TO REDUCE SHARE CAPITAL BY WAY OF A BUYBACK OF](#i0a082b1cae7543198d8e88d109bed8fd_94)\n\n[COMPANY STOCK FOLLOWING THE CANCELLATION OF REPURCHASED](#i0a082b1cae7543198d8e88d109bed8fd_94)\n\n[STOCK](#i0a082b1cae7543198d8e88d109bed8fd_94) .........................................................................................................................................\n\n[101](#i0a082b1cae7543198d8e88d109bed8fd_94)\n\n[EQUITY RESOLUTION INTRODUCTION](#i0a082b1cae7543198d8e88d109bed8fd_97) ...........................................................................................\n\n[102](#i0a082b1cae7543198d8e88d109bed8fd_97)\n\n[RESOLUTION 14: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[GRANT OSAS (OPTIONS TO SUBSCRIBE FOR NEW ORDINARY SHARES) OR](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[OAAS (OPTIONS TO PURCHASE ORDINARY SHARES) OF THE COMPANY TO](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[EMPLOYEES OF ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[ARTICLES L. 225-177 ET SEQ. OF THE FRENCH COMMERCIAL CODE WITHOUT](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS](#i0a082b1cae7543198d8e88d109bed8fd_100) ......................................\n\n[119](#i0a082b1cae7543198d8e88d109bed8fd_100)\n\n[RESOLUTION 15: APPROVAL OF THE MAXIMUM NUMBER OF SHARES](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[THAT MAY BE ISSUED OR ACQUIRED PURSUANT TO THE](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS BY](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[THE 2024 ANNUAL GENERAL MEETING (TO GRANT TIME-](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[BASED RESTRICTED STOCK UNITS AND PERFORMANCE-](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[BASED RESTRICTED STOCK UNITS) AND PURSUANT TO](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[RESOLUTION 14 HEREIN (TO GRANT OPTIONS TO PURCHASE](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[OR TO SUBSCRIBE SHARES TO EMPLOYEES AND CORPORATE](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[SUBSIDIARIES)](#i0a082b1cae7543198d8e88d109bed8fd_103) .........................................................................................................................\n\n[120](#i0a082b1cae7543198d8e88d109bed8fd_103)\n\n[RESOLUTIONS 16 to 21: FINANCIAL AUTHORIZATIONS](#i0a082b1cae7543198d8e88d109bed8fd_106) ..............................................................\n\n[121](#i0a082b1cae7543198d8e88d109bed8fd_106)\n\n[RESOLUTION 16: VOTE ON SHARE CAPITAL INCREASE THROUGH AN](#i0a082b1cae7543198d8e88d109bed8fd_109)\n\n[UNDERWRITTEN OFFERING, WITHOUT SHAREHOLDERS’](#i0a082b1cae7543198d8e88d109bed8fd_109)\n\n[PREFERENTIAL SUBSCRIPTION RIGHTS](#i0a082b1cae7543198d8e88d109bed8fd_109) .........................................................................\n\n[123](#i0a082b1cae7543198d8e88d109bed8fd_109)\n\n[RESOLUTION 17: VOTE ON SHARE CAPITAL INCREASE, WHILE PRESERVING](#i0a082b1cae7543198d8e88d109bed8fd_112)\n\n[SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS](#i0a082b1cae7543198d8e88d109bed8fd_112) ......................................\n\n[125](#i0a082b1cae7543198d8e88d109bed8fd_112)\n\n[RESOLUTION 18: VOTE ON SHARE CAPITAL INCREASE THROUGH A](#i0a082b1cae7543198d8e88d109bed8fd_115)\n\n[PUBLIC OFFERING, WITHOUT SHAREHOLDERS’](#i0a082b1cae7543198d8e88d109bed8fd_115)\n\n[PREFERENTIAL SUBSCRIPTION RIGHTS](#i0a082b1cae7543198d8e88d109bed8fd_115) .........................................................................\n\n[126](#i0a082b1cae7543198d8e88d109bed8fd_115)\n\n[RESOLUTION 19: VOTE ON OVER-ALLOTMENT OPTION, AS PART OF A](#i0a082b1cae7543198d8e88d109bed8fd_118)\n\n[SHARE CAPITAL INCREASE PURSUANT TO THE DELEGATIONS](#i0a082b1cae7543198d8e88d109bed8fd_118)\n\n[IN RESOLUTIONS 16, 17 AND 18 (‘GREEN SHOE’)](#i0a082b1cae7543198d8e88d109bed8fd_118) ..........................................................\n\n[128](#i0a082b1cae7543198d8e88d109bed8fd_118)\n\n[RESOLUTION 20: VOTE ON SHARE CAPITAL INCREASE IN](#i0a082b1cae7543198d8e88d109bed8fd_121)\n\n[CONNECTION WITH A COMPANY SAVINGS PLAN (PLAN](#i0a082b1cae7543198d8e88d109bed8fd_121)\n\n[D’ÉPARGNE D’ENTREPRISE), WITHOUT SHAREHOLDERS’](#i0a082b1cae7543198d8e88d109bed8fd_121)\n\n[PREFERENTIAL SUBSCRIPTION RIGHTS](#i0a082b1cae7543198d8e88d109bed8fd_121) .........................................................................\n\n[129](#i0a082b1cae7543198d8e88d109bed8fd_121)\n\n[RESOLUTION 21: VOTE ON THE OVERALL LIMITS PURSUANT TO RESOLUTIONS 16 TO](#i0a082b1cae7543198d8e88d109bed8fd_124)\n\n[20](#i0a082b1cae7543198d8e88d109bed8fd_124) ..................................................................................................................................................\n\n[130](#i0a082b1cae7543198d8e88d109bed8fd_124)\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n[RESOLUTION 22: VOTE ON THE AMENDMENT OF ARTICLE 19 OF THE COMPANY’S BY-](#i0a082b1cae7543198d8e88d109bed8fd_127)\n\n[LAWS (STATUS) RELATING TO SHAREHOLDERS MEETINGS IN ORDER TO](#i0a082b1cae7543198d8e88d109bed8fd_127)\n\n[COMPLY WITH NEW PROVISIONS OF THE FRENCH COMMERCIAL CODE](#i0a082b1cae7543198d8e88d109bed8fd_127) ............\n\n[131](#i0a082b1cae7543198d8e88d109bed8fd_127)\n\n[SHAREHOLDER RESOLUTIONS FOR THE 2027 ANNUAL MEETING OF](#i0a082b1cae7543198d8e88d109bed8fd_130)\n\n[SHAREHOLDERS](#i0a082b1cae7543198d8e88d109bed8fd_130) ......................................................................................................................\n\n[132](#i0a082b1cae7543198d8e88d109bed8fd_130)\n\n[INCORPORATION BY REFERENCE](#i0a082b1cae7543198d8e88d109bed8fd_133) ....................................................................................................\n\n[132](#i0a082b1cae7543198d8e88d109bed8fd_133)\n\n[OTHER MATTERS](#i0a082b1cae7543198d8e88d109bed8fd_136) ...................................................................................................................................\n\n[133](#i0a082b1cae7543198d8e88d109bed8fd_136)\n\n[IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER](#i0a082b1cae7543198d8e88d109bed8fd_139)\n\n[DOCUMENTS](#i0a082b1cae7543198d8e88d109bed8fd_139) .............................................................................................................................\n\n[134](#i0a082b1cae7543198d8e88d109bed8fd_139)\n\n[ANNEX A: ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS](#i0a082b1cae7543198d8e88d109bed8fd_142)\n\n[TO BE VOTED ON AT THE ANNUAL GENERAL MEETING](#i0a082b1cae7543198d8e88d109bed8fd_142) ..............................................\n\n[Annex A-1](#i0a082b1cae7543198d8e88d109bed8fd_142)\n\n[ANNEX B: ENGLISH TRANSLATION OF FRENCH GAAP STATUTORY](#i0a082b1cae7543198d8e88d109bed8fd_145)\n\n[FINANCIAL STATEMENTS](#i0a082b1cae7543198d8e88d109bed8fd_145) .......................................................................................................\n\n[Annex B-1](#i0a082b1cae7543198d8e88d109bed8fd_145)\n\n[ANNEX C: ENGLISH TRANSLATION OF IFRS CONSOLIDATED](#i0a082b1cae7543198d8e88d109bed8fd_196)\n\n[FINANCIAL STATEMENTS](#i0a082b1cae7543198d8e88d109bed8fd_196) .......................................................................................................\n\n[Annex C-1](#i0a082b1cae7543198d8e88d109bed8fd_196)\n\n[ANNEX D: RECONCILIATION OF CASH FROM OPERATING ACTIVITIES TO FREE CASH](#i0a082b1cae7543198d8e88d109bed8fd_313)\n\n[FLOW](#i0a082b1cae7543198d8e88d109bed8fd_313) ...........................................................................................................................................\n\n[Annex D-1](#i0a082b1cae7543198d8e88d109bed8fd_313)\n\n[APPENDIX A: AMENDED 2016 STOCK OPTION PLAN](#i0a082b1cae7543198d8e88d109bed8fd_316) ...................................................................\n\n[Appendix A-1](#i0a082b1cae7543198d8e88d109bed8fd_316)\n\n[APPENDIX B: AMENDED AND RESTATED 2015 TIME-BASED RSU PLAN](#i0a082b1cae7543198d8e88d109bed8fd_319) ...............................\n\n[Appendix B-1](#i0a082b1cae7543198d8e88d109bed8fd_319)\n\n[APPENDIX C: AMENDED AND RESTATED 2015 PERFORMANCE-BASED](#i0a082b1cae7543198d8e88d109bed8fd_322)\n\n[RSU PLAN](#i0a082b1cae7543198d8e88d109bed8fd_322) ...................................................................................................................................\n\n[Appendix C-1](#i0a082b1cae7543198d8e88d109bed8fd_322)\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCriteo S.A.\n\n32 Rue Blanche\n\n75009 Paris, France\n\nPROXY STATEMENT\n\nFOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS\n\nTo Be Held on June 29, 2026\n\nThe proxy statement and annual report are available at\n\nhttp://criteo.investorroom.com/annuals\n\nThis proxy statement is being furnished to you by the Board of Directors of Criteo S.A. (the\n\n“Company,” “Criteo,” “our,” “us,” or “we”) to solicit your proxy to vote your ordinary shares, nominal value\n\n€0.025 per share (“Ordinary Shares”) at our 2026 Annual General Meeting of Shareholders (the “Annual\n\nGeneral Meeting”). The Annual General Meeting will be held on June 29, 2026 at 5:00 p.m., local time, at\n\n32 Rue Blanche, 75009 Paris, France. We intend that this proxy statement and the accompanying proxy\n\ncard will be first made available on or about May 8, 2026 to holders of our Ordinary Shares at 12:00 a.m.,\n\nParis time, on June 22, 2026 (the “ORD Record Date”). The Bank of New York Mellon, as the depositary\n\n(the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of\n\nAmerican Depositary Shares as of April 2, 2026 (the “ADS Record Date”), each representing one\n\nOrdinary Share, nominal value €0.025 per share (“ADSs”).\n\n2\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis proxy statement contains forward-looking statements and other statements that are not\n\nhistorical facts and involve risks and uncertainties that could cause actual results to differ materially.\n\nFactors that might cause or contribute to such differences include, but are not limited to: failure related to\n\nour technology and our ability to innovate and respond to changes in technology, including our use and\n\nexpected use of AI, uncertainty regarding our ability to access a consistent supply of internet display\n\nadvertising inventory and expand access to such inventory, investments in new business opportunities\n\nand the timing of these investments, whether the projected benefits of acquisitions or strategic\n\ntransactions, including the redomiciliation from France to Luxembourg (the “Conversion”) materialize as\n\nexpected, uncertainty regarding our international operations and expansion, including related to changes\n\nin a specific country's or region's political or economic conditions or policies and related uncertainties\n\n(such as the imposition and enforceability of tariffs), the impact of competition or client in-housing,\n\nuncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy\n\nmatters and the impact of efforts by other participants in our industry to comply therewith, our ability to\n\nobtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as\n\nwell as potential limitations in accessing data from third parties, failure to enhance our brand cost-\n\neffectively, recent growth rates not being indicative of future growth, client flexibility to increase or\n\ndecrease spend, our ability to manage growth, potential fluctuations in operating results, our ability to\n\ngrow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks\n\nrelated to future opportunities and plans, including the uncertainty of expected future financial\n\nperformance and results, changes in general political, economic and competitive conditions and specific\n\nmarket conditions, adverse changes in the advertising industry, changes in applicable laws or accounting\n\npractices, the Conversion not being completed, the impact or outcome of any legal proceedings or\n\nregulatory actions that may be instituted against us in connection with the Conversion, failure to list our\n\nshares on Nasdaq following the Conversion or maintain our listing thereafter, inability to take advantage of\n\nthe potential strategic opportunities provided by, and realize the potential benefits of, the Conversion, the\n\ndisruption of current plans and operations by the Conversion, the disruption to the Company's\n\nrelationships, including with employees, landowners, suppliers, lenders, partners, governments and\n\nshareholders, the future financial performance of Criteo following the Conversion, including our\n\nanticipated growth rate and market opportunity, changes in shareholders' rights as a result of the\n\nConversion, inability to terminate the deposit agreement and withdraw our ordinary shares from the\n\ndepositary so as to terminate our ADS program in connection with the Conversion, difficulty in adapting to\n\noperating under the laws of Luxembourg, following the completion of the Conversion, a delay or failure in\n\nour ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned\n\nU.S. subsidiary for any reason, costs or taxes related to the Conversion, and those risks detailed from\n\ntime-to-time under the caption \"Risk Factors\" and elsewhere in the Company’s SEC filings and reports,\n\nincluding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed\n\nwith the SEC on February 26, 2026, and in subsequent Quarterly Reports on Form 10-Q as well as future\n\nfilings and reports by the Company. Importantly, at this time, macro-economic conditions including\n\ninflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's\n\nbusiness, financial condition, cash flow and results of operations.\n\nExcept as required by law, the Company undertakes no duty or obligation to update any forward-\n\nlooking statements contained in this proxy statement as a result of new information, future events,\n\nchanges in expectations or otherwise.\n\n1 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The\n\nnumber of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.\n\n3\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING\n\nWho is entitled to vote at the Annual General Meeting?\n\nAs of March 31, 2026, the Company had outstanding 50,098,1391 ordinary shares (“Ordinary\n\nShares”), with a nominal value of EUR 0.025 per share (the “Nominal Value”), the majority of which were\n\nrepresented by ADSs.\n\nHolders of record of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026, which is the\n\nrecord date for the Annual General Meeting (the “ORD Record Date”) will be eligible to vote on the items\n\nto be presented at the Annual General Meeting. Holders of American Depositary Shares (“ADSs”)\n\nregistered in such holder’s name on the books of the Depositary as of the ADS Record Date may instruct\n\nthe Depositary to vote the Ordinary Shares underlying its ADSs, so long as the Depositary receives such\n\nholder’s voting instructions by 12:00 p.m., Eastern Time, on June 23, 2026. Holders of ADSs held through\n\na brokerage, bank or other account as of the ADS Record Date should follow the instructions that its\n\nbroker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs. The Depositary\n\nhas fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting\n\ninstructions. We have been informed by the Depositary that it has set the ADS record date for the Annual\n\nGeneral Meeting as April 2, 2026 (the “ADS Record Date”).\n\nWhat matters will be voted on at the Annual General Meeting and what are the Board of Directors’\n\nvoting recommendations?\n\nThere are 22 Resolutions scheduled to be considered and voted on at the Annual General\n\nMeeting:\n\nResolutions within the authority of the Ordinary Shareholders’ Meeting\n\nBoard\n\nRecommendation\n\n1.\n\nRenew the term of office of Mr. Michael Komasinski as Director,\n\nFOR\n\n2.\n\nRenew the term of office of Ms. Marie Lalleman as Director,\n\nFOR\n\n3.\n\nRenew of the term of office of Mr. Ernst Teunissen as Director,\n\nFOR\n\n4.\n\nRenew the term of office of Mr. Edmond Mesrobian as Director,\n\nFOR\n\n5.\n\nNon-binding advisory vote to approve the compensation for the named\n\nexecutive officers of the Company,\n\nFOR\n\n6.\n\nApprove the statutory financial statements for the fiscal year ended December\n\n31, 2025,\n\nFOR\n\n7.\n\nApprove the consolidated financial statements for the fiscal year ended\n\nDecember 31, 2025,\n\nFOR\n\n8.\n\nApprove the allocation of results for the fiscal year ended December 31, 2025,\n\nFOR\n\n9.\n\nApprove the Indemnification Agreement entered into between the Company\n\nand Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the\n\nFrench Commercial Code),\n\nFOR\n\n10.\n\nAuthorize the Board of Directors to execute a buyback of Company stock in\n\naccordance with the provisions of Article L. 225-209-2 of the French\n\nCommercial Code,\n\nFOR\n\nResolutions within the authority of the Extraordinary Shareholders’ Meeting\n\nBoard\n\nRecommendation\n\n11.\n\nAuthorize the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares as part of the authorization to the Board of Directors allowing\n\nthe Company to buy back its own shares in accordance with the provisions of\n\nArticle L. 225-209-2 of the French Commercial Code,\n\nFOR\n\n4\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n12.\n\nAuthorize the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares acquired by the Company in accordance with the provisions\n\nof Article L. 225-208 of the French Commercial Code,\n\nFOR\n\n13.\n\nDelegate authority to the Board of Directors to reduce the share capital by way\n\nof a buyback of Company stock followed by the cancellation of the repurchased\n\nstock,\n\nFOR\n\n14.\n\nAuthorize the Board of Directors to grant OSAs (options to subscribe for new\n\nordinary shares) or OAAs (options to purchase ordinary shares) of the\n\nCompany to employees and corporate officers of the Company and employees\n\nof its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the\n\nFrench Commercial Code without shareholders' preferential subscription rights,\n\nFOR\n\n15.\n\nApprove the maximum number of shares that may be issued or acquired\n\npursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024\n\n(authorization to grant Time-Based RSUs to employees and corporate officers\n\nof the Company and employees of its subsidiaries), Resolution 16 of the\n\nShareholders’ Meeting dated June 25, 2024 (authorization to grant\n\nPerformance-Based RSUs to employees and corporate officers of the\n\nCompany and employees of its subsidiaries), and Resolution 14 of this\n\nShareholders' Meeting (authorization to grant options to purchase or to\n\nsubscribe shares to employees and corporate officers of the Company and\n\nemployees of its subsidiaries),\n\nFOR\n\n16.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares, or any securities giving access to the\n\nCompany’s share capital, for the benefit of a category of persons meeting\n\npredetermined criteria (underwriters), without shareholders’ preferential\n\nsubscription rights,\n\nFOR\n\n17.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares or any securities giving access to the\n\nCompany’s share capital, while preserving the shareholders’ preferential\n\nsubscription rights,\n\nFOR\n\n18.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by issuing ordinary shares, or any securities giving access to the\n\nCompany’s share capital, through a public offering (excluding offers covered by\n\nparagraph 1 of article L. 411-2 of the French Monetary and Financial Code),\n\nwithout shareholders’ preferential subscription rights,\n\nFOR\n\n19.\n\nDelegate authority to the Board of Directors to increase the number of\n\nsecurities to be issued as a result of a share capital increase with or without\n\npreserving shareholders' preferential subscription rights pursuant to\n\nResolutions 16, 17 and 18 above ('green shoe'),\n\nFOR\n\n20.\n\nDelegate authority to the Board of Directors to increase the Company’s share\n\ncapital by way of issuing shares and securities giving access to the Company’s\n\nshare capital for the benefit of members of a Company savings plan (plan\n\nd'épargne d’entreprise), without shareholders' preferential subscription rights,\n\nFOR\n\n21.\n\nApprove the overall limits pursuant to Resolution 16 to 20 above, and\n\nFOR\n\n22.\n\nAmend the fifth paragraph of Article 19 of the by-laws of the Company related\n\nto general meetings in order to comply with the new provisions of Article R.\n\n225-86 of the French Commercial Code.\n\nFOR\n\nWe encourage you to read the English translation of the full text of the Resolutions to be voted\n\nupon at the Annual General Meeting, which can be found in Annex A to this proxy statement.\n\n5\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nWhy did I receive a “Notice of Internet Availability of Proxy Materials” but no other proxy\n\nmaterials?\n\nWe are distributing our proxy materials to holders of ADSs via the Internet under the “Notice and\n\nAccess” approach permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”).\n\nThis approach expedites shareholders’ receipt of proxy materials while conserving natural resources and\n\nreducing our distribution costs. We intend that on or about May 8, 2026, we will make available to ADS\n\nholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing\n\ninstructions on how to access and review the proxy materials and how to vote. If you would prefer to\n\nreceive printed copies of the proxy materials in the mail, please follow the instructions in the Notice of\n\nInternet Availability for requesting those materials.\n\nIf you hold ADSs, how do your rights differ from those who hold Ordinary Shares?\n\nADS holders do not have the same rights as holders of our Ordinary Shares. French law governs\n\nthe rights of holders of our Ordinary Shares. The Deposit Agreement, as amended from time to time (the\n\n“Deposit Agreement”), among the Company, the Depositary and holders of ADSs, and all other persons\n\ndirectly and indirectly holding ADSs from time to time, sets out the rights of ADS holders as well as the\n\nrights and obligations of the Depositary and the Company. Each ADS represents one Ordinary Share (or\n\na right to receive one Ordinary Share) deposited with Uptevia as custodian (the “Custodian”) for the\n\nDepositary in France under the Deposit Agreement or any successor custodian. Each ADS also\n\nrepresents any other securities, cash or other property which may be held by the Depositary in respect of\n\nthe depositary facility. The Depositary’s offices are located at 240 Greenwich Street, New York, New York\n\n10286. The Depositary is the holder of the Ordinary Shares underlying the ADSs and held on deposit with\n\nthe Custodian. The Custodian’s offices are located at 3 Rue d’Antin, 75002 Paris, France.\n\nWhat is the difference between holding ADSs as a beneficial owner through a broker, bank or\n\nother nominee, and as a holder of record?\n\nIf you hold ADSs as a holder of record, you may instruct the Depositary directly how to vote the\n\nOrdinary Shares underlying your ADSs. If you hold ADSs through a broker, bank or other nominee in\n\n“street name”, you must instruct your broker, bank or other nominee how to vote the Ordinary Shares\n\nunderlying your ADSs and your broker, bank or other nominee will provide voting instructions to the\n\nDepositary on your behalf. If you are a record holder of ADSs and fail to provide voting instructions to the\n\nDepositary or if you hold ADSs in street name and fail to provide voting instructions to your broker, bank\n\nor other nominee, then, in each case, the Ordinary Shares underlying your ADSs will not be voted on any\n\nof the Resolutions being presented at the Annual General Meeting, except that if requested by the\n\nCompany and subject to the terms of the Deposit Agreement, the Depositary for the ADSs will give a\n\ndiscretionary proxy to a person designated by the Company to vote the Ordinary Shares underlying an\n\nADS, including an ADS held through a broker, bank or other nominee, (i) on each Resolution included in\n\nthis proxy statement that is not subject to substantial opposition and (ii) against any new matter that is\n\nsubmitted or existing matter that is amended following the date of the proxy statement (including during\n\nthe Annual General Meeting). If such discretionary proxy under the aforementioned clause (i) is granted to\n\nthe Company to vote on the Resolutions included in this proxy statement, the Company intends to vote in\n\naccordance with the Board of Directors’ recommendation on each Resolution.\n\nFrom whom will I receive proxy materials for the Annual General Meeting?\n\nIf you hold Ordinary Shares registered with our registrar, Uptevia, you are considered the\n\nshareholder of record with respect to those Ordinary Shares and you will receive instructions to access\n\nthe proxy materials from us. If you hold Ordinary Shares through a broker, bank or other nominee, you are\n\nconsidered the beneficial owner of the Ordinary Shares and you will receive proxy materials from your\n\nbroker, bank or other nominee.\n\nIf you hold ADSs in your own name registered on the books of the Depositary, you are considered\n\nthe registered holder of the ADSs and will receive the Notice of Internet Availability and, if requested,\n\n6\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nother proxy materials from the Depositary. If you hold ADSs through a broker, bank or other nominee, you\n\nare considered the beneficial owner of the ADSs and you will receive the Notice of Internet Availability\n\nand, if requested, other proxy materials from your broker, bank or other nominee.\n\nHow can I vote my Ordinary Shares or ADSs?\n\nIf you hold Ordinary Shares, you have the right to (i) vote at the Annual General Meeting, (ii)\n\nvote in advance by submitting your proxy card by mail, (iii) grant your voting proxy directly to the\n\nchairperson of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your\n\nspouse or your partner with whom you have entered into a civil union, provided in each case that you are\n\nthe holder of record of such Ordinary Shares on the ORD Record Date. You may vote in person at the\n\nGeneral Meeting by requesting an admission card by checking the appropriate box on your proxy card. If\n\nyou would like to submit your proxy card by mail, simply mark the proxy card in accordance with the\n\ninstructions and date, sign and return it. If you choose to vote by mail, your proxy card must be received\n\nby Uptevia by June 25, 2026 in order to be taken into account. If you cast your vote by appointing the\n\nchairperson of the Annual General Meeting as your proxy, the chairperson of the Annual General Meeting\n\nwill vote your Ordinary Shares in accordance with the Board of Directors’ recommendations. If you\n\nappoint another shareholder, your spouse or your partner with whom you are in a civil union to act as your\n\nproxy, such proxy must be written and made known to the Company, and such other shareholder’s proxy\n\nmust be received by Uptevia by June 25, 2026 in order to be taken into account.\n\nIf you are a holder of ADSs and you are an ADS record holder, you may instruct the\n\nDepositary directly how to vote the Ordinary Shares underlying your ADSs. We have been informed by\n\nthe Depositary that it has set the ADS Record Date for the Annual General Meeting as April 2, 2026. If you\n\nhold ADSs through a broker, bank or other nominee in “street name”, you must instruct your broker, bank\n\nor other nominee how to vote the Ordinary Shares underlying your ADSs and your broker, bank or other\n\nnominee will provide voting instructions to the Depositary on your behalf. If you held ADSs as of the ADS\n\nRecord Date, you have the right to instruct the Depositary, if you held your ADSs directly, or the right to\n\ninstruct your broker, bank or other nominee, if you held your ADSs through such intermediary, how to\n\nvote. So long as the Depositary receives your voting instructions by 12:00 p.m., Eastern Time, on\n\nJune 23, 2026, it will, to the extent practicable and subject to French law and the terms of the deposit\n\nagreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker,\n\nbank or other nominee, such intermediary will provide you with instructions on how you may give voting\n\ninstructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker,\n\nbank or other nominee, as applicable, and carefully follow the voting procedures provided to you.\n\nAs an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the\n\nextent you timely provide the Depositary, or your broker, bank or other nominee, as applicable, with voting\n\ninstructions, the Depositary will, to the extent practicable and subject to French law and the terms of the\n\nDeposit Agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions.\n\nYou may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering\n\nyour ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the terms\n\ndescribed in the Deposit Agreement. However, in connection with voting at the Annual General Meeting\n\nand in accordance with the Deposit Agreement, we understand that the Depositary has temporarily\n\nsuspended surrenders of ADSs for the purpose of withdrawing the Ordinary Shares during the period from\n\nApril 1, 2026 until June 30, 2026, the day after the Annual General Meeting (the “Suspension Period”).\n\nNotwithstanding such temporary suspension, a holder of ADSs may still request the Depositary to permit\n\nit to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the Suspension\n\nPeriod, so long as such surrendering holder certifies in writing to the Depositary that: (i) it was the owner\n\nof all ADSs being surrendered (the “Surrendered ADSs”) as of the ADS Record Date and has the power to\n\nvote and dispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided\n\nand will not provide following the date of such certification, voting instructions with respect to voting the\n\nOrdinary Shares underlying the Surrendered ADSs at the Annual General Meeting to either the\n\nDepositary or to a broker, bank or other nominee that is the registered holder of any Surrendered ADSs;\n\n7\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n(iii) it will not, at any time on or after the date of such certification, cause or attempt to cause the Ordinary\n\nShares underlying any Surrendered ADSs to be voted more than once, including by providing any voting\n\ninstructions with respect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual\n\nGeneral Meeting to either the Depositary or to a broker, bank or other nominee that is the registered\n\nholder of any Surrendered ADSs; and (iv) it confirms its understanding that in the event that it has\n\nprovided or does provide such voting instructions referenced in the foregoing clauses (ii) and (iii) or\n\notherwise cause the Ordinary Shares underlying any Surrendered ADSs to be voted more than once, any\n\nvotes cast with respect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will\n\nbe void and not be counted as votes cast at the Annual General Meeting. Even if you are able to withdraw\n\nOrdinary Shares during the Suspension Period by providing the required certification, it is possible that\n\nyou may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Annual\n\nGeneral Meeting as a holder of record of Ordinary Shares. Holders of ADSs may also incur additional\n\ncosts associated with the surrender process.\n\nHow will my Ordinary Shares be voted if I do not vote?\n\nIf you hold Ordinary Shares and do not (i) vote at the Annual General Meeting, (ii) vote by\n\nsubmitting in advance a proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the\n\nAnnual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your\n\npartner with whom you have entered into a civil union, your Ordinary Shares will not be counted as votes\n\ncast and will have no effect on the outcome of the vote with respect to any matter.\n\nIf you hold Ordinary Shares and you vote in advance by mail, your Ordinary Shares will be\n\ntreated as abstentions (which will not be counted as a vote “FOR” or “AGAINST”) on any matters with\n\nrespect to which you did not make a selection.\n\nIf you hold Ordinary Shares and grant your voting proxy directly to the chairperson of the Annual\n\nGeneral Meeting, your Ordinary Shares will be voted in accordance with the Board of Directors’\n\nrecommendations.\n\nHow will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions\n\nto the Depositary or my broker, bank or other nominee or if a matter is subsequently added to the\n\nagenda of the Annual General Meeting (including during the Annual General Meeting)?\n\nIf you are a registered holder of ADSs and do not provide voting instructions to the Depositary on\n\nhow you would like the Ordinary Shares underlying your ADSs to be voted on one or more matters or do\n\nnot return your voting instruction form or if you are a beneficial holder of ADSs and do not return your\n\nvoting instruction form to your broker, bank or other nominee, the Ordinary Shares underlying your ADSs\n\nwill not be voted on the Resolutions being presented at the Annual General Meeting, except that if\n\nrequested by the Company subject to the terms of the Deposit Agreement, the Depositary for the ADSs\n\nwill give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares\n\nunderlying an ADS, including an ADS held through a broker, bank or other nominee, (i) on each\n\nResolution included in this proxy statement that is not subject to substantial opposition and (ii) against any\n\nnew matter that is submitted or existing matter that is amended following the date of this proxy statement\n\n(including during the Annual General Meeting). If such discretionary proxy under the foregoing clause (i) is\n\ngranted to the Company to vote on the Resolutions included in this proxy statement, the Company\n\nintends to vote in accordance with the Board of Directors’ recommendation on each Resolution.\n\nCan I surrender my ADSs and withdraw the underlying Ordinary Shares during the period between\n\nthe ADS Record Date and the ORD Record Date?\n\nIn connection with voting at the Annual General Meeting and in accordance with the Deposit\n\nAgreement, we understand that the Depositary has temporarily suspended surrenders of ADSs for the\n\npurpose of withdrawing the Ordinary Shares during the Suspension Period (from April 1, 2026 until June\n\n30, 2026). Notwithstanding such temporary suspension, a holder of ADSs may still request the Depositary\n\nto permit it to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the\n\n8\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nSuspension Period, so long as such surrendering holder certifies in writing to the Depositary that: (i) it\n\nwas the owner of all Surrendered ADSs as of the ADS Record Date and has the power to vote and\n\ndispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided and will\n\nnot provide following the date of such certification, voting instructions with respect to voting the Ordinary\n\nShares underlying the Surrendered ADSs at the Annual General Meeting to either the Depositary or to a\n\nbroker, bank or other nominee that is the registered holder of any Surrendered ADSs; (iii) it will not, at any\n\ntime on or after the date of such certification, cause or attempt to cause the Ordinary Shares underlying\n\nany Surrendered ADSs to be voted more than once, including by providing any voting instructions with\n\nrespect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual General Meeting\n\nto either the Depositary or to a broker, bank or other nominee that is the registered holder of any\n\nSurrendered ADSs; and (iv) it confirms its understanding that in the event that it has provided or does\n\nprovide such voting instructions referenced in the foregoing clauses (ii) and (iii) or otherwise cause the\n\nOrdinary Shares underlying any Surrendered ADSs to be voted more than once, any votes cast with\n\nrespect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will be void and not\n\nbe counted as votes cast at the Annual General Meeting.\n\nHow will my Ordinary Shares be voted if I grant my proxy to the chairperson of the Annual General\n\nMeeting?\n\nIf you are a holder of Ordinary Shares and you grant your proxy to the chairperson of the Annual\n\nGeneral Meeting, the chairperson of the Annual General Meeting will vote your Ordinary Shares in\n\naccordance with the Board of Directors’ recommendations. As a result, your Ordinary Shares would be\n\nvoted “FOR” the nominees of the Board of Directors in Resolutions 1 to 4 and “FOR” each of Resolutions\n\n5 to 22.\n\nCould other matters be decided at the Annual General Meeting?\n\nAt this time, we are unaware of any matters, other than as set forth above and the possible\n\nsubmission of additional shareholder resolutions, as described under “Other Matters” elsewhere in this\n\nproxy statement, that may properly come before the Annual General Meeting.\n\nHolders of Ordinary Shares: To address the possibility of another matter being presented at the\n\nAnnual General Meeting, holders of Ordinary Shares who choose to vote in advance by mail may use\n\ntheir proxy card to (i) grant a proxy to the chairperson of the Annual General Meeting to vote on any new\n\nmatters that are proposed during the meeting, (ii) abstain from voting (which will not be counted as a vote\n\n“FOR” or “AGAINST”) on such matters, or (iii) grant a proxy to another shareholder, a spouse or a partner\n\nwith whom the holder of Ordinary Shares is in a civil union to vote on such matters. If no instructions are\n\ngiven with respect to matters about which we are currently unaware, your Ordinary Shares will be voted\n\n“AGAINST” such matters.\n\nIf a holder of Ordinary Shares chooses to grant a proxy to the chairperson of the Annual General\n\nMeeting, with respect to either all matters or only any additional matters not disclosed in this proxy\n\nstatement, the chairperson of the Annual General Meeting shall issue a vote in favor of adopting such\n\nundisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any\n\nother such undisclosed resolutions.\n\nHolders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not\n\ndisclosed in the proxy statement, or for which specific voting instructions are not provided by the holder of\n\nsuch ADSs, except that if requested by the Company subject to the terms of the Deposit Agreement, the\n\nDepositary for the ADSs will give a discretionary proxy to a person designated by the Company to vote\n\nthe Ordinary Shares underlying an ADS, including an ADS held through a broker, bank or other nominee,\n\n(i) on each Resolution included in this proxy statement that is not subject to substantial opposition and (ii)\n\nagainst any new matter that is submitted or existing matter that is amended following the date of this\n\nproxy statement (including during the Annual General Meeting). If such discretionary proxy under the\n\nforegoing clause (i) is granted to the Company to vote on the Resolutions included in this proxy\n\n9\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nstatement, the Company intends to vote in accordance with the Board of Directors’ recommendation on\n\neach Resolution.\n\nWho may attend the Annual General Meeting?\n\nHolders of record of Ordinary Shares as of the ORD Record Date and ADS holders as of the ADS\n\nRecord Date, or their duly appointed proxies, may attend the Annual General Meeting. Holders of\n\nOrdinary Shares may request an admission card for the Annual General Meeting by checking the\n\nappropriate box on the proxy card, dating and signing it, and returning the proxy card by regular mail or by\n\npresenting evidence of their status as a shareholder at the Annual General Meeting as of the ORD\n\nRecord Date.\n\nHolders of ADSs may be asked to provide proof of ownership in order to be admitted to the\n\nAnnual General Meeting, such as their most recent account statement or other similar evidence\n\nconfirming their ownership as of the ADS Record Date.\n\nHolders of Ordinary Shares or ADSs can obtain directions to the Annual General Meeting by\n\ncontacting our Investor Relations department by phone at +1 929 287 7835 or by email at\n\nInvestorRelations@criteo.com.\n\nCan I submit questions to be answered during the Annual General Meeting?\n\nYou can submit questions during the Annual General Meeting and in advance of the Annual\n\nGeneral Meeting. Questions submitted in advance of the Annual General Meeting must be sent to the\n\nCompany in written form at least four business days prior to the date of the Annual General Meeting.\n\nSuch questions should be directed to the attention of the Chief Executive Officer of the Company and can\n\nbe sent either by mail to the Company’s registered office at Criteo S.A., 32 Rue Blanche, 75009 Paris,\n\nFrance with acknowledgment of receipt or by email to our Investor Relations department at\n\nInvestorRelations@criteo.com, in each case, accompanied with proof of a shareholding certificate. Proper\n\nquestions raised in advance of the meeting in accordance with these procedures will be addressed by the\n\nCompany during the Annual General Meeting.\n\nCan I vote at the Annual General Meeting?\n\nIf you hold Ordinary Shares as of the ORD Record Date you may vote at the Annual General\n\nMeeting unless you submit your proxy or voting instructions prior to the Annual General Meeting.\n\nIf you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs at the\n\nAnnual General Meeting.\n\nCan I change my vote and/or revoke my proxy?\n\nYes. If you are a holder of Ordinary Shares you can change your vote and/or revoke your proxy\n\nby submitting another properly completed proxy card with a later date (i) by the Annual General Meeting if\n\nyou choose to (x) grant a proxy to the chairperson of the Annual General Meeting or (y) grant a proxy to\n\nanother shareholder, your spouse or a partner with whom you are in a civil union, (ii) at any time prior to\n\nJune 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the Annual General Meeting\n\nand voting in person.\n\nIf you hold ADSs, directly or through a broker, bank or other nominee, you must follow the\n\ninstructions provided by the Depositary or such broker, bank or other nominee if you wish to change your\n\nvote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank\n\nor other nominee, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares\n\nunderlying your ADSs.\n\n10\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nWhat is an “abstention” and how would it affect voting?\n\nWith respect to Ordinary Shares, an “abstention” occurs when a shareholder votes in advance by\n\nmail with instructions to abstain from voting regarding a particular matter or without making a selection\n\nwith respect to a particular matter. With respect to ADSs, an “abstention” occurs when a shareholder\n\nsends proxy instructions to the Depositary to abstain from voting regarding a particular matter.\n\nAn abstention by a holder of Ordinary Shares or by a holder of ADSs will be counted toward the\n\npresence of a quorum. Because an abstention from voting is not voted affirmatively or negatively, it will\n\nhave no effect on the approval of any of the Resolutions.\n\nWhat is a broker non-vote?\n\nA broker non-vote occurs when a broker, bank or other nominee votes on behalf of a beneficial\n\nowner for the Annual General Meeting but does not vote on a particular Resolution because such broker,\n\nbank or other nominee does not have discretionary voting power with respect to that Resolution and has\n\nnot received voting instructions from the beneficial owner. All Ordinary Shares are held in registered name\n\n(in accordance with French law) and only ADSs may be held through a broker, bank or other nominee. If\n\nrequested by the Company and subject to the terms of the Deposit Agreement, if the holder of an ADS\n\ndoes not provide voting instructions, the Depositary for the ADSs will give a discretionary proxy to a\n\nperson designated by the Company to vote the Ordinary Shares underlying an ADS, including an ADS\n\nheld through a broker, bank or other nominee, (i) on each Resolution included in this proxy statement that\n\nis not subject to substantial opposition and (ii) against any new matter that is submitted or existing matter\n\nthat is amended following the date of this proxy statement (including during the Annual General Meeting).\n\nIf there are broker non-votes at the Annual General Meeting, then broker non-votes will be considered\n\npresent for the purposes of establishing a quorum, but will not count as votes cast at the Annual General\n\nMeeting. Because of this, we do not expect there to be any broker non-votes at the Annual General\n\nMeeting. If there are broker non-votes at the Annual General Meeting, then broker non-votes will be\n\nconsidered present for the purposes of establishing a quorum, but will not count as votes cast at the\n\nAnnual General Meeting.\n\nWhat are the quorum requirements for the Resolutions?\n\nIn deciding the Resolutions that are scheduled for a vote at the Annual General Meeting, each\n\nshareholder as of the ORD Record Date is entitled to one vote per Ordinary Share. Under our by-laws, in\n\norder to take action on the Resolutions, a quorum, consisting of the holders of one-third of the Ordinary\n\nShares entitled to vote, must be present in-person or by proxy. Abstentions and broker non-votes (if any)\n\nare treated as Ordinary Shares that are present for purposes of determining the presence of a quorum. If\n\na quorum is not present, the meeting will be adjourned.\n\nWhat are the voting requirements for the Resolutions?\n\nThe affirmative vote of a majority of the total number of votes cast by shareholders present or\n\nrepresented is required for the election of each director nominee named in Resolutions 1 to 4 and for the\n\napproval of each matter described in Resolutions 5 to 10. Under French law, this means that the votes\n\ncast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the\n\nvotes cast “FOR” a Resolution must exceed the aggregate of the votes cast “AGAINST” that Resolution.\n\nFor approval of Resolutions 11 through 22, the affirmative vote of two-thirds of the total number of votes\n\ncast by shareholders present or represented is required. Abstentions and broker non-votes (if any) will not\n\ncount as votes cast on any of the Resolutions to be presented at the Annual General Meeting.\n\nWho will count the votes?\n\nRepresentatives of Uptevia will tabulate the votes and act as inspectors of election.\n\n11\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nWho will conduct the proxy solicitation and how much will it cost?\n\nThe Company is making this proxy solicitation and will pay all expenses in connection with the\n\nsolicitation of proxies for the Annual General Meeting. Our directors and certain of our employees may\n\nsolicit proxies in person or by telephone, email or other means. These employees and directors will not be\n\npaid additional compensation for these services, other than for reimbursement of expenses. In addition, to\n\naid in the solicitation of proxies, we have retained Innisfree as proxy solicitor for a fee of up to $40,000.00,\n\nplus reimbursement of expenses and indemnification against certain losses, costs and expenses.\n\nWe will make arrangements with the Depositary, brokers, banks and other nominees for the\n\nforwarding of solicitation material to the direct and indirect holders of ADSs, and we will reimburse the\n\nDepositary and such intermediaries for their related expenses.\n\nWhere can I find the documents referenced in this proxy statement?\n\nThe following documents are included in this proxy statement: (i) an English translation of the\n\nstatutory financial statements of the Company for the fiscal year ended December 31, 2025 prepared in\n\naccordance with generally accepted accounting principles as applied to companies in France (“French\n\nGAAP”), (ii) an English translation of the consolidated financial statements of the Company for the fiscal\n\nyear ended December 31, 2025 prepared in accordance with International Financial Reporting Standards\n\n(“IFRS”) as adopted by the European Union, and (iii) an English translation of the full text of the\n\nResolutions to be submitted to shareholders at the Annual General Meeting. This proxy statement will be\n\naccompanied by the Company’s 2025 Annual Report on Form 10-K, which includes the consolidated\n\nfinancial statements of the Company for the fiscal year ended December 31, 2025 prepared under\n\ngenerally accepted accounting principles as applied in the United States (“U.S. GAAP”). The Company’s\n\n2025 Annual Report on Form 10-K was filed with the SEC on February 26, 2026 and is available on our\n\nwebsite at http://criteo.investorroom.com. In addition, once available, the Report of the Board of Directors\n\nand the Management Report will be posted on our website at http://criteo.investorroom.com and filed with\n\nthe SEC. Information contained on, or that can be accessed through, any website referenced herein does\n\nnot constitute a part of this proxy statement. Websites referenced herein are included solely as an\n\ninactive textual reference.\n\nYou may obtain additional information, which we make available in accordance with French law,\n\nby contacting the Company’s Investor Relations department at Criteo S.A., 32 Rue Blanche, 75009 Paris,\n\nFrance, or by emailing InvestorRelations@criteo.com. Such additional information includes, but is not\n\nlimited to, the statutory auditors’ reports and the report prepared by the independent expert appointed\n\npursuant to the provisions of Article L. 225-209-2 of the French Commercial Code referenced in the\n\nResolutions described below.\n\nWho can I contact if I have questions about voting my Ordinary Shares or ADSs or attending the\n\nAnnual General Meeting?\n\nIf you have any questions about voting your Ordinary Shares or ADSs or attending the Annual\n\nGeneral Meeting, please contact our Investor Relations department by phone at +1 (929) 287-7835 or by\n\nemail at InvestorRelations@criteo.com, or our proxy solicitor, Innisfree, in the United States at (877)\n\n717-3923 and outside the United States at +1 (412) 232-3651.\n\n12\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nBOARD OF DIRECTORS AND CORPORATE GOVERNANCE\n\nOur Board of Directors believes that having a mix of directors with complementary qualifications,\n\nexpertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight\n\nresponsibilities, representing the best interests of our shareholders, and providing practical insights and a\n\nwide range of perspectives.\n\nBoard\n\nMember / \n\nNominee\n\nTechnology\n\nCorporate \n\nFinance and \n\nAccounting\n\nPublic\n\nCompany\n\nBoard\n\nLeadership\n\n(CEO/\n\nBusiness\n\nUnit)\n\nGlobal \n\nBusiness \n\nOperations\n\nStrategy /  \n\nBusiness \n\nTransformation\n\nM&A\n\nMarketing\n\nCyber-\n\nsecurity\n\nNathalie\n\nBalla\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\n \n\nStefanie Jay\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nMichael\n\nKomasinski\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nFrederik van\n\nder Kooi\n\nx\n\nx\n\nx\n\nx\n\nx\n\n x\n\n \n\n \n\nMarie\n\nLalleman\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\n \n\nEdmond\n\nMesrobian\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nRachel\n\nPicard\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\n \n\nErnst\n\nTeunissen\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nx\n\nThe lack of a skill in the above table does not mean that the director does not possess that skill or\n\nexperience. We look to each director to be knowledgeable in these areas; however, the mark indicates that\n\nthe item is a particularly prominent qualification or characteristic that the director brings to the Board of\n\nDirectors.\n\nDirector and Director Nominee Biographies\n\nPresented below is information with respect to the Board of Director’s eight incumbent directors\n\nand its director nominees. The information presented below for each such person includes the specific\n\nexperience, qualifications, attributes and skills that led the Board of Directors to conclude that such person\n\nshould serve on the Board of Directors.\n\n13\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nMichael\n\nKomasinski\n\nCEO & Director\n\nAge: 55\n\nDirector since: 2025\n\nProfessional Experience\n\n•Chief Executive Officer of the Americas, President of Global Data and Technology, dentsu (2023 –\n\n2025)\n\n•Global Chief Executive Officer, Merkle (2015 – 2023)\n\n•Chief Operating Officer, Razorfish (2014 – 2015)\n\n•President, Schawk Retail Marketing, SGK (2010 – 2014)\n\n•Vice President Global Operations, Nielsen (2003 – 2010)\n\nKey Skills & Qualifications\n\n•Technology / AdTech / Retail Media Expertise: Mr. Komasinski brings over 20 years of AdTech\n\nexpertise and a proven track record of driving accelerated growth, AI-driven innovation and scale.\n\nHe has vast retail media expertise, having grown Merkle's retail media consulting practice and\n\ncombining it with dentsu's leading media buy-side capabilities.\n\n•Strategy / Business Transformation Experience: At dentsu, Mr. Komasinski led the\n\ntechnological transformation of its product suite during a time of rapid innovation. Those efforts\n\nincluded embedding AI across dentsu’s products and platforms to enhance value for clients and\n\ndefining dentsu’s client-facing data drive, technology strategy, which resulted in significant\n\nenterprise client wins. \n\n•Global Business Experience: Prior to joining dentsu, Mr. Komasinski was responsible at Merkle\n\nfor overseeing a staff of more than 14,000 employees in over 50 locations throughout the\n\nAmericas, EMEA, and APAC. He previously served in leadership positions at Razorfish, Schawk\n\nRetail Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of\n\nthe Ad Council and the Interactive Advertising Bureau (IAB).\n\nCurrent Organizations\n\n•Director, Ad Council (2023 – Present)\n\n•Director, Interactive Advertising Bureau (IAB) (2025 – Present)\n\nEducation\n\n•Bachelor of Science in Engineering and Philosophy, Vanderbilt University\n\n•MBA degree, Indiana University’s Kelley School of Business\n\n14\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nFrederik van\n\nder Kooi\n\nChairperson of the Board &\n\nIndependent Director\n\nAge: 59\n\nDirector since: 2023\n\nCommittee:\n\nNomination & Corporate\n\nGovernance\n\nProfessional Experience\n\n•Microsoft Corporation\n\n◦Corporate Vice President (Microsoft Advertising) (2010 – 2021)\n\n◦Corporate Vice President & COO (Online Services Division) (2009 – 2010)\n\n◦Corporate Vice President & CFO (Online Services Division and Windows) (2006 – 2009)\n\n◦General Manager (Finance – EMEA) (2003 – 2006)\n\n◦Senior Finance Director (Western Europe) (2001 – 2003)\n\n◦Finance Director (Benelux) (1999 – 2001)\n\n•Previously held numerous finance and business roles at General Motors including CFO of IBC\n\nVehicles \n\nKey Skills & Qualifications\n\n•Technology / AdTech Expertise: Mr. van der Kooi has deep expertise in digital advertising,\n\nleading Microsoft’s digital advertising business for over a decade, covering search, display, native,\n\nretail media and video offerings and leading strategy, sales, marketing and partnerships globally.\n\n•Corporate Finance / M&A Experience: Mr. van der Kooi led Microsoft’s acquisitions and\n\nintegration of PromoteIQ in retail media, Xandr and others, and closed transformative business\n\npartnerships with Yahoo, AOL, AppNexus and global agency partners.\n\n•Strategy / Business Transformation Experience: Mr. van der Kooi built and scaled Microsoft’s\n\nglobal advertising business fivefold over a decade, reaching ~$10bn by the end of his tenure. \n\n•Global Business Experience: Throughout his career, Mr. van der Kooi has led multi-country\n\nteams and held positions of leadership in the United States, Western Europe and the United\n\nKingdom.\n\nEducation\n\n•Master of Business Administration, Instituto de Estudios Superiores de la Empresa (IESE)\n\n•Bachelor of Business Administration, Nyenrode University\n\n15\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nNathalie Balla\n\nIndependent Director\n\nAge: 58\n\nDirector since: 2017\n\nCommittee:\n\nAudit and Compensation\n\nProfessional Experience\n\n•Co-owner and Chief Executive Officer (2014 – 2022), Chief Executive Officer (2009 – 2014), La\n\nRedoute\n\n•Co-owner and Managing Director (2014 – 2022), Relais Colis\n\n•Managing Director, Robert Klingel Europe (2005 – 2008)\n\n•Executive Committee (International Operations), Quelle and Neckermann (2001 – 2005)\n\n•Managing Director, Quelle Versand and Mode&Preis Switzerland (1998 – 2001)\n\n•Managing Director, Madeleine Switzerland and Austria (1992 – 1998)\n\n•Auditor, Price Waterhouse Switzerland (1990 – 1991)\n\nKey Skills & Qualifications\n\n•Retail Media Expertise: Ms. Balla brings extensive experience in retail media and a keen\n\nunderstanding of how to successfully influence customers at points of purchase having served as\n\nCEO of La Redoute, the number one online retailer for apparel and home & decoration in France\n\nand one of Europe's largest home shopping organizations.\n\n•Global Business Experience: Throughout her career, Ms. Balla has led multi-country teams in\n\nthe retail industry, including serving as a key leader in charge of international operations at\n\nGerman retailer Quelle and Neckermann and as the CEO of La Redoute at Redcats, part of\n\nKering.\n\n•Strategy / Business Transformation Experience: Ms. Balla led the turnaround and successful\n\ntransformation of Relais Colis and La Redoute by leveraging her deep experience in the\n\ndigitalization of physical retail to grow sales.\n\n•Corporate Finance / M&A Experience: Ms. Balla led the acquisition, capital raising and\n\ntransformation of Relais Colis and La Redoute, leading to the ultimate sale of La Redoute to\n\nGaleries Lafayette Group and Relais Colis to Walden Group in 2022.\n\nOther Boards (within past five years)\n\n•Director, Edenred (OTCMKTS: EDNMY) (2023 – Present) \n\n•Director, IDI (EPA: IDIP) (2021 – Present) \n\n•Director, DEE Tech (acquired July 2023) (2021 – 2023)\n\nCurrent Organizations\n\n•Partner, 50 Partners Digital, Healthcare, Impact (2023 – Present)\n\n•Vice-President, FEVAD (2014 – 2022)\n\nEducation\n\n•PhD in Business Administration (Finance and Accounting), Sankt Gallen University\n\n•Master Degree, École supérieure de commerce (ESCP-EAP) of Paris\n\n16\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nStefanie Jay\n\nIndependent Director\n\nAge: 47\n\nDirector Since: 2025\n\nCommittee:\n\nAudit\n\nProfessional Experience\n\n•Senior Vice President and Chief Business and Strategy Officer, eBay, Inc (2021 – 2024)\n\n•Walmart, Inc\n\n◦Vice President and General Manager (Walmart Media Group (now Walmart Connect)) (2017\n\n– 2021)\n\n◦Vice President and Head of M&A and Strategic Partnerships, Global eCommerce (2015 –\n\n2017)\n\n•Goldman Sachs & Co.\n\n◦Vice President, Investment Banking Division (2013 – 2015)\n\n◦Vice President and Head of Client Strategy Group, Executive Office (2009 – 2012)\n\n◦Vice President, Consumer Retail Group, Investment Banking Division (2001 – 2009)\n\nKey Skills & Qualifications\n\n•Retail Media Expertise: Ms. Jay served as Vice President and General Manager at Walmart\n\nConnect, where she transformed its advertising business, grew revenue over 7x and significantly\n\nscaled its platform and operations.\n\n•E-commerce and Global Business Experience: Ms. Jay brings nearly 20 years of experience\n\nacross omnichannel retail, e-commerce, and global digital marketplaces and most recently served\n\nas Senior Vice President and Chief Business and Strategy Officer of eBay. At eBay, Ms. Jay led\n\nthe development of a new strategic vision and planning approach, contributing to its return to\n\ngrowth and improved operating margins.\n\n•Corporate Development / M&A Experience: Ms. Jay brings strong experience in global strategy\n\nand corporate development. She led global M&A and business development initiatives at Walmart,\n\nincluding the acquisition of Jet.com and key strategic investments and partnerships. At eBay, Ms.\n\nJay also led the acquisition and integration of five category-leading companies, notably Goldin\n\nAuctions and TCG Player, and 10 investments to strengthen eBay’s category positioning.\n\n•Capital Markets Experience: Ms. Jay spent over a decade at Goldman Sachs, where she held\n\nleadership roles in investment banking and client strategy, including in its Consumer and Retail\n\nGroup and Executive Office.\n\nOther Boards (within past five years)\n\n•Director, MiniLuxe Holding Corp (TSXV:MNLX) (2021 – Present)\n\n•Director, PWP Forward Acquisition Corp (FRW) (2021 – 2022)\n\nEducation\n\n•Bachelor of Arts in Economics, Columbia University\n\n17\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nMarie Lalleman\n\nIndependent Director\n\nAge: 61\n\nDirector since: 2019\n\nCommittee Chair:\n\nNomination & Corporate\n\nGovernance\n\nProfessional Experience\n\n•Global External Advisor (Customer/Marketing, Data and Retail Practices, Bain & Company)\n\n•Chairwoman of the Advisory Board of Vusion S.A.\n\n•The Nielsen Company\n\n◦Executive Vice President (Global Strategic Partners, France/USA) (2017 – 2021)\n\n◦Global Partner, Amazon (Retail, Advertising) (2017 – 2021)\n\n◦Global Operating Leadership Team, USA (Nielsen Media) (2017 – 2021)\n\n◦Retailers Global Partnership & Global Client Partner (Carrefour Group, France) (2007 – 2017)\n\n◦Nielsen Executive Committee, Europe (2007 – 2017)\n\n◦International Client Business Partner for EMEA, Asia, Latam (Unilever/Kimberly Clark, UK/\n\nFrance) (2001 – 2006)\n\n◦Business Unit Director, EMEA (1998 – 2001)\n\n◦International Client Director, Europe (1992 – 1997)\n\n•Held leadership positions at several other global companies including Dataquest (Dun &\n\nBradstreet Group), EMS-Chemie and Carillon Importers\n\nKey Skills & Qualifications\n\n•Technology / AdTech Expertise: Ms. Lalleman’s tenure holding various senior positions at The\n\nNielsen Company has given her deep global expertise with the retail and media digital players as\n\nwell as an understanding of the transformation dynamics of the industry.\n\n•Strategy / Business Transformation Experience: With extensive leadership experience at\n\nNielsen, particularly in driving data-driven strategic growth, Ms. Lalleman leveraged her deep\n\nexpertise in retail, e-commerce and digital media to lead Nielsen in navigating digital disruption\n\nand business model transformation.\n\n•Global Business Experience: Throughout her career, Ms. Lalleman has led multi-country teams\n\nand has worked in a broad range of industries in the United States as well as in Western and\n\nEastern Europe.\n\n•Retail Media: Ms. Lalleman brings extensive experience in understanding how retailers transform\n\ntheir business models implementing innovative enterprise data strategy and Retail Media\n\nsolutions, having served as Global Strategic Partner with Nielsen for e-commerce, digital media &\n\nretail global players, and current retail advisory practice.\n\nCurrent Organizations\n\n•Chairwoman of Advisory Board of Vusion S.A. (2024 – Present)\n\n•Member of the Advisory Board of Tech-for-Retail Conference\n\nOther Boards (within past five years)\n\n•Director & Chair of Nomination & Remuneration Committee, Trainline (LON: TRN) (2024 –Present)\n\n•Director & Chair of the Remuneration Committee, Payfit SA (2023 – Present)\n\n•Director & Chair of Nomination & Remuneration Committee, Patrizia (ETR: PAT) (2021 – 2024) \n\nEducation\n\n•Diploma in International Business Management and Administration, Kedge School of Business\n\n18\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEdmond\n\nMesrobian\n\nIndependent Director\n\nAge: 65\n\nDirector since: 2017   \n\nCommittee:\n\nCompensation\n\nProfessional Experience\n\n•Chief Technology and Information Officer, Nordstrom (USA) (2018 – 2022)\n\n•Group Chief Technology Officer, Tesco (2015 – 2018)\n\n•Chief Technology Officer, Expedia Group (2011 – 2014)\n\n•Chief Technology Officer, RealNetworks (2003 – 2010)\n\n•Chief Technology Officer, ARTISTdirect (2002 – 2003)\n\n•Previously held various CTO and leadership positions at Amplified Holdings, Checkout.com and\n\nThe Walt Disney Company\n\nKey Skills & Qualifications\n\n•Retail Media Expertise: Mr. Mesrobian was responsible for implementing Nordstrom’s first retail\n\nmedia solution in his role as its Chief Technology and Information Officer. \n\n•Technology / AdTech Expertise: Mr. Mesrobian has extensive experience as an information\n\ntechnology executive having served as Chief Technology Officer of several global companies,\n\nincluding Nordstrom, Tesco and Expedia, over 20+ years.\n\n•Strategy / Business Transformation Experience: Mr. Mesrobian has demonstrated expertise in\n\ncrafting and executing corporate strategies to drive growth and innovation. During his time at\n\nNordstrom, he focused on transforming the company into a digital first enterprise interconnected\n\nby the Nordstrom Analytical Platform to power customer, merchandising and inventory processes.\n\nAt Tesco, as part of the company’s One Tesco initiative, he focused on strengthening the\n\ncompany's technological capabilities and creating innovative solutions for its customers.\n\n•Global Business Experience: Mr. Mesrobian has extensive experience leading teams at large\n\ninternational companies, including Tesco and Expedia, to enhance digital strategy and customer\n\nengagement efforts with global audiences. At RealNetworks, he focused on media solutions\n\n(music, video, and gaming) for direct-to-consumer subscription services as well as SaaS offerings\n\nto global telecom and cable operators.\n\nOther Boards\n\n•Director, Apigee Corporation (acquired in November 2016) (2015 – 2016) \n\n•Director, Entain Plc (May 2025 – present)\n\nEducation\n\n•Ph.D. in Computer Science, University of California, Los Angeles\n\n•Master of Science in Computer Science, University of California, Los Angeles\n\n•Bachelor of Science in Math and Computer Science, University of California, Los Angeles\n\n19\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRachel Picard\n\nIndependent Director\n\nAge: 59\n\nDirector since: 2017\n\nCommittee:\n\nNomination & Corporate\n\nGovernance\n\nProfessional Experience\n\n•Co-founder and Chief Executive Officer of Velvet (2024 – Present)\n\n•Chief Executive Officer of SNCF Voyages (2014 – 2020)\n\n•Chief Executive Officer of SNCF Gares & Connexions at SNCF Group (2012 – 2014)\n\n•Chief Executive Officer of Thomas Cook France and Deputy General Manager of Tour Operating\n\nand Marketing at Thomas Cook Group (2010 – 2012)\n\nKey Skills & Qualifications\n\n•Business Transformation: As the former CEO of SNCF Voyages, Ms. Picard brings extensive\n\nexpertise in overseeing and executing successful transformations of large businesses to Criteo’s\n\nboardroom. She led a comprehensive transformation of SNCF Train Stations and the TGV\n\nbusiness model, which increased growth, quality and profitability and launched two new services\n\nthat expanded the company’s market reach.\n\n•Digital and E-Commerce Strategies: Ms. Picard has over 20 years of experience leading\n\ninnovative product design projects and her strategic vision has supported early integrated digital\n\nefforts in e-commerce, including as the former Head of voyages-sncf.com. Her first-hand\n\nknowledge in developing and executing digital strategies adds significant digital innovation and e-\n\ncommerce expertise to the Board of Directors to guide Criteo’s unified technology platform.\n\n•Global CEO Experience: Ms. Picard successfully developed and led corporate strategies,\n\nincluding as CEO of SNCF Voyages and SNCF Gares & Connexions, where she drove the\n\nimplementation of technology enhancements and service improvement of its high-speed train\n\nnetwork, strengthening the long-term value of SNCF for customers and investors. She brings\n\nvaluable experience leading large, complex companies that supports the ability of Criteo’s Board\n\nof Directors to effectively oversee management and increase accountability. She also brings an\n\nentrepreneurial experience, building business models and growth expertise as co-founder and\n\nCEO of a greenfield train operator, backed by an investment of 1 billion euros.\n\nOther Boards (within past five years)\n\n•Director, AXA S.A. (EPA: CS) (2022 – Present)\n\n•Member, Supervisory Board of Rocher Participations (2020 – 2024)\n\n•Director, Compagnie des Alpes (EPA: CDA) (2009 – 2022)\n\nEducation\n\n•Master’s Degree, HEC Paris\n\n20\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nErnst Teunissen\n\nIndependent Director\n\nAge: 60\n\nDirector since: 2024                                                                                                                                                                         \n\nCommittee Chair:\n\nCompensation                                                 \n\nCommittee:\n\nAudit and Compensation\n\nProfessional Experience\n\n•Chief Financial Officer of TripAdvisor & Chief Executive – Viator, TheFork & CruiseCritic, business\n\nunits of TripAdvisor (2015 – 2022)\n\n•Chief Financial Officer of Cimpress (2009 – 2015)\n\n•Founder, ThreeStone Ventures & Co-Founder, Manifold Partners (2003 – 2009)\n\n•Executive Director (Media & Communications), Morgan Stanley (1999 – 2003)\n\n•Senior Associate Director (Global Telecommunications), Deutsche Bank (1997 – 1999)\n\n•Senior Strategy Consultant, Monitor Company (1990 – 1997)\n\nKey Skills & Qualifications\n\n•Corporate Finance / M&A Experience: Most recently, Mr. Teunissen led global finance\n\noperations and was responsible for multiple acquisitions, investments and joint ventures as the\n\nCFO of TripAdvisor. Prior to that, as CFO of Cimpress, Mr. Teunissen oversaw revenue growth\n\nfrom $600 million to $1.8 billion and multiple successful acquisitions.\n\n•Capital Market Experience: Throughout his career as an investment banker and a public\n\ncompany CFO, Mr. Teunissen has executed a significant number of capital market transactions\n\nincluding IPOs, equity follow-ons and debt issuances.\n\n•Technology / AdTech Expertise: Mr. Teunissen has deep experience in consumer internet,\n\nonline marketplaces and online advertising stemming from his tenure at TripAdvisor, where he\n\ndrove growth acceleration of several business units, as well as his tenure at Cimpress.\n\n•Global Business Experience: Over the course of his 30-year career, Mr. Teunissen has held\n\nnumerous leadership positions in the United States, Europe and Asia.\n\nOther Boards (within past five years)\n\n•Member, Supervisory Board & Audit Committee, Just Eat Takeaway.com NV (2024 – Present)\n\n•Director, Chair of Audit Committee & Member of Audit Committee, Printful (2021 – Present)\n\n•Director, Supervisory Board, LuxExperience B.V. (2025 – Present)\n\nEducation\n\n•Post-Graduate Diploma, University of Surrey\n\n•Master of Business Administration, University of Oregon\n\n•BBA, Nijenrode University, The Netherlands School of Business\n\nFamily Relationships\n\nThere are no family relationships among any of our executive officers, directors or director\n\nnominees.\n\nBoard Leadership and Corporate Governance Framework\n\nOur governance framework provides the Board of Directors with flexibility to select the appropriate\n\nboard leadership structure for the Company. The Board of Directors has reviewed its leadership structure\n\nin light of the Company’s operating and governance environment and determined that, due to his\n\nrespective significant expertise and history with the Company, Mr. van der Kooi should serve as\n\nchairperson of the Board of Directors until his term as director expires at the 2027 annual general meeting\n\nof shareholders. Ms. Picard, who had previously served as chairperson of the Board of Directors, resigned\n\nfrom her position as chairperson effective April 9, 2025, but continues to serve on the Board of Directors.\n\nBecause the Board of Directors currently has an independent chairperson, the Board of Directors\n\ndoes not currently utilize a lead independent director. The Board of Directors previously determined that it\n\nwas appropriate to have a lead independent director for so long as the chairperson of the Board of\n\nDirectors is holding an executive position, or otherwise is not an independent director.\n\nAlthough our chairperson and Chief Executive Officer positions are currently separated, our Board\n\nof Directors does not have a policy that requires the combination or separation of these roles. Given the\n\n21\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\ndynamic and competitive environment in which we operate, the Board of Directors continues to believe that\n\nretaining the flexibility to vary the leadership structure as appropriate based on certain circumstances over\n\ntime is in the best interests of the Company and its shareholders at this time.\n\nOur corporate governance framework enables our Board of Directors and management to pursue\n\nour goals and strategic objectives in seeking to maximize long-term shareholder value. Our Board of\n\nDirectors has adopted corporate governance guidelines that set forth the role of our Board of Directors,\n\nboard composition and structure (including independence requirements), board membership criteria, and\n\nother governance policies. In addition, our Board of Directors has adopted written charters for its standing\n\ncommittees (audit, compensation, and nomination and corporate governance), as well as certain other\n\npolicies, as detailed below. The Board of Directors is committed to sound corporate governance, and\n\nregularly evaluates its practices to ensure alignment with our strategy and execution and seek\n\nopportunities for improvement. Annually, the Board of Directors considers updates to our corporate\n\ngovernance framework based on shareholder feedback, results from the annual general shareholders\n\nmeeting, the Board of Directors and committees’ self-assessments, governance best practices, and\n\nregulatory developments.\n\nOur Corporate Governance Documents\n\n•By-laws\n\n•Anti-Corruption Policy\n\n•Code of Business Conduct & Ethics\n\n•Clawback Policy\n\n•Corporate Governance Guidelines and Board Charter\n\n•Insider Trading Policy\n\n•Third Party Code of Conduct\n\n•Compensation Committee Charter\n\n•Executive Share Ownership Guidelines\n\n•Audit Committee Charter\n\n•Non-Employee Director Share\n\nOwnership Guidelines\n\n•Nomination and Corporate Governance\n\nCommittee Charter\n\nThese documents are available on our website at http://criteo.investorroom.com under “Governance Documents” or at\n\nhttp://criteo.com/sustainability/.\n\nCode of Business Conduct and Ethics\n\nWe have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is\n\napplicable to all of our employees, temporary workers and interns, officers and directors, including our\n\nchief executive and senior financial officers. The audit committee is responsible for overseeing the Code of\n\nConduct, and our Board of Directors is required to approve any waivers of the Code of Conduct for\n\nemployees, executive officers and directors. We expect that any amendments to the Code of Conduct or\n\nwaivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed\n\non our website.\n\nInsider Trading and Anti-Hedging/Pledging Policies\n\nWe have an Insider Trading Policy governing the purchase, sale and other dispositions of Criteo’s\n\nsecurities that applies to our directors, officers and employees. We believe that our Insider Trading Policy\n\nis reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as\n\napplicable listing standards. In addition, with regards to the Company’s trading in its own securities, it is the\n\npolicy of the Company to comply with applicable U.S. securities laws and exchange listing requirements.\n\nAdditionally, our Insider Trading Policy makes clear that all subject persons may not (i) trade in\n\noptions, warrants, puts, calls or other similar derivative instruments on Company securities or sell\n\nCompany securities “short,” (ii) hold Company securities in margin accounts, (iii) engage in hedging\n\ntransactions and all other forms of monetization transactions (including through the use of financial\n\ninstruments, such as prepaid variable forwards, equity swaps, collars and exchange funds) or (iv) pledge\n\nCompany securities as collateral for loans.\n\n22\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nA copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K\n\nfor the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.\n\nHuman Rights Policy\n\nIn February 2020, we adopted a Global Human Rights Policy. While governments have the primary\n\nresponsibility for protecting and upholding the human rights of their citizens, Criteo recognizes our\n\nresponsibility to respect internationally recognized standards of fair treatment and non-discrimination in our\n\noperations. Standards that we look to and are guided by include the United Nations (“UN”) Guiding\n\nPrinciples on Business and Human Rights and the UN Universal Declaration of Human Rights. Further, we\n\nare committed to respecting all internationally recognized human rights wherever we do business. The\n\npolicy applies to Criteo S.A. and its subsidiaries, and applies to everyone in the Company including the\n\nBoard of Directors and all colleagues when doing work for the Company. Additionally, we strive to select\n\nand work with vendors, partners and suppliers who respect all relevant human rights conventions and\n\nprinciples.\n\nDirector Independence\n\nOur nomination and corporate governance committee and our Board of Directors have undertaken\n\na review of the independence of the directors using the current standards for “independence” established\n\nby Nasdaq and considered whether any director has a material relationship with us that could compromise\n\nhis or her ability to exercise independent judgment in carrying out the responsibilities of a director. As a\n\nresult of this review, our Board of Directors determined that Mses. Balla, Jay, Lalleman and Picard, and\n\nMessrs. van der Kooi, Mesrobian and Teunissen, who currently serve on our Board of Directors, are\n\n“independent directors” as that term is defined under the applicable rules and regulations of the SEC and\n\nNasdaq. Our Board of Directors determined that Mr. de Pesquidoux, who did not stand for re-election\n\nfollowing the expiration of his term as director at the annual meeting of shareholders in 2025, also qualified\n\nas independent. In making these determinations, our Board of Directors considered the relationships that\n\neach non-employee director has with us and all other facts and circumstances our Board of Directors\n\ndeemed relevant in determining the director’s independence, including the number of Ordinary Shares\n\nbeneficially owned by the director and his or her affiliated entities, if any. For more information, see\n\n“Certain Relationships and Related Transactions—Other Relationships.”\n\nRole of the Board in Risk Oversight\n\nOur Board of Directors is primarily responsible for the oversight of our risk management activities\n\nand has delegated to the audit committee the responsibility to assist our Board of Directors in this task.\n\nThe audit committee also monitors our system of disclosure controls and procedures and internal control\n\nover financial reporting and reviews contingent financial liabilities. The audit committee reviews and\n\ndiscusses with management, and, as appropriate, the Company’s auditors, the Company’s guidelines and\n\npolicies for risk assessment and management, including major financial, data privacy, cybersecurity and\n\nsustainability risks, and the steps taken by management to monitor and control those exposures. For a\n\ndescription of the principal duties and responsibilities of the audit committee, see “—Board Committees—\n\nAudit Committee” below.\n\nWhile our Board of Directors oversees our risk management, our management is responsible for\n\nday-to-day risk management processes. Our Board of Directors expects our management:\n\nüto consider risk and risk management in each business decision,\n\nüto proactively develop and monitor risk management strategies, and\n\nüto process day-to-day activities to effectively implement risk management strategies\n\nadopted by the Board of Directors.\n\nWe believe this division of responsibilities is the most effective approach for addressing the risks we face.\n\n23\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nBoard Committees\n\nThe Board of Directors has established an audit committee, a compensation committee and a\n\nnomination and corporate governance committee, each of which operates pursuant to a separate charter\n\nadopted by our Board of Directors. The charters of each of the Company’s board committees and other\n\ngovernance materials can be accessed on our website at http://criteo.investorroom.com under\n\n“Governance Documents.” The composition and functioning of all of our committees complies with all\n\napplicable requirements of the French Commercial Code, the Securities Exchange Act of 1934, as\n\namended (the “Exchange Act”), and Nasdaq and SEC rules and regulations. In accordance with French\n\nlaw, committees of our Board of Directors only have an advisory role for matters falling into the\n\ncompetence of the Board of Directors under French law and can only make recommendations to our Board\n\nof Directors in this respect. As a result, such decisions are made by our Board of Directors taking into\n\naccount non-binding recommendations of the relevant board committee. In addition, special ad hoc\n\ncommittees of the Board of Directors may be created from time to time to assist the Board of Directors with\n\nspecial projects and other matters, including M&A and other strategic options.\n\nAudit Committee\n\nMembership\n\nMses. Balla and Jay, and Mr. Teunissen currently serve on the committee, with Mr. Teunissen\n\nserving as its chairperson. Our Board of Directors has determined that each member of the committee is\n\nindependent within the meaning of applicable Nasdaq and SEC rules and the independence requirements\n\ncontemplated by Rule 10A-3 under the Exchange Act. Our Board of Directors has further determined that\n\neach of Mses. Balla and Jay, and Mr. Teunissen qualify as financially sophisticated under Nasdaq rules. In\n\naddition, our Board of Directors has determined that each of Mses. Balla and Jay, and Mr. Teunissen is an\n\n“audit committee financial expert” as defined by SEC rules and regulations, based, in the case of Mr.\n\nTeunissen, on his extensive experience in finance roles, including as the Chief Financial Officer of\n\nTripAdvisor, in the case of Ms. Balla, on her extensive experience directly supervising principal financial\n\nand accounting officers as the former Chief Executive Officer of La Redoute, and in the case of Ms. Jay, on\n\nher extensive experience in finance and in financial oversight roles, including at Goldman Sachs, Walmart\n\nand eBay.\n\nDescription and Responsibilities\n\nOur audit committee assists the Board of Directors in overseeing the Company’s corporate\n\naccounting and financial reporting process, the Company’s systems of internal control over financial\n\nreporting, risk management and audits of financial statements, the quality and integrity of the Company’s\n\nfinancial statements and reports, the qualifications, independence and performance of the Company’s\n\nindependent outside auditors for the purpose of preparing or issuing an audit report or performing audit or\n\nreview services (which may include independent registered public accounting firm to serve as financial\n\nstatement auditors or statutory auditors and sustainability auditors, as required by applicable laws, referred\n\nto in this section as “Auditors”), the performance of the Company’s internal audit function and the\n\nCompany’s compliance program. The committee held five meetings in 2025. The principal duties and\n\nresponsibilities of our audit committee include, among other things:\n\n•making recommendations on the appointment, compensation, renewal and/or retention, and\n\noversight of our Auditors, assessing their independence and qualifications, including the\n\nperformance and qualifications of the lead partner, overseeing the Auditors’ work, determining the\n\nAuditors’ compensation and evaluating the performance of the Auditors;\n\n•reviewing and approving engagements of the Auditors, including the scope of and plans for audit\n\nor non-audit services;\n\n24\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•reviewing and discussing with management and our Auditors the results of the annual audit,\n\nincluding any critical audit matters identified by our Auditors;\n\n•reviewing the Company’s internal quality control procedures and conferring with management and\n\nthe Auditors regarding the scope, adequacy and effectiveness of the Company’s disclosure\n\ncontrols and procedures and internal control over financial reporting;\n\n•reviewing and discussing with management and, as appropriate, the Auditors, the Company’s\n\nguidelines and policies with respect to risk assessment and management, including the\n\nCompany’s major financial risk exposures, data privacy and cybersecurity risks and sustainability\n\nrisks and the steps taken by management to monitor and control these exposures;\n\n•reviewing and recommending procedures for the receipt, retention and treatment of complaints\n\nreceived by the Company regarding accounting, internal accounting controls or auditing matters,\n\nas well as for the confidential, anonymous submission by our employees of concerns regarding\n\nquestionable accounting or auditing matters;\n\n•reviewing the results of management’s efforts to monitor compliance with the Company’s programs\n\ndesigned to ensure adherence to applicable laws and regulations, as well as the Code of Conduct,\n\nincluding reviewing and making recommendations with respect to related person transactions;\n\n•reviewing and recommending appropriate insurance coverage for the Company’s directors and\n\nofficers;\n\n•reviewing and making recommendations, under applicable French and U.S. rules, with respect to\n\nthe financial statements proposed to be included in any of the Company’s reports to be filed with\n\nthe SEC, reviewing disclosure discussing the Company’s financial performance in any reports to\n\nbe filed with the SEC, reviewing earnings press releases and financial information and earnings\n\nguidance provided to analysts and ratings agencies and preparing any reports of the audit\n\ncommittee as may be required by the SEC; and\n\n•reviewing any significant issues that arise regarding accounting principles and financial statement\n\npresentation, conflicts or disagreements between management and the Auditors or other financial\n\nor sustainability reporting issues, as required by applicable laws, and reporting to the Board of\n\nDirectors with respect to related material issues.\n\nNasdaq rules require that the audit committee have the specific audit committee responsibilities\n\nand authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which\n\nrequires, among other things, that the audit committee have direct responsibility for the appointment,\n\ncompensation, retention and oversight of our Auditors, establishment of procedures for complaints made\n\nand selection of consultants with respect to its duties. However, Rule 10A-3 provides that if the laws of a\n\ncompany’s home country prohibit the full Board of Directors from delegating such responsibilities to the\n\naudit committee, the audit committee’s powers with respect to such matters may instead be advisory. As\n\nindicated above, under French law, our audit committee may only have an advisory role and make\n\nrecommendations to our Board of Directors for matters falling into the competence of the Board of\n\nDirectors under French law. Moreover, Rule 10A-3 also provides that its audit committee requirements do\n\nnot conflict with any laws of a company’s home country that require shareholder approval of such matters.\n\nUnder French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once\n\nevery six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we\n\nhave two statutory auditors. Our shareholders renewed the term of office of Deloitte & Associés, our\n\nindependent registered public accounting firm, at the 2023 Annual General Meeting, the term of office of\n\nRBB Business Advisors, as statutory auditor, at the 2024 Annual General Meeting, and Nexbonis Advisory\n\nto continue as statutory auditor in lieu and in place of RBB Business Advisors for the remaining term of\n\noffice of RBB Business Advisors through the Annual General Shareholders' Meeting held in 2030.\n\n25\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCompensation Committee\n\nMembership\n\nMs. Balla and Mr. Mesrobian and Teunissen currently serve on the committee, with Ms. Balla\n\nserving as its chairperson. Our Board of Directors has determined that each member of the committee is\n\nindependent within the meaning of the applicable Nasdaq and SEC rules.\n\nDescription and Responsibilities\n\nOur compensation committee assists our Board of Directors in reviewing, making\n\nrecommendations to our Board of Directors regarding, and overseeing matters related to, the\n\ncompensation of our executive officers and non-employee directors, including establishing and overseeing\n\nthe Company’s compensation philosophy, policies, plans and programs. The committee held eight\n\nmeetings in 2025. The principal duties and responsibilities of our compensation committee include, among\n\nother things:\n\n•reviewing and making recommendations to the Board of Directors with respect to the\n\noverall compensation strategy and policies for the Company, including making\n\nrecommendations to the Board of Directors regarding pay levels, pay mix and pay\n\nstructures, including performance goals and objectives of the Chief Executive Officer and\n\nother executive officers, reviewing regional and industry-wide compensation practices and\n\ntrends and evaluating and recommending to the Board of Directors the compensation\n\nplans and programs, terms of employment or employment agreements, severance\n\narrangements, change in control protections and any other compensatory arrangements\n\n(including, without limitation, perquisites and any other form of compensation) and\n\ncompensation-related policies advisable for the Company (or the modification or\n\ntermination thereof);\n\n•reviewing and making recommendations to the Board of Directors regarding the\n\ncompensation of our non-employee directors;\n\n•reviewing and making recommendations to the Board of Directors regarding the\n\nCompany’s equity compensation strategy including annual budget, award levels, eligibility,\n\naward mix and vesting;\n\n•reviewing and making recommendations to the Board of Directors with respect to other\n\npersonnel and compensation matters, including benefit plans;\n\n•reviewing and evaluating risks associated with the Company’s compensation programs;\n\n•reviewing and discussing with management the compensation discussion and analysis\n\nand other compensation information that we may be required to include in SEC filings and\n\npreparing any reports of the compensation committee on executive compensation as may\n\nbe required by the SEC;\n\n•considering the results of shareholder advisory votes on executive compensation (and on\n\nthe frequency thereof), and, to the extent it deems appropriate, taking such results into\n\nconsideration in connection with the review and approval of executive and, as applicable,\n\ndirector compensation;\n\n•reviewing the Company’s strategies, initiatives and programs with respect to the\n\nCompany’s culture, talent recruitment, development and retention, inclusion initiatives, and\n\nemployee engagement;\n\n•review and approve the implementation or revision of, and oversee, any compensation\n\nrecoupment, “clawback” or similar policy allowing or requiring the Company to recoup\n\ncompensation; and\n\n26\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•reviewing, and reporting to the Board of Directors, succession planning and management\n\ndevelopment topics for senior leaders.\n\nThe charter for our compensation committee allows the compensation committee, in certain\n\ncircumstances, to delegate its authority to subcommittees, as appropriate.\n\nThe compensation of our executive officers is determined by the Board of Directors, taking into\n\naccount recommendations from our compensation committee. In the case of members of executive officers\n\nother than our Chief Executive Officer, our Board of Directors also takes into account recommendations\n\nfrom our Chief Executive Officer.\n\nUnder French law, we must obtain shareholder approval at a general meeting of shareholders in\n\norder to authorize the Board of Directors to grant equity compensation. Generally, we ask shareholders to\n\ngive our Board of Directors the authority to decide on the specific terms of the grant of equity\n\ncompensation, within the limits of the shareholders’ authorization. The most recent authorization to grant\n\nequity compensation was given to our Board of Directors at the 2024 Annual General Meeting. The\n\ncompensation committee is responsible for evaluating and making recommendations to the Board of\n\nDirectors with respect to our equity plans.\n\nOur compensation committee engages independent compensation consultants from time to time to\n\nassist in evaluating the design and assessing the competitiveness of our executive and non-employee\n\ndirector compensation. For more detailed information on the role of compensation consultants, see\n\n“Executive Compensation–Compensation Discussion and Analysis – Compensation Philosophy and\n\nObjectives – Participants in the Compensation Process – Role of Compensation Consultant” elsewhere in\n\nthis proxy statement.\n\nNomination and Corporate Governance Committee\n\nMembership\n\nMses. Lalleman and Picard and Mr. van der Kooi currently serve on the committee, with\n\nMs. Lalleman serving as its chairperson. Our Board of Directors has determined that each member of the\n\ncommittee is independent within the meaning of the applicable Nasdaq and SEC rules.\n\nDescription and Responsibilities\n\nOur nomination and corporate governance committee mainly assists our Board of Directors in\n\noverseeing all aspects of the Company’s corporate governance functions and making recommendations to\n\nthe Board of Directors regarding corporate governance issues. The committee also identifies, reviews,\n\nevaluates and recommends to our Board of Directors candidates to serve as directors. The committee held\n\nfive meetings in 2025. The principal duties and responsibilities of our nomination and corporate\n\ngovernance committee include:\n\n•identifying, reviewing, evaluating and recommending to the Board of Directors the persons\n\nto be nominated for election (or re-election) as directors and appointed to each of the\n\ncommittees of the Board of Directors and establishing related policies, including\n\nconsideration of any potential conflicts of interest, applicable independence and\n\nexperience requirements, a wide range of perspectives, and any other relevant factors that\n\nthe committee considers appropriate in the context of the needs of the Board of Directors;\n\n•reviewing and assessing the performance of management and the Board of Directors,\n\nincluding committees of the Board of Directors;\n\n•overseeing the Company’s strategy on global corporate social responsibility and\n\nenvironmental, social and governance (“ESG”) initiatives;\n\n•overseeing the composition of the Board of Directors and its committees;\n\n27\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•assessing the independence of directors;\n\n•developing and recommending to the Board of Directors corporate governance principles\n\nand practices; and\n\n•reviewing with the Chief Executive Officer plans for succession to the offices of the\n\nCompany’s Chief Executive Officer.\n\nThe charter for our nomination and corporate governance committee allows the committee to\n\ndelegate its authority to subcommittees, as appropriate.\n\nNomination of Directors\n\nOur Board of Directors believes that it should be composed of directors with a wide range of\n\ncomplementary backgrounds, and that directors should, at a minimum, exhibit proven leadership\n\ncapabilities and possess experience at a high level of responsibility within their chosen fields. When\n\nconsidering a candidate for director, the nomination and corporate governance committee considers\n\nwhether the directors, both individually and collectively, can and do provide the experience, judgment,\n\ncommitment, skills and expertise appropriate to lead the Company in the context of its industry. In addition,\n\nthe nomination and corporate governance committee considers a nominee’s expected contribution to skills,\n\nbackground, experiences and perspectives, as well as whether such nominee could provide added value\n\nto any of the committees of the Board of Directors, given the then existing composition of the Board of\n\nDirectors as a whole. The nomination and corporate governance committee also provides input and\n\nguidance regarding the independence of directors, for formal review and approval by our Board of\n\nDirectors.\n\nPrior to nominating a sitting director for re-election at an annual meeting of shareholders, in\n\naddition to the factors described above, the nomination and corporate governance committee will consider\n\nthe director’s past attendance at, and participation in, meetings of the Board of Directors and the\n\ncommittees on which the director sits, as well as the director’s formal and informal contributions to the\n\nwork of the Board of Directors and its committees. The nomination and corporate governance committee\n\nwill also consider feedback received during the annual committee assessment process, as well as general,\n\noverall board assessments conducted from time to time. The nomination and corporate governance\n\ncommittee considers each director nominee’s experience, judgment, commitment, skills and expertise\n\nrelevant to service on our Board of Directors.\n\nWhen seeking candidates for director, the nomination and corporate governance committee may\n\nsolicit suggestions from incumbent directors, management, shareholders and others. Additionally, the\n\nBoard of Directors has in the past used and may continue to use the services of third-party search firms to\n\nassist in the identification and analysis of appropriate candidates. For example, Stefanie Jay, who was\n\nelected to our Board of Directors at the annual meeting of shareholders in 2025, was identified as a\n\ncandidate by our nomination and corporate governance committee and our Chief Executive Officer further\n\nto a search launched by Spencer Stuart, a search firm. After conducting an initial evaluation of a\n\nprospective candidate by said committee, each of the chairperson of said committee and the Chief\n\nExecutive Officer will interview that candidate if they believe the candidate might be suitable. The\n\nchairperson or vice-chairperson of the Board of Directors or the lead independent director, if any, may also\n\nask the candidate to meet with certain members of executive management, and for the final candidate,\n\nother members of the Board of Directors. If the nomination and corporate governance committee believes\n\na candidate would be a valuable addition to the Board of Directors, it may recommend to the Board of\n\nDirectors that candidate’s appointment or election, who, in turn, can submit the candidate for consideration\n\nby the shareholders.\n\nThe nomination and corporate governance committee will consider candidates for director\n\nrecommended by a shareholder or group of shareholders who meet the requirements set forth in Articles L.\n\n225-105 and R. 225-71 of the French Commercial Code. The nomination and corporate governance\n\ncommittee will evaluate such recommendations applying its regular nomination criteria and considering the\n\nadditional information set forth below. Eligible shareholders wishing to recommend a candidate for\n\n28\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nnomination as a director are requested to send the recommendation in writing to: Board of Directors,\n\nCriteo, 32 Rue Blanche, 75009 Paris, France. The nomination and corporate governance committee will\n\naccept recommendations of director candidates throughout the year; however, in order for a recommended\n\ndirector candidate to be considered by the nomination and corporate governance committee for nomination\n\nto stand for election at an upcoming annual meeting of shareholders, the recommendation must be\n\nreceived no fewer than 25 days prior to the date of the Company’s annual meeting of shareholders. A\n\nshareholder recommendation must contain the following information:\n\n•the text of the resolution to appoint the director candidate;\n\n•a brief explanation of the reason for such recommendation;\n\n•information about the director nominee set forth in Article R. 225-83 5○ of the French\n\nCommercial Code; and\n\n•an affidavit to evidence the requisite share holdings.\n\nFurther, any shareholder seeking to solicit proxies in support of director nominees other than the\n\nCompany’s nominees must comply with Rule 14a-19 under the Exchange Act, including by delivering a\n\nnotice to the Company which must (i) be received by the Company no later than 60 calendar days prior to\n\nthe anniversary date of the Company’s annual meeting of shareholders (assuming the current year’s\n\nmeeting is held within 30 days of such anniversary date); (ii) include the names of all director candidate\n\nnominees for whom the shareholder intends to solicit proxies; and (iii) include a statement that such\n\nshareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares\n\nentitled to vote on the election of directors in support of the director candidate nominees other than the\n\nCompany’s nominees. Any such notice should be sent (i) in writing, to: Board of Directors, Criteo S.A., 32\n\nRue Blanche, 75009 Paris, France; or (ii) by electronic notice, to: AGM@criteo.com.\n\nIn connection with its evaluation of director candidates, the nomination and corporate governance\n\ncommittee or the Board of Directors may request additional information from the candidate or the\n\nrecommending shareholder and may request an interview with the candidate. The nomination and\n\ncorporate governance committee has discretion to decide which individuals, if any, to recommend for\n\nnomination as directors to the Board of Directors, provided that any such nomination will be reviewed by\n\nthe full Board of Directors. The Board of Directors then makes a recommendation to the shareholders.\n\nExecutive Sessions of Non‑Management Directors\n\nIn order to promote discussion among the non-management directors, regularly scheduled\n\nexecutive sessions (i.e., meetings of non-management directors without management present) are held to\n\nreview such topics as the non-management directors determine.\n\nCommunications with the Board of Directors\n\nThe Board of Directors has established a process to facilitate communication between\n\nshareholders and other interested parties and our directors. All communications by shareholders and other\n\ninterested parties can be sent to: Chief Legal and Transformation Officer, Criteo, 32 Rue Blanche, 75009\n\nParis, France. Communications are distributed to the Board of Directors or to any specific director(s), as\n\nappropriate. Items unrelated to the duties and responsibilities of the Board of Directors or otherwise\n\nunsuitable for distribution to the Board of Directors will be redirected.\n\nDirectors’ Attendance at Board, Committee and Annual Meetings\n\nThe Board of Directors held eight meetings (four of which were held by videoconference) during\n\n2025. Each incumbent director attended 100% of the aggregate of the meetings of the Board of Directors\n\nand meetings held by all committees on which such director served during the portion of 2025 in which he\n\nor she served, with the exception of Mr. de Pesquidoux (who did not stand for re-election following the\n\nexpiration of his term as director at the 2025 Annual General Meeting) and Mr. Komasinski, who were each\n\n29\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nabsent and excused from one Board of Directors meeting. A director’s retainer fees are reduced if such\n\ndirector does not attend 100% of the regularly-scheduled in-person quarterly meetings held by the Board\n\nof Directors and committee meetings during the fiscal year, provided that each director is permitted to\n\nattend one such in-person quarterly meeting telephonically or by video conference without his or her\n\nretainer fees being reduced. In addition, a director may attend an in-person meeting telephonically or by\n\nvideo conference without his or her retainer fees being reduced if such director is unable to attend in\n\nperson due to a change in the date or location of the physical meeting after the Board of Directors\n\nestablishes its meeting calendar for any particular fiscal year.\n\nDirectors are invited but not required to attend the annual meeting of shareholders. Mr. Komasinski\n\nand Mr. Frederik van der Kooi attended the 2025 Annual General Meeting of Shareholders.\n\nSuccession Planning\n\nOur Board of Directors deems succession planning a core responsibility that should involve collaboration\n\nbetween the directors and the Chief Executive Officer. Our nomination and corporate governance\n\ncommittee is primarily responsible for periodically reviewing with the current Chief Executive Officer plans\n\nfor succession to the office of the Company’s Chief Executive Officer and developing plans for interim\n\nsuccession in the event of an unexpected occurrence. Following coordination with the current Chief\n\nExecutive Officer, the nomination and corporate governance committee will make recommendations to the\n\nBoard of Directors with respect to the selection of appropriate individuals to succeed to this position.\n\nThe compensation committee also has the responsibility to ensure that the Company considers a long-\n\nterm program for effective senior leadership development and succession, as well as short-term\n\ncontingency plans for emergencies and other normal contingencies, such as the termination of\n\nemployment or death or disability of certain senior leaders.\n\n30\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nHuman Capital Management\n\nWe have a demonstrated history of commitment to the well-being and success of our workforce, and our\n\nCompany is driven by our core values of “open, together and impactful”.\n\nAs noted above in the description of the compensation committee's responsibilities, our compensation\n\ncommittee has oversight of and periodically reviews the Company's strategies, initiatives and programs\n\nwith respect to the Company's culture, talent recruitment, development and retention and employee\n\nengagement.\n\nTalent Acquisition\n\nAttracting and retaining top talent is a key objective at Criteo. We are committed to offering an\n\nenvironment in which employees are ensured equal job opportunities and have a chance for\n\nadvancement. Our compelling employee value proposition, attractive compensation packages and\n\nvibrant culture are instrumental in our ability to attract and retain talent.\n\nLearning and\n\nDevelopment\n\nWe strive to provide exceptional training opportunities and development programs for our employees.\n\nIn 2025, approximately 18,000 training hours were delivered to our employees. To assess and\n\nimprove employee retention and engagement, we periodically survey employees and take action to\n\naddress areas of employee concern. In 2025, we carried out three employee surveys, soliciting\n\nfeedback on a wide range of topics including well-being, flexibility, and inclusion.\n\nCulture\n\nAs a global technology company, we believe that an inclusive culture is the cornerstone for driving\n\ncreative collaboration and sustainable growth. We are proud that our employees can be themselves\n\nat work and we value a broad range of perspectives in the workforce. We are committed to building\n\non our culture and collaborative work environment through how we hire, develop, reward and retain\n\ntalent at Criteo. Our efforts to foster a positive culture and an inclusive workplace are led by a\n\ndedicated leadership team who coordinate through the business and leverage our employee\n\nresource groups to encourage community, engagement and networking for all employees.\n\nHealth, Safety and\n\nWellness\n\nEmployee health, safety and wellness is a priority for Criteo. We devote time and effort across all of\n\nour locations to provide positive working conditions, work-life balance and a healthy office\n\nenvironment for our employees. We recognize and support employees with their work life integration\n\nand believe that flexibility is an essential element to remain engaged, efficient, and productive. We\n\nalso believe in the importance of employee contribution and results, rather than focusing on where\n\nwork is being completed. We foster a dynamic environment where employees are empowered to\n\nreach their highest potential.\n\nTotal Rewards\n\nWe are focused on offering competitive compensation and comprehensive benefit packages\n\ndesigned to meet the needs of our employees and reward their efforts and contributions. We seek\n\ncoherence and fairness in total compensation with reference to external market comparisons, internal\n\nequity and the relationship between management and non-management compensation. Our total\n\ncompensation packages include base pay, performance-based incentives, long-term incentives such\n\nas equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family\n\nleave, employee assistance and well-being programs among many others.\n\n31\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTIONS 1 TO 4:\n\nELECTION OF DIRECTORS\n\nGeneral\n\nPursuant to our by-laws and in accordance with French law, our Board of Directors must be\n\ncomposed of between three and ten members. We currently have eight directors. Directors are elected,\n\nre-elected and may be removed at a shareholders’ general meeting with the affirmative vote of the\n\nmajority of votes cast with respect to each Resolution. Currently, pursuant to our by-laws, our directors\n\nare elected for two-year terms.\n\nOur by-laws also provide, in accordance with French law, that our directors may be removed with\n\nor without cause by the affirmative vote of the majority of votes cast at the relevant ordinary shareholders’\n\nmeeting. In addition, our by-laws provide, in accordance with French law, that any vacancy on our Board\n\nof Directors resulting from the death or resignation of a director may be filled by vote of a majority of our\n\ndirectors then in office, provided there are at least three directors remaining, and provided further that\n\nthere has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed\n\nto fill a vacancy are elected by the Board of Directors for the remaining duration of the current term of the\n\nreplaced director. The appointment must be ratified at the shareholders’ general meeting following such\n\nelection by the Board of Directors. In the event the Board of Directors is composed of less than three\n\ndirectors as a result of vacancies, the remaining directors shall immediately convene a shareholders’\n\ngeneral meeting to elect one or several new directors in order for there to be at least three directors\n\nserving on the Board of Directors at any given time, in accordance with French law.\n\nThe following table sets forth information regarding each continuing director and director\n\nnominee, including his or her age, as of March 31, 2026.\n\nName\n\nAge\n\nCurrent\n\nPosition\n\nDirector\n\nSince\n\nTerm\n\nExpiration\n\nYear\n\nMichael Komasinski\n\n55\n\nDirector\n\n2025\n\n2026\n\nNathalie Balla(1)(3)\n\n58\n\nDirector\n\n2017\n\n2027\n\nStefanie Jay (1)\n\n47\n\nDirector\n\n2025\n\n2027\n\nFrederik van der Kooi(2)\n\n59\n\nChairperson\n\n2023\n\n2027\n\nMarie Lalleman(2)\n\n61\n\nDirector\n\n2019\n\n2026\n\nEdmond Mesrobian(3)\n\n65\n\nDirector\n\n2017\n\n2026\n\nRachel Picard(2)\n\n59\n\nDirector\n\n2017\n\n2027\n\nErnst Teunissen(1)(3)\n\n60\n\nDirector\n\n2024\n\n2026\n\n(1)\n\nMember of the audit committee.\n\n(2)\n\nMember of the nomination and corporate governance committee.\n\n(3)\n\nMember of the compensation committee.\n\nMr. Mesrobian, while not a formal audit committee member, attended three committee meetings\n\nin 2025 to advise the audit committee on matters of cybersecurity. In addition, pursuant to French\n\nordinance no. 2017-1386, Criteo has a social and economic committee (comité social et économique) that\n\nincludes the employer and a staff delegation composed of representatives elected among the employees.\n\nOur social and economic committee was formed in May 2019 and replaced the former works council\n\n(comité d’entreprise). Two of these representatives are entitled to attend all meetings of the Board of\n\nDirectors and meetings of the shareholders in an observer capacity.\n\n32\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nDirector Nominees\n\nThe Board of Directors, based on the recommendation of the nomination and corporate\n\ngovernance committee, has nominated Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian\n\nto be elected as directors at the Annual General Meeting.\n\nEach of the nominees for director to be elected at the Annual General Meeting, currently serves\n\nas a director of the Company. Each director elected or re-elected at the Annual General Meeting will hold\n\noffice until the 2028 Annual General Meeting. Each director elected at the Annual General Meeting will\n\nserve until his or her successor is duly elected and qualified.\n\nIf any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable\n\nfor election, and as a consequence thereof other nominees are designated, then the persons named in\n\nthe proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for\n\nother nominees in accordance with their judgment.\n\nGiven the unique and indispensable skills and expertise, and the dedication and value that each\n\nof Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian bring to our Board of Directors, we\n\nrequest that, pursuant to Resolutions 1 through 4, you approve:\n\n•the renewal of the term of office of Mr. Komasinski;\n\n•the renewal of the term of office of Ms. Lalleman;\n\n•the renewal of the term of office of Mr. Teunissen; and\n\n•the renewal of the term of office of Mr. Mesrobian.\n\nFor the full text of Resolutions 1 to 4, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTIONS 1 TO 4.\n\n33\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nDIRECTOR COMPENSATION\n\nDirector Compensation Table\n\nThe following table sets forth compensation information for each person who served as a non-\n\nemployee member of our Board of Directors during 2025. Mr. Komasinski, who served as our Chief\n\nExecutive Officer and as a member of the Board of Directors during 2025, is not included in this table, as\n\nhe was not entitled to director compensation due to his service as an executive officer of the Company.\n\nThe compensation received by Mr. Komasinski for 2025 is described under “Executive Compensation—\n\nCompensation Discussion and Analysis–Elements of Executive Compensation Program” and under\n\n“Executive Compensation–Summary Compensation Table” and the tables that follow.\n\nName\n\nFees Earned\n\nor Paid in\n\nCash\n\n($)(1)\n\nStock\n\nAwards\n\n($)\n\nOption\n\nAwards\n\n($)\n\nNon-Equity\n\nIncentive\n\nPlan\n\nCompensation\n\n($)\n\nChange in\n\nPension Value\n\nand\n\nNonqualified\n\nDeferred\n\nCompensation\n\nEarnings\n\n($)\n\nAll Other\n\nCompensation\n\n($)(2)\n\nTotal\n\n($)\n\nNathalie Balla(3)\n\n263,220\n\n—\n\n—\n\n—\n\n—\n\n38,638\n\n301,858\n\nStefanie Jay\n\n127,250\n\n—\n\n—\n\n—\n\n—\n\n18,679\n\n145,929\n\nFrederik van der Kooi\n\n336,732\n\n—\n\n—\n\n—\n\n—\n\n120,818\n\n457,550\n\nMarie Lalleman(4)\n\n243,400\n\n—\n\n—\n\n—\n\n—\n\n104,314\n\n347,714\n\nEdmond Mesrobian(5)\n\n260,495\n\n—\n\n—\n\n—\n\n—\n\n38,238\n\n298,733\n\nHubert de\n\nPesquidoux(6)\n\n32,700\n\n—\n\n—\n\n—\n\n—\n\n4,800\n\n37,500\n\nRachel Picard\n\n282,196\n\n—\n\n—\n\n—\n\n—\n\n121,447\n\n403,643\n\nErnst Teunissen\n\n273,030\n\n—\n\n—\n\n—\n\n—\n\n40,078\n\n313,108\n\n(1)\n\nThese amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to\n\nthe terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a two-year holding\n\nperiod. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of\n\nMs. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. Teunissen, $248 750 for Mr. van der Kooi,  $240 000 for Ms. Picard, and\n\n$100,000 for Ms. Jay. The total number of shares purchased by Ms. Balla, Ms. Jay, Mr. van der Kooi, Ms. Lalleman, Mr.\n\nMesrobian,  Ms. Picard, and Mr. Teunissen pursuant to this program during 2025 was 6,450, 4,444, 7,701, 6,270, 6,172, 8,276,\n\nand 6,177, respectively.\n\n(2)\n\nThe amounts reported in the “All Other Compensation” column reflect gross-ups to the cash amounts paid to the directors on\n\naccount of withholding taxes in the total amount of $38,638 for Ms. Balla, $18,679 for Ms. Jay, $58,566 for Mr. van der Kooi,\n\n$44,507 for Ms. Lalleman, $38,238 for Mr. Mesrobian, $4,800 for Mr. de Pesquidoux, $51,666 for Ms. Picard, and $40,078 for\n\nMr. Teunissen, and gross-ups in respect of social contributions in the amount of $62,251 for Mr. van der Kooi, $59,807 for Ms.\n\nLalleman, and $69,780 for Ms. Picard.\n\n(3)\n\nThe cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional\n\nremuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such\n\namount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and\n\n€1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration.\n\n(4)\n\nThe cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional\n\nremuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such\n\namount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and\n\n€1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration.\n\n(5)\n\nThe cash portion of Mr. Mesrobian's remuneration for his service as a director includes $9,375 for his participation in three\n\naudit committee meetings due to his expertise in matters of cybersecurity.\n\n(6)\n\nMr. de Pesquidoux’s term as director expired at the 2025 Annual General Meeting, and he did not stand for re-election.\n\nIndependent Director Compensation\n\nThe compensation committee is responsible for reviewing and recommending the compensation\n\nfor the independent members of our Board of Directors for approval. The compensation committee\n\n34\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nreviews our independent director compensation periodically and, with the assistance of its independent\n\ncompensation consultant, Compensia, Inc. (“Compensia”), designs and updates director compensation to\n\nmaintain competitive but reasonable compensation levels and structures.\n\nIn making decisions regarding independent director compensation, the compensation committee\n\nconsiders a competitive market analysis provided by Compensia based on compensation data regarding\n\nindependent director compensation at the companies in our compensation peer group (the composition of\n\nour compensation peer group is described below under “Executive Compensation–Compensation\n\nDiscussion and Analysis”). Total average compensation for each of our independent directors is generally\n\ntargeted at the median of our peer group’s total average director compensation.\n\nFor fiscal year 2025, Compensia conducted a review of our independent director compensation\n\nprogram compared to the competitive market based on the compensation peer group. See “Executive\n\nCompensation—Compensation Discussion and Analysis” for details on the composition of our\n\ncompensation peer group. Based on this review, we maintained the same independent director\n\ncompensation structure for fiscal year 2025 that was in place for 2024. However, due to the change of the\n\nChairperson of the Board that was approved by the Nomination and Corporate Governance Committee\n\nand Compensation Committee on April 9, 2025, the remuneration of the Chairperson of the Board was\n\namended as indicated below. The following table sets forth a summary of Compensia’s review of the\n\nCompany’s target annual independent director compensation for fiscal year 2025:\n\n(1) In connection with Mr. van der Kooi’s appointment as chairperson of the Board of Directors effective April 9, 2025, the Board of\n\nDirectors changed the Total Additional Compensation from $205,000 to $110,000 in part to better align with market peers.\n\n(2) Excludes “All Other Compensation” as quantified in the Director Compensation Table above.\n\n35\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThe components of independent director compensation for 2025 were as follows:\n\nCompensation Element\n\nDirector Compensation\n\nAnnual cash remuneration - Chairperson(1)\n\n$95,000\n\nAnnual cash remuneration - other non-\n\nemployee directors(1)\n\n$50,000\n\nAnnual equity award - Chairperson(2)(3)\n\n$265,000 in shares purchased on the open market that are subject to\n\na two-year holding period(4)\n\nAnnual equity award - Vice-chairperson (if\n\napplicable)(2)(3)\n\n$250,000 in shares purchased on the open market that are subject to\n\na two-year holding period(4)\n\nAnnual equity award - other non-employee\n\ndirectors(2)(3)\n\n$200,000 in shares purchased on the open market that are subject to\n\na two-year holding period(4)\n\nCommittee membership remuneration(1)\n\n$12,500 for audit committee\n\n$10,000 for compensation committee\n\n$6,000 for nomination and corporate governance committee\n\nCommittee Chair remuneration(1)\n\n$25,000 for audit committee\n\n$20,000 for compensation committee\n\n$12,000 for nomination and corporate governance committee\n\nNew director equity award (one-time\n\ngrant)(2)(4)\n\n$200,000 in shares purchased on the open market that are subject to\n\na two-year holding period\n\nVice chairperson remuneration (if\n\napplicable)\n\n$20,000\n\n(1)  Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of\n\nthe four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee\n\nmeetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors\n\nare allowed to attend one meeting per year (where in-person attendance otherwise would be required) by telephone or video\n\nconference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person\n\nBoard of Directors’ or Committees’ meeting is changed during the course of the year, a director’s attendance at such meeting\n\nby telephone or video conference will not affect his or her 100% participation rate.\n\n(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the\n\nopen market and such shares are subject to a two-year holding period. The amount shown is grossed up to take into account:\n\n(i) when allocated to non-French residents (other than the chairperson), a withholding tax of 12.8% payable by the Company;\n\n(ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% (prélèvements obligatoires)\n\nand social contributions of 17.2% (prélèvements sociaux) payable by the Company (i.e., 30% in total); and (iii) when allocated\n\nto a French or non-French resident who is also the chairperson, a withholding tax of 12.8% (prélèvements obligatoires) and\n\nsocial security contributions of up to 23% (cotisations de sécurité sociale) payable by the Company, if due.\n\n(3) Directors do not receive the annual equity attendance remuneration for the fiscal year in which they join the Board of\n\nDirectors.\n\n(4)  Prorated for directors who join during the year.\n\nThe compensation committee believes that a combination of cash and equity (via open market\n\npurchases) is the best way to attract and retain directors with the background, experience and skills\n\nnecessary for a company such as ours, and is in line with our industry’s practice. Pursuant to French law,\n\nnon-employee or independent directors may not be granted stock options or RSUs. Accordingly, in 2025\n\nand in previous years, we paid our independent directors additional remuneration for the purpose of\n\npurchasing Criteo shares on the open market. We believe the additional remuneration that we pay to\n\ndirectors to facilitate their investment in Company securities is a key element of our independent director\n\ncompensation aligned with our strategy to remain competitive against our peers in the advertising\n\ntechnology and broader technology industries.\n\nIn order to facilitate the investment in Criteo securities, in 2025 each independent member of our\n\nBoard of Directors received (i) an initial grant of $200,000 to purchase shares of Criteo stock on the open\n\nmarket upon being appointed and (ii) for each subsequent fiscal year, an annual grant of $200,000 (for\n\nour general independent directors), $250,000 (for our vice-chairperson, if applicable) or $265,000 (for our\n\nchairperson) to purchase shares of Criteo stock on the open market. The payment of this additional\n\n36\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nremuneration constitutes taxable compensation to these directors and is grossed up for certain\n\nwithholding taxes and social security charges. The payment of this remuneration is assuming the\n\nindependent director has attended 100% of the board’s scheduled in-person meetings for that year and it\n\nis reduced proportionately for any scheduled in-person meetings during that fiscal year that they do not\n\nattend.\n\nAll such securities purchased on the open market by the independent directors are subject to a\n\ntwo-year holding period intended to function as a vesting period during which the director bears the risk of\n\nloss. Each independent director may elect to keep up to 30% of such remuneration in cash to pay his or\n\nher personal taxes or social security charges that arise in connection with such cash remuneration and to\n\npurchase securities with the remaining amount of cash received.\n\nUtilizing this method of cash remuneration followed by purchases of securities on the open\n\nmarket allows our independent directors to continue to acquire and hold Criteo equity but without any\n\nresulting incremental shareholder dilution.\n\nNon-Employee Director Share Ownership Guidelines\n\nWe maintain share ownership guidelines for our non-employee directors (including the\n\nchairperson of our Board of Directors). Pursuant to these guidelines, each non-employee director is\n\nrequired to own Company securities equal to the lesser of (i) 17,308 shares or (ii) the amount of shares\n\nthat have a fair market value equal to five times such board member’s annual cash retainer, disregarding\n\nany additional fees paid for specific leadership roles or committee membership. The non-employee\n\ndirectors are required to meet the applicable ownership requirements within five years of becoming\n\nsubject to them. If required share ownership is not satisfied within five years, the individual must retain\n\n100% of any shares resulting from vested non-employee director warrants or his or her purchase of\n\nshares, until the guidelines are met.\n\n37\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEXECUTIVE OFFICERS\n\nThe following table sets forth information regarding our current executive officers, including their\n\nages, as of March 31, 2026:\n\nName\n\nAge\n\nPosition(s)\n\nMichael Komasinski\n\n55\n\nChief Executive Officer\n\nSarah Glickman\n\n57\n\nChief Financial Officer\n\nRyan Damon\n\n53\n\nChief Legal and Transformation Officer\n\nMichael Komasinski was appointed as our Chief Executive Officer and a member of our Board of\n\nDirectors effective as of February 15, 2025. Mr. Komasinski brings over 20 years of AdTech expertise and\n\na proven track record of driving accelerated growth, AI-driven innovation, and scale. Throughout his\n\ncareer, Mr. Komasinski has gained significant data-driven technology expertise and vast retail media\n\nexperience. From July 2023 to February 2025, Mr. Komasinski served as CEO of the Americas, President\n\nof Global Data & Technology, and member of the Group Executive Management team at dentsu, one of\n\nthe largest global advertising holding companies. Mr. Komasinski joined dentsu through its acquisition of\n\nMerkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of Merkle in\n\nNovember 2021. Mr. Komasinski previously served in leadership positions at Razorfish, Schawk Retail\n\nMarketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council\n\nand the Interactive Advertising Bureau (IAB). Mr. Komasinski holds a Bachelor of Science degree in\n\nEngineering and Philosophy from Vanderbilt University and an MBA degree from Indiana University's\n\nKelley School of Business.\n\nSarah Glickman has served as our Chief Financial Officer and Principal Accounting Officer since\n\nAugust 2020. Ms. Glickman oversees the Company’s finance, procurement and corporate\n\ncommunications organization. Ms. Glickman previously served as Acting Chief Financial Officer for 20\n\nmonths at XPO Logistics, a Fortune 200 company and leading provider of transportation and logistics\n\nsolutions, where she previously served as Senior Vice President, Corporate Finance and Transformation.\n\nPrior to XPO Logistics, Ms. Glickman held operational Chief Financial Officer roles at Novartis and\n\nHoneywell International. Ms. Glickman started her career at PricewaterhouseCoopers before taking a\n\nfinance executive role at Bristol-Myers Squibb. Ms. Glickman has served on the board of directors of\n\nAptarGroup, Inc., a global designer and manufacturer of consumer product dosing, dispensing and\n\nprotection technologies, since September 2023. Ms. Glickman has served on the board of directors of\n\n2seventy bio, Inc., an emerging immuno-oncology company, from November 2021 to May 2025. Ms.\n\nGlickman is a U.K. Fellow Chartered Accountant, has a U.S. CPA, with a degree in economics from the\n\nUniversity of York, England. She has extensive global experience in strategic decision making and leading\n\ntransformative change, including M&A, with a strong focus on execution, including strong financial\n\nperformance and operational excellence.\n\nRyan Damon has served as our Chief Legal and Transformation Officer (and previously Chief\n\nLegal and Corporate Affairs Officer) since August 2018. In addition to overseeing the Company’s legal,\n\ncompliance and public affairs organization, Mr. Damon is responsible for driving transformation initiatives\n\nthat support Criteo’s Commerce Media Platform vision and execution roadmap, including Criteo’s trading\n\ninfrastructure and custom capabilities.  Prior to joining Criteo, Mr. Damon was with Riverbed Technology\n\nfor 11 years, where he spent his last three years as Senior Vice President, General Counsel and\n\nSecretary, leading legal and corporate development and Riverbed’s take-private with Thoma Bravo. Mr.\n\nDamon has held senior legal roles at Charles Schwab and was an attorney with the law firm\n\nof Gunderson Dettmer in Silicon Valley, representing start-up technology companies and venture capital\n\ninvestors. Mr. Damon started his career as a software programmer with Edison International. Mr. Damon\n\nreceived a B.A. in Geography with a Specialization in Computing from the University of California at Los\n\nAngeles and a J.D. from the University of California, Hastings.\n\n38\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEXECUTIVE COMPENSATION\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nThe following compensation discussion and analysis provides comprehensive information and\n\nanalysis regarding our executive compensation program for 2025 for our named executive officers and\n\nprovides context for the decisions underlying the compensation reported in the executive compensation\n\ntables in this proxy statement. For 2025, our named executive officers included (i) our principal executive\n\nofficer; (ii) our former principal executive officer who served during a portion of fiscal year 2025, (iii) our\n\nprincipal financial officer; (iv) our other executive officer, other than the principal executive officer and the\n\nprincipal financial officer, who was serving as of the end of the fiscal year; and (v) our former executive\n\nofficer who served during a portion of fiscal year 2025. Unless otherwise noted, titles referred to in this\n\nsection are as of December 31, 2025. For the year ended December 31, 2025, our named executive\n\nofficers were:\n\nMichael Komasinski\n\nChief Executive Officer (principal executive officer)\n\nMegan Clarken\n\nFormer Chief Executive Officer (principal executive officer)\n\nSarah Glickman\n\nChief Financial Officer (principal financial officer)\n\nRyan Damon\n\nChief Legal and Transformation Officer\n\nBrian Gleason\n\nFormer Chief Revenue Officer and President, Retail Media\n\nWe believe that we have a strong team of executives with the ability to execute our strategic and\n\noperational priorities. The combination of strong executive leadership and highly talented and motivated\n\nemployees played a key role in our solid financial performance in 2025, as described below.\n\n2025 Financial and Operating Results\n\nWe are a global commerce intelligence platform that drives performance for brands, agencies,\n\nretailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual\n\ntransactions and two decades of AI innovation, we help companies across the ecosystem make smarter\n\ndecisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With\n\nthousands of clients and deep partnerships across global retail and digital commerce, we provide the\n\ntechnology and insights businesses need to compete and grow.\n\n2025 Financial Results:\n\nIn 2025, the financial results of our two reportable segments: Performance Media and Retail\n\nMedia, included the following highlights:\n\n•Revenue increased by 1%, or was flat at constant currency, from $1,933 million in 2024 to $1.945\n\nbillion in 2025. This was driven by Retail Media growth and partially offset by flat revenue in\n\nPerformance Media;\n\n•Gross profit increased 7% year-over-year, from $983 million in 2024 to $1,049 million in 2025;\n\n•Contribution excluding traffic acquisition costs, which we refer to as Contribution ex-TAC, which is\n\na non-GAAP financial measure, increased by 5% year-over-year, or 4% at constant currency,\n\nfrom $1,121 million in 2024 to $1,175 million in 2025;\n\n•Retail Media Contribution ex-TAC grew 2% year-over-year (or 2% on a constant currency basis)\n\nand same-retailer Contribution ex-TAC retention was 112% in 2025 excluding the scope reduction\n\nfrom our largest client;\n\n2 Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment,\n\nis a non-GAAP financial measure. For the year 2025, Free Cash Flow is calculated by considering Cash Flow from Operating\n\nActivities of $311 million and a $101 million usage for net additions to intangible assets, property, and equipment. For a reconciliation\n\nfrom operating activities to free cash flow, please see Annex D.\n\n39\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•Performance Media Contribution ex-TAC increased 6% year-over-year (or 4% on a constant\n\ncurrency basis);\n\n•Net income increased by 30% year-over-year from $115 million in 2024 to $149 million in 2025; \n\n•Adjusted EBITDA, which is a non-GAAP financial measure, increased by 4% from $390 million in\n\n2024 to $407 million in 2025; and\n\n•Cash from operating activities was $311 million and Free Cash Flow amounted to $211 million in\n\n2025.2\n\nContribution ex-TAC and Adjusted EBITDA are non-GAAP measures. Contribution ex-TAC is a\n\nprofitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue\n\nand reconciled to gross profit through the exclusion of other cost of revenue. We define Adjusted EBITDA\n\nas our consolidated earnings before financial income (expense), income taxes, depreciation and\n\namortization, adjusted to eliminate the impact of equity awards compensation expense, pension service\n\ncosts, certain restructuring, integration and transformation costs, certain acquisition-related costs and a\n\nloss contingency related to a regulatory matter. Traffic acquisition costs consist primarily of purchases of\n\nimpressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-\n\nparty intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by\n\npublisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our consolidated\n\nstatements of financial position as trade payables. Please refer to “Item 7. Management’s Discussion and\n\nAnalysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the\n\nfiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 on page 57 for a\n\nreconciliation of gross profit to Contribution ex-TAC and at page 72 for a reconciliation of net income to\n\nAdjusted EBITDA, in each case the most directly comparable financial measure calculated and presented\n\nin accordance with U.S. GAAP. Constant currency measures exclude the impact of foreign currency\n\nfluctuations and are computed by applying the 2024 average exchange rates for the relevant period to\n\n2025 figures. A reconciliation is provided in “Item 7. Management’s Discussion and Analysis of Financial\n\nCondition and Results of Operations” of our 2025 Annual Report on Form 10-K at page 68 in the section\n\nentitled “Constant Currency Reconciliation.”\n\nThe following charts show the change in our revenue, Contribution ex-TAC, gross profit, net\n\nincome, Adjusted EBITDA and cash flow from operating activities over the past three years:\n\n3 Media spend is defined as the sum of working media spend allocated to Retail Media campaigns and media spend activated on\n\nbehalf of Performance Media clients.\n\n40\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOperational Metrics:\n\n•Criteo's media spend3 activated by the Commerce AI Platform for marketers and media owners\n\nwas over $4.3 billion in 2025;\n\n•Criteo had approximately 740 million Daily Active Users (DAUs), or more than three billion DAUs\n\nacross channels, including social;\n\n•We ended the year with approximately 17,000 clients globally, while maintaining an average client\n\nretention rate (as measured on a quarterly basis) of approximately 90% over the past three years;\n\n41\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nExecutive Compensation Highlights for 2025\n\nHighlights of our executive compensation program for 2025 include the following:\n\n•We continue to maintain rigorous short- and long-term incentive compensation programs for our\n\nexecutive officers to ensure fair ongoing pay-for-performance outcomes and strong alignment\n\nwith our shareholders:\n\n•We paid out annual incentives to our active named executive officers at 96%-101% of target\n\nbased primarily on our achievement of quantitative Company financial performance metrics along\n\nwith the named executive officers’ achievement of qualitative objectives;\n\n•We updated our compensation peer group to maintain alignment with key attributes of the\n\nCompany (including our industry, market capitalization and certain financial metrics, including\n\nannual revenue and annual revenue growth), and determined executive compensation levels with\n\nreference, in part, to these reasonably comparable groups;\n\n•We continued the practice by which a majority of our executive officers’ target total direct\n\ncompensation opportunity is performance-based and variable paid in the form of both short-term\n\nincentives and long-term equity-based incentives, including performance-based stock units\n\n(“PSUs”) and time-vesting restricted stock units (“RSUs”). Our long-term equity incentive awards\n\nvest over four years for RSUs and three years for PSUs, and provide executives with\n\ndifferentiated payout opportunities tied to growth in Company value over time or achievement of\n\nmeasurable, objective, pre-established performance goals; and\n\n•We maintained changes from 2024 to our long-term incentives (“LTI”) programs for our executive\n\nofficers designed to align with long-term shareholder interests, such as linking the majority to\n\nperformance conditions, keeping rigorous time and ownership requirements, and retaining\n\nrelative TSR as a strategic performance metric for 50% of the PSUs awarded to such executive\n\nofficers.\n\n42\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nExecutive Compensation Policies and Practices\n\nWe maintain several policies and practices, including compensation-related corporate\n\ngovernance standards, consistent with our executive compensation philosophy:\n\nWhat We Do\n\nWhat We Don’t Do\n\nü  Performance-based equity incentives with\n\nlong-term vesting requirements\n\nü  Strong percentage of executive equity granted\n\nin the form of performance-based annual\n\nincentives\n\nü  Caps on performance-based cash and equity\n\ncompensation payouts\n\nü  Annual compensation program review and,\n\nwhere appropriate, alignment with our\n\ncompensation peer group; review of external\n\nanalysis of competitive market data when\n\nmaking compensation decisions\n\nü  Significant portion of executive compensation\n\ncontingent upon corporate performance, which\n\ndirectly influences shareholder return along\n\nwith relative TSR performance\n\nü  Four-year equity award vesting periods for\n\nRSUs, three-year performance period for\n\ncertain of our PSUs\n\nü  Clawback policy requiring recoupment of\n\nerroneously awarded incentive-based\n\ncompensation paid to executive officers if our\n\nfinancial statements are the subject of an\n\naccounting restatement that complies with\n\napplicable SEC and Nasdaq rules\n\nü  Prohibition on short sales, hedging of stock\n\nownership positions and transactions involving\n\nderivatives of our ADSs\n\nü  Limited executive perquisites\n\nü  Independent compensation consultant\n\nengaged by our compensation committee\n\nü  Annual board and committee self-evaluations\n\nü  Rigorous Section 16 executive officer share\n\nownership requirement guidelines\n\nü  Stringent non-employee director share\n\nownership requirement guidelines\n\nû  No “single-trigger” change of control benefits\n\nû  No post-termination retirement or pension\n\nnon-cash benefits or perquisites for our\n\nexecutive officers that are not available to our\n\nemployees generally\n\nû  No tax “gross-ups” for change of control\n\nbenefits\n\nû  No employment agreements with executive\n\nofficers that contain guaranteed salary\n\nincreases, bonuses, or equity compensation\n\nrights\n\nû  No discounted stock options or option re-\n\npricings without shareholder approval\n\nû  No payment or accrual of dividends on\n\nunvested stock options, PSU or RSU awards\n\n43\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nNew Hire Package and Year One Compensation for New CEO\n\nMichael Komasinski joined Criteo as CEO on February 15, 2025, bringing over 20 years of\n\nadvertising industry expertise and a proven track record of driving accelerated growth, AI-driven\n\ninnovation, and scale. In formulating his compensation package, the compensation committee, together\n\nwith the Board of Directors, reviewed carefully what it would take to attract, motivate and retain a\n\nrecognized leader of Mr. Komasinski’s caliber, while considering closely competitive market data and\n\npractice in our peer group and the broader AdTech sector. \n\nThe compensation committee designed a compensation package that would remain consistent\n\nwith Criteo’s executive compensation practices, linking the majority of CEO compensation to performance\n\nwith clear metrics. Over 80% of the total target compensation opportunity was in equity with a long-term\n\nfocus and alignment with shareholder outcomes, with 70% of this equity initially tied to performance, half\n\nbased on strategic financial targets, and the other half based on relative total shareholder return. A\n\nnumber of new-hire one-time compensation elements were also provided, largely intended to cover\n\ncompensation that Mr. Komasinski would forfeit in leaving his previous employer. A summary table is\n\nprovided below.\n\nThe primary challenge in setting Mr. Komasinski’s starting compensation at Criteo involved\n\nshifting him from a significantly different pay mix which was heavily cash-focused in his previous agency\n\nrole, where he was a well-established and recognized top executive.\n\nIn order to respect the Company’s policies and market practice, upon joining the Company, Mr.\n\nKomasinski was asked to make a significant trade-off between fixed and total cash income and the upside\n\npotential but increased risk of long-term equity-based compensation. Such a change could only be\n\nattractive and reasonable if certain assumptions around the equity compensation plan were satisfied.\n\nWhen it became apparent early in Mr. Komasinski’s tenure as CEO that the initial assumptions around his\n\nequity compensation package were impaired, the Board of Directors initiated discussions about possible\n\none-time measures that could be implemented to meet the parties’ initial expectations about Mr.\n\nKomasinski’s initial compensation opportunity, but still maintain strong longer-term accountability for\n\nCompany performance and investor alignment.\n\n2025 CEO Compensation\n\nComponent\n\nAmount\n\nComments\n\nAnnual Base Salary\n\n$750,000\n\nPro-rated for 2025, this was set in line with\n\nmarket of the Company’s peer group but still\n\nsignificantly below Mr. Komasinski’s base\n\nsalary with his previous employer.\n\nTarget Annual Cash\n\nBonus\n\n100% of base, maximum 200%\n\nCash bonus comprised of 80% on financial\n\nmetrics and 20% on individual strategic\n\nobjectives. This bonus added to base salary\n\nresulted in a total target cash compensation\n\nnear the midpoint of CEOs in the Company’s\n\npeer group.\n\nAnnual Equity Award\n\n2025\n\n$5,000,000(1) at target (30%\n\nRSUs, 35% Financial PSUs and\n\n35% Relative TSR-based PSUs)\n\nRSUs with 4 year vesting & PSUs with 3 year\n\nvesting.\n\n44\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOne-time New Hire Items\n\nSign-on Bonus\n\n$1,000,000\n\nSign-on bonus included a repayment obligation\n\nof the full amount in the event of resignation or\n\ntermination for cause in first 12 months. Most of\n\nthis bonus was intended to replace $900,000 in\n\nestimated forfeited value of annual cash\n\nincentive from Mr. Komasinski’s previous\n\nemployer.\n\nOne-Time Sign-on\n\nAddition\n\n$100,000\n\nThis additional one-time cash bonus was to\n\ncover unforeseen out-of-pocket expenses to\n\nMr. Komasinski that resulted from changing\n\nfrom his previous employer’s benefits plans. \n\nThese added costs were only confirmed after\n\nhe had joined Criteo.\n\nSign-on Equity Award\n\n$2,000,000(1) (divided as 2025\n\naward above)\n\nVesting as 2025 award above. This was also\n\nintended to replace the estimated value of\n\noutstanding long-term incentives that Mr.\n\nKomasinski forfeited when he left his prior\n\nemployer.\n\nExceptional in-year Retention\n\nOne-Time Additional\n\nEquity Award\n\n$2,500,000(1) all RSUs\n\nA one-time corrective action. See below for\n\nadditional details.\n\n(1) Represents the intended value of the grant at the time of the decision by the Board of Directors. Actual grant date\n\nfair value may differ slightly.\n\nAs described above, Mr. Komasinski’s initial equity award upon joining the Company was heavily\n\nperformance-based (the “Performance-Based New Hire Award,” collectively with the time-based new hire\n\naward, the “New Hire Awards”), and a significant part of this equity compensation was intended to\n\ncompensate a decrease in cash compensation from his previous employment. Early in Mr. Komasinski’s\n\ntime as CEO, a precipitous decline in the Company’s share price (from a peak of $45.50 on February 7,\n\n2025 the week before he started, dropping to $38.81 by the end of February 2025, and to $23.83 by the\n\nend of Q2 2025) caused a substantial portion of his new hire package to lose value in a very short period\n\nof time. If Mr. Komasinski had joined just a few months later, the situation would have been very different.\n\nThe Board of Directors, following extensive consideration and analysis, determined that, due to\n\nchanges in market, including a general decline in the AdTech sector, and Company conditions, such as\n\nthe decrease in scope with two specific Retail Media clients, as communicated soon after Mr. Komasinski\n\njoined in Q1 2025, all unrelated to his performance as CEO and occurring well before his actions could\n\nhave any impact, the incentive value of the New Hire Awards had fallen substantially below the level\n\noriginally intended to ensure a market competitive total direct compensation opportunity for a newly hired\n\nCEO assuming the role and responsibilities of a global corporation, and accordingly no longer served our\n\nmotivational and retention objectives, presenting the Board of Directors with significant enterprise risk.\n\nThe Board of Directors therefore decided on December 19, 2025 to take two highly exceptional,\n\none-time measures to address these concerns while maintaining reasonable market alignment and\n\nappropriate focus on go-forward, longer term business priorities, effective alignment of his target total\n\ndirect compensation and our business performance and satisfy our retention objectives:\n\n•Grant a one-time award valued at $2,500,000 in time-vesting RSUs to cover a portion of the loss\n\nin value of Mr. Komasinski’s target new hire award, with 3 year vesting. Note that with this\n\naddition, the majority of the grant date value of all of Mr. Komasinski’s equity awards in 2025 will\n\nstill be tied to performance (see pay mix graphic in section below) to maintain strong pay-for-\n\nperformance alignment; and\n\n45\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•Strengthen focus on future company financial performance by converting his 2025 relative TSR-\n\nbased PSUs to financial PSUs with half based on 2026 plan metrics, and half on 2027 plan\n\nmetrics, preserving the same original total vesting schedule. These metrics for 2026 are focused\n\non top-line growth, as a strategic priority for the Company.\n\nIn order to maintain consistency with shareholders’ experience, these cumulative changes were\n\nintended to restore Mr. Komasinski’s compensation to an adequate level, but not to compensate the full\n\nloss in value at the current share price.\n\nNote that the Board of Directors is committed to maintaining a strong link between CEO and\n\nexecutive compensation and total shareholder return performance, and that the CEO’s equity grant for\n\n2026 will again include a significant relative TSR component.\n\nExecutive Pay Mix\n\nThe charts below show the target total pay mix for each of Mr. Komasinski, our Chief Executive\n\nOfficer, Ms. Clarken, our former Chief Executive Officer, Ms. Glickman, our Chief Financial Officer, Mr.\n\nDamon, our Chief Legal and Transformation Officer and Mr. Gleason, our former Chief Revenue Officer\n\nand President, Retail Media. The long-term compensation presented below is based on grant date fair\n\nvalues, and there is no assurance that these amounts will reflect their actual economic value or that such\n\namounts will ever be realized.\n\nThe charts illustrate the overall predominance of performance-based compensation and variable\n\n(as opposed to fixed) long-term incentive compensation through performance-based annual incentives\n\nand equity awards in our executive compensation program. We believe that this weighting of components\n\nallows us to reward our executives for achieving or exceeding our financial, operational and strategic\n\nperformance goals, and align our executives’ long-term interests with those of our shareholders.\n\nChief Executive Officer Michael Komasinski’s sign-on equity grant consisted of 70% PSUs. The above\n\npay mix chart, however, also includes the one-time, additional RSUs granted to Mr. Komasinski in\n\nDecember 2025 (for more information, please see “Compensation Discussion and Analysis—New\n\nHire Package and Year One Compensation for New CEO”) which decreased the overall percentage of\n\nPSUs reflected in the above chart but maintained a majority of the equity grant value tied to\n\nperformance.\n\n46\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThe retirement of former Chief Executive Officer, Megan Clarken, was announced and the terms of\n\nher separation as reflected in her Transition Agreement (for more information, please see\n\n“Compensation Discussion and Analysis - Executive Employment Agreements”), were determined\n\nbefore the 2025 equity grant cycle. Accordingly, Ms. Clarken only received cash compensation and\n\nbenefits during fiscal year 2025.\n\n47\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nFor more information on the pay mix for our named executive officers, please see “Compensation\n\nTables—Summary Compensation Table.”\n\n48\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCompensation Philosophy and Objectives\n\nPay for Performance\n\nOur philosophy in setting compensation policies for our executive officers has four fundamental\n\nobjectives:\n\nü to attract and retain a highly skilled team of executives in competitive markets;\n\nü to reward our executives for achieving or exceeding our financial, operational and strategic\n\nperformance goals;\n\nü to align our executives’ long-term interests with those of our shareholders; and\n\nü to provide compensation packages that are both competitive and reasonable relative to our\n\npeers and the broader competitive market.\n\nThe compensation committee and the Board of Directors believe that executive compensation\n\nshould be directly linked both to annual achievements in corporate performance and to accomplishments\n\nthat are expected to increase shareholder value over time. Historically, the Board of Directors has\n\ncompensated our executive officers through three direct compensation components: base salary, an\n\nannual incentive bonus opportunity and long-term equity-based incentive compensation. The\n\ncompensation committee and the Board of Directors believe that cash compensation in the form of base\n\nsalary and an annual incentive bonus opportunity provides our executive officers with short-term rewards\n\nfor success in operations, and that long-term incentive compensation in the form of equity awards\n\nincreases retention and aligns the objectives of our executive officers with those of our shareholders with\n\nrespect to long-term performance. Since 2021, long-term equity compensation for our executive officers\n\nhas consisted of RSU and PSU awards, though a stock option plan remains available for future equity\n\naward consideration.  For more information, please see “—Long-Term Incentives.”\n\nParticipants in the Compensation Process\n\nRole of the Compensation Committee and the Board of Directors\n\nIn accordance with French law, committees of our Board of Directors have an advisory role for\n\nmatters falling into the competence of the Board of Directors under French law and can only make\n\nrecommendations to our Board of Directors in this respect. As a result, while our compensation committee\n\nis primarily responsible for our executive compensation program, including establishing our executive\n\ncompensation philosophy and practices, as well as determining specific compensation arrangements for\n\nthe named executive officers, final approval by our Board of Directors is required on such matters. The\n\nBoard of Directors’ decisions and actions regarding executive compensation referred to throughout this\n\nCompensation Discussion and Analysis are made following the compensation committee’s\n\ncomprehensive in-depth review, analysis and recommendation.\n\nThe Board of Directors approves the performance goals recommended by the compensation\n\ncommittee under the Company’s annual and long-term incentive plans and the level of achievement by\n\nour executive officers of these goals. While the compensation committee draws on a number of\n\nresources, including, input from our Chief Executive Officer (other than with respect to the Chief Executive\n\nOfficer’s own compensation), and Compensia, the compensation committee’s independent compensation\n\nconsultant, to make decisions regarding our executive compensation program, the compensation\n\ncommittee is responsible for making the ultimate recommendation to be approved by the Board of\n\nDirectors. The compensation committee relies upon the judgment of its members in making\n\nrecommendations to the Board of Directors after considering several factors, including recommendations\n\nof the chairperson of the Board of Directors and the Chief Executive Officer with respect to the\n\ncompensation of executive officers (other than with respect to the Chief Executive Officer’s own\n\ncompensation), Company and individual performance, perceived criticality, retention objectives, internal\n\nfairness, current compensation opportunities as compared to similarly situated executives at peer\n\n49\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\ncompanies (based on a review of competitive market analyses prepared by Compensia) and other factors\n\nas it may deem relevant.\n\nRole of Compensation Consultant\n\nThe compensation committee retains the services of Compensia as its independent\n\ncompensation consultant. The mandate of the compensation consultant includes assisting the\n\ncompensation committee in its review of executive and director compensation practices, including\n\nanalysis of competitive market data and practices and the competitiveness of our executive officer pay\n\nlevels, design of the Company’s annual and long-term incentive compensation plans, and executive\n\ncompensation design. The compensation committee is responsible for oversight of the work of\n\nCompensia and annually evaluates the performance of Compensia. The compensation committee has\n\ndiscretion to engage and terminate the services provided by Compensia.\n\nAt its meeting in October 2025, the compensation committee assessed the independence of\n\nCompensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would\n\nprevent Compensia from serving as an independent consultant to the compensation committee.\n\nRole of Chief Executive Officer\n\nIn 2025, Mr. Komasinski, who has served as our Chief Executive Officer since February 15, 2025, \n\nattended compensation committee meetings and worked with the chair of the compensation committee\n\nand Compensia to develop compensation recommendations for the executive officers (excluding Mr.\n\nKomasinski), based upon individual experience and breadth of knowledge, individual performance during\n\nthe year and other relevant factors listed above. The compensation committee works directly with\n\nCompensia to recommend to the Board of Directors compensation actions for individuals holding the\n\nposition of Chief Executive Officer. In accordance with Nasdaq rules, the charter of the compensation\n\ncommittee provides that individuals holding the position of Chief Executive Officer are not present during\n\ndeliberations or voting concerning their own compensation.\n\nUse of Competitive Market Data\n\nThe compensation committee draws on a number of resources to assist in the evaluation of the\n\nvarious components of the Company’s executive compensation program, including an evaluation of the\n\ncompensation practices at peer companies. The compensation committee uses an analysis of market\n\ndata drawn from this evaluation to ensure that our compensation practices are competitive in the\n\nmarketplace and to assess the reasonableness of compensation.\n\nOur peer companies in 2025 were recommended to the compensation committee by Compensia,\n\nthen selected by the compensation committee and subsequently approved by the Board of Directors.\n\nEach year, the compensation committee reviews and updates our peer group, as appropriate, with the\n\nassistance of Compensia. The companies comprising the peer group for 2025 were selected on the basis\n\nof their comparability to Criteo in terms of industry (with a focus on public internet software and services\n\ncompanies focused on advertising/media-related business in the United States, geographic location,\n\nmarket capitalization, financial attributes (including revenue, revenue growth, comparable gross profit and\n\noperating/net income), number of employees and other relevant factors.\n\nBased on this evaluation, the compensation committee selected the companies in the following\n\ntable for the 2025 peer group, which were subsequently approved by the Board of Directors. The peer\n\ncompanies generally had revenues up to two times the Company’s revenue, and market capitalization\n\nbetween a quarter to four times the Company’s market capitalization.\n\n50\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nBlackbaud\n\nEtsy\n\nThryv Holdings\n\nBox\n\nIntegral Ad Science Holding\n\nTripadvisor\n\nCarGurus\n\nLiveRamp Holdings\n\nVerint Systems\n\nCars.com\n\nMagnite\n\nYelp\n\nCommvault Systems\n\nMicroStrategy\n\nZeta Global Holdings\n\nDigital Turbine\n\nQuinStreet\n\nZiff Davis\n\nDoubleVerify Holdings\n\nStagwell\n\nZoomInfo Technologies\n\nChanges to the U.S. peer group from 2024 to 2025 include the addition of Stagwell, Etsy and\n\nZoomInfo Technologies and the removal of Nutanix. These changes result in a peer group that the\n\ncompensation committee believed was more closely aligned with Criteo’s financial and value criteria.\n\nPlease note that the Company no longer updates a separate European peer group as of 2025 given that\n\nEuropean peers were becoming less relevant with all Company executive officers based in the U.S., and\n\nwere therefore no longer being used for benchmarking.\n\nIn addition to reviewing an analysis of market data drawn from its approved peer group, the\n\ncompensation committee also reviews competitive compensation data from broader Radford Global\n\nCompensation survey cuts and proprietary Compensia databases. To assist the Company in making its\n\nexecutive compensation decisions for 2025, Compensia evaluated competitive market practices,\n\nconsidering base salary, target annual incentives as a percentage of base salary, annual incentive plan\n\nstructures, target total cash compensation, target annual long-term incentive grant date fair values, equity\n\naward mixes and structures, and target total direct compensation.\n\nIn general, our Board of Directors seeks to set our executives’ target total cash compensation\n\n(base salary plus target annual incentive bonus) and long-term incentive compensation at levels that are\n\ncompetitive with our peers (based on its review of the compensation data for executives with similar roles\n\nat the companies in the approved peer group) and, in the case of long-term incentive compensation, at a\n\nlevel competitive with our peers and significant enough to ensure strong alignment of our executive\n\nofficers’ interests with those of our shareholders.\n\nHowever, the compensation committee does not formally “benchmark” our executive officers’\n\ncompensation to a specific percentile of our peer group. Instead, it considers competitive market data as\n\none factor among many in its deliberations. The compensation committee exercises independent\n\njudgment in determining appropriate levels and types of compensation to be paid based on its\n\nassessment of several factors, including recommendations of the Chief Executive Officer with respect to\n\nthe compensation of executive officers (other than their own compensation), Company and individual\n\nperformance, perceived criticality, retention objectives, internal fairness, current compensation\n\nopportunities as compared with similarly situated executives at peer companies (based on review of\n\ncompetitive market analyses prepared by Compensia) and other factors as it may deem relevant.\n\nPrior Year Say-On-Pay Results\n\nAt the 2022 Annual General Meeting, our shareholders expressed a preference for holding\n\nadvisory votes to approve the compensation of the named executive officers on an annual basis. In light\n\nof this vote, the Company’s Board of Directors determined that the Company will continue to hold an\n\nadvisory vote to approve named executive officer compensation on an annual basis until the next required\n\nsay-on-frequency vote, which will be held at the 2028 Annual General Meeting.\n\nOur executive compensation program received the support of our shareholders and was\n\napproved, on a non-binding advisory basis, by approximately 97.98% of the votes cast at the 2025 Annual\n\nGeneral Meeting. We greatly value feedback from our shareholders on our executive compensation\n\nprogram and corporate governance policies and welcome input, as it impacts our decision-making. As a\n\n51\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nresult of our engagement with our shareholders, detailed below, our compensation committee made a\n\nnumber of changes to the structure of the long-term incentive compensation program for our executive\n\nofficers, commencing in 2024. We believe that ongoing engagement builds mutual trust with our\n\nshareholders, and we will continue to monitor feedback from our shareholders and will continue to solicit\n\nshareholder views on our executive compensation program in the future, as appropriate.\n\nIn 2025, our management team continued to frequently engage with the investment community,\n\nhosting and participating in 182 investor events, including during roadshows and conferences as well as\n\nphone calls and meetings with approximately 193 firms. Shareholders we spoke to jointly represented\n\nabout 81% of floating shares as of December 31, 2025. In 2025, we engaged with shareholders to\n\ndiscuss corporate governance, board composition, executive compensation, business strategy, capital\n\nallocation and other governance-related topics. In such engagements, investors’ feedback and\n\nsuggestions on our executive compensation program were regularly heard and taken into consideration.\n\nBased on future engagement with our shareholders, our compensation committee and Board of Directors\n\nwill continue to consider potential shareholders’ feedback and take them into account in future\n\ndeterminations concerning our executive compensation program.\n\nElements of Executive Compensation Program\n\nIn 2025, as in prior years, our executive compensation program consisted of three principal elements:\n\n•Base salary\n\n•Annual incentive\n\n•Long-term incentives\n\nBase Salary\n\nBase salary is the principal fixed element of an executive officer’s annual cash compensation\n\nduring employment. The level of base salary reflects the executive officer’s skills and experience and is\n\nintended to be on par with other job opportunities available to such executive officer. Given the industry in\n\nwhich we operate and our compensation philosophy and objectives, we believe it is important to set base\n\nsalaries at a level that is both market competitive in order to retain our current executives and reasonable,\n\nand to hire new executives when and as required. However, our review of competitive market data is only\n\none factor in formulating recommendations for base salary levels. In addition, the compensation\n\ncommittee also considers the following factors:\n\n•individual performance of the executive officer, as well as overall performance of the Company,\n\nduring the prior year;\n\n•level of responsibility, including breadth, scope and complexity of the position;\n\n•years and level of experience and expertise and location of the executive officer;\n\n•internal review of the executive officer’s compensation relative to other executives to contemplate\n\ninternal fairness considerations; and\n\n•in the case of executive officers other than the Chief Executive Officer, the recommendations of\n\nthe Chief Executive Officer.\n\nBase salaries for our executive officers are determined on an individual basis at the time of hire.\n\nAdjustments to base salary are considered annually based on the factors described above.\n\n52\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n2024 — 2025 Base Salaries\n\nThe base salaries of the named executive officers for 2024 and 2025 and related explanatory\n\nnotes are set forth below:\n\nName\n\nPosition\n\n2025 Base\n\nSalary\n\n(USD)\n\n2024 Base\n\nSalary\n\n(USD)\n\nExplanatory Notes\n\nMichael\n\nKomasinski\n\nChief Executive\n\nOfficer\n\n$750,000\n\nNot\n\nApplicable\n\nThe amount shown with respect to 2025 reflects\n\nthe full annual target base salary Mr.\n\nKomasinski was eligible to receive. The\n\nprorated amount corresponding to his start date\n\nin February 2025 was $657,534.\n\nMr. Komasinski’s remuneration is solely for his\n\nrole as Chief Executive Officer of Criteo Corp.\n\nMegan Clarken\n\nFormer Chief\n\nExecutive\n\nOfficer\n\n$725,000\n\n$711,325\n\nThe amount shown with respect to 2025 reflects\n\nthe full annual target base salary Ms. Clarken\n\nwas eligible to receive. The prorated amount\n\ncorresponding to her date of retirement as Chief\n\nExecutive Officer in February 2025 was\n\n$146,986.\n\nSarah Glickman\n\nChief Financial\n\nOfficer\n\n$529,000\n\n$516,817\n\nThe amount shown with respect to 2024 reflects\n\nthe compensation Ms. Glickman received due to\n\nproration of the effective date in April 2024\n\nbased on an annual base salary of $529,000.\n\nRyan Damon\n\nChief Legal and\n\nTransformation\n\nOfficer\n\n$490,000\n\n$482,541\n\nThe amount shown with respect to 2024\n\nreflects the compensation Mr. Damon received\n\ndue to proration of the effective date in April\n\n2024 based on an annual base salary of\n\n$490,000.\n\nBrian Gleason\n\nFormer Chief\n\nRevenue\n\nOfficer and\n\nPresident,\n\nRetail Media\n\n$575,000\n\n$550,137\n\nThe amount shown with respect to 2025 reflects\n\nthe full annual target base salary Mr. Gleason\n\nwas eligible to receive. The prorated amount\n\ncorresponding to his date of resignation in July\n\n2025 was $330,822.\n\nThe amount shown with respect to 2024 reflects\n\nthe compensation Mr. Gleason received due to\n\nproration of the effective date July 2024, based\n\non an annual base salary of $575,000.\n\nAnnual Incentive Bonus\n\nThe Company provides our executive officers with the opportunity to earn annual cash bonus\n\nawards pursuant to the Executive Bonus Plan (“EBP”), which are specifically designed to motivate our\n\nexecutive officers to achieve pre-established Company-wide goals set by the Board of Directors and, to a\n\nlesser degree, reward them for individual results and achievements in a given year.\n\nThe EBP is intended to provide structure and predictability regarding the determination of\n\nperformance-based cash bonuses. Specifically, the EBP seeks to:\n\n(i)help attract and retain a high quality executive management team;\n\n4 Contribution ex-TAC is a non-GAAP financial measure of profitability akin to gross profit. It is calculated by deducting traffic\n\nacquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue.\n\n53\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n(ii)increase management focus on challenging yet realistic goals intended to create value for\n\nshareholders;\n\n(iii)encourage management to work as a team to achieve the Company’s goals; and\n\n(iv)provide incentives for participants to achieve results that exceed Company goals.\n\nPursuant to the EBP, the annual cash bonus opportunities for our executive officers are approved\n\non an annual basis by the Board of Directors. The Company goals, their relative weighting, and the\n\nrelative weighting for each of the individual performance goals of the executive officers, if applicable, are\n\nalso established by the Board of Directors at the beginning of the year, upon recommendation of the\n\ncompensation committee, shortly after the Board of Directors has approved our annual operating plan.\n\nUnder the EBP, the Board of Directors has the discretion to determine the extent to which a bonus\n\naward will be adjusted based on an executive officer’s individual performance or such other factors as it\n\nmay, in its discretion, deem relevant. An executive officer’s bonus award may be adjusted downward to\n\nzero by the Board of Directors based on a review of factors including individual performance. The Board\n\nof Directors is not required to set individual qualitative performance goals for a given year.\n\n2025 Annual Bonus Performance Goals \n\nThe performance measures and related target levels for the 2025 EBP, which reflected\n\nperformance requirements set at the start of the year in the Company’s annual operating plan, were\n\ndeveloped by the compensation committee and approved by the Board of Directors at meetings held in\n\nFebruary 2025. In the first quarter of 2025, the Board of Directors, on the recommendation of the\n\ncompensation committee, set two shared quantitative goals applicable to all of the named executive\n\nofficers (weighted 80%, collectively) and individual qualitative goals for each of our named executive\n\nofficers (weighted 20%). All of our named executive officers participated in the 2025 EBP.\n\nQuantitative Goals\n\nThe quantitative measures selected for the 2025 EBP were the 2025 achievement of financial\n\ntargets in (i) Contribution ex-TAC,4 measured at constant currency and (ii) Adjusted EBITDA, measured at\n\nconstant currency at 2025 plan rates. These measures were approved by the Board of Directors because\n\nContribution ex-TAC and Adjusted EBITDA are the key measures it uses to monitor the Company’s\n\nfinancial performance. In particular, our strategy focuses on maximizing the growth of our Contribution ex-\n\nTAC on an absolute basis over maximizing our near-term gross margin, as we believe this focus builds\n\nsustainable long-term value for our business by fortifying a number of our competitive strengths, including\n\naccess to advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI\n\nEngine’s performance, allowing it to deliver more relevant advertisements at scale. In 2025 (as in the\n\nprevious three years), the Contribution ex-TAC measure and Adjusted EBITDA measure were given equal\n\nweight of 40% and 40%, respectively (collectively 80% for the 2025 quantitative goals). In setting the\n\npayout scale for both the Contribution ex-TAC portion and the Adjusted EBITDA portion of the quantitative\n\ngoals, payout levels were set to be challenging, yet achievable, taking the business context into\n\nconsideration.  Finally, when determining quantitative performance, the Company's reported Contribution\n\nex-TAC for 2025 was to be adjusted for EBP purposes by using the same exchange rate as was used to\n\nestablish the Contribution ex-TAC targets in February 2025.\n\n54\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThe payout scale on the Contribution ex-TAC portion of the 2025 quantitative goals approved in\n\nearly 2025 was as follows, with Contribution ex-TAC growth measured, in each case, on a constant-\n\ncurrency basis:\n\n•If 2025 Contribution ex-TAC was below $1,117 million, the payout on the Contribution ex-\n\nTAC portion of the quantitative goals would have been zero;\n\n•If 2025 Contribution ex-TAC growth was between $1,117 million and the $1,201 million\n\ntarget, the payout on the Contribution ex-TAC portion of the quantitative goals would be between\n\n50% and 100% of target;\n\n•If 2025 Contribution ex-TAC growth was between the $1,201 million target and the $1,321\n\nmillion stretch target, the payout on the Contribution ex-TAC portion of the quantitative goals\n\nwould be between 100% and 150% of target;\n\n•If 2025 Contribution ex-TAC growth was between the $1,321 million stretch target and the\n\n$1,381 million maximum target, the payout on the Contribution ex-TAC portion of the quantitative\n\ngoals would be between 150% and 200% of target; and\n\n•If 2025 Contribution ex-TAC growth was $1,381 million or greater, our executives could\n\nachieve the maximum payout on the Contribution ex-TAC portion of the quantitative goals, which\n\nwas 200%.\n\nViewed in terms of required year-over-year growth, the Contribution ex-TAC portion of the 2025\n\nquantitative goals would be based on 7.2% growth for a target level payout and 23.3% growth for a\n\nmaximum level payout.\n\n2024\n\nContribution\n\nex-TAC*\n\n($ millions)\n\n2025 Contribution ex-TAC Targets*\n\nThreshold\n\nTarget\n\nStretch\n\nMax\n\nAmount\n\n($ millions)\n\nRequired\n\nGrowth\n\nAmount\n\n($ millions)\n\nRequired\n\nGrowth\n\nAmount\n\n($ millions)\n\nRequired\n\nGrowth\n\nAmount\n\n($ millions)\n\nRequired\n\nGrowth\n\n1,120\n\n1,117\n\n(0.3)%\n\n1,201\n\n7.2%\n\n1,321\n\n18.0%\n\n1,381\n\n23.3%\n\n*Presented in constant currency at 2025 plan rates. 2024 reported Contribution ex-TAC was $1,121.5 million.\n\nThe payout scale on the Adjusted EBITDA portion of the 2025 quantitative goals approved in\n\nearly 2025 was as follows, in each case calculated on an absolute basis and excluding currency impacts:\n\n•If 2025 Adjusted EBITDA was less than $333 million, the payout on the Adjusted EBITDA\n\nportion of the quantitative goals would have been zero;\n\n•If 2025 Adjusted EBITDA was between $333 million and the $392 million target, the\n\npayout on the Adjusted EBITDA portion of the quantitative goals would be between 50% and\n\n100% of target;\n\n•If 2025 Adjusted EBITDA was between the $392 million target and the $461 million\n\nstretch target, the payout on the Adjusted EBITDA portion of the quantitative goals would be\n\nbetween 100% and 150% of target;\n\n•If 2025 Adjusted EBITDA was between the $461 million stretch target and the $490\n\nmillion maximum target, the payout on the Adjusted EBITDA portion of the quantitative goals\n\nwould be between 150% and 200% of target; and\n\n•If 2025 Adjusted EBITDA was $490 million or greater, our executives could achieve the\n\nmaximum payout on the Adjusted EBITDA portion of the quantitative goals, which was 200%.\n\n55\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n2024\n\nAdjusted\n\nEBITDA*\n\n($ millions)\n\n2025 Adjusted EBITDA Targets\n\nThreshold\n\nTarget\n\nStretch\n\nMax\n\nAmount\n\n($ millions)\n\nAmount\n\n($ millions)\n\nAmount\n\n($ millions)\n\nAmount\n\n($ millions)\n\n390\n\n333\n\n392\n\n461\n\n490\n\n*Presented in constant currency at 2025 plan rates.  2024 reported Adjusted EBITDA was $390.1 million.\n\nThe quantitative goals determined in early 2025 and the achievement levels for such goals were\n\ndesigned to ensure proper alignment between the 2025 EBP and the internal 2025 financial plan\n\nsupporting the guidance that we published at the beginning of 2025.\n\nThe chart below sets forth the 2025 quantitative goal performance levels and the achievement\n\nlevels for such goals, as well as actual Company performance for 2025 against which executive\n\nperformance was measured.\n\nPayout Scale\n\nPerformance\n\nMeasure\n\nWeight\n\n50%\n\n100%\n\n150%\n\n200%\n\nActual\n\nAchievement\n\nas Percent of\n\nTarget\n\nPayout of\n\nBonus\n\nOpportunity\n\n2025\n\nContribution\n\nex-TAC*\n\n40%\n\n$1,117\n\nmillion\n\n$1,201\n\nmillion\n\n$1,321\n\nmillion\n\n≥$1,381\n\nmillion\n\n$1,160\n\nmillion\n\n96.6%\n\n76%\n\n2025 Adjusted\n\nEBITDA*\n\n40%\n\n$333 \n\nmillion\n\n$392\n\nmillion\n\n$461\n\nmillion\n\n≥$490\n\nmillion\n\n$412\n\nmillion\n\n105.1%\n\n115%\n\n*Calculated on a constant currency basis and using the same exchange rate as was used to set the target performance\n\nlevels in February 2025. The Company's as reported constant currency Contribution ex-TAC was $1,160.7 million.\n\nAs shown above, year-over-year Contribution ex-TAC growth was 4% at constant currency, which\n\nresulted in a 96.6% payout for the Contribution ex-TAC portion of the quantitative goals, and Adjusted\n\nEBITDA was $412 million, which resulted in a payout of 105.1% on the Adjusted EBITDA portion of the\n\nquantitative goals, averaging 100.9% for the financial metric performance. This resulted in a total of 96%\n\nof the target bonus amounts to the 2025 EBP participants with 100% achievement of the qualitative goals\n\ndiscussed below.\n\nQualitative Goals\n\nPursuant to the EBP, the Board of Directors approved individual qualitative goals for each of the\n\n2025 EBP participants that were aligned to strategic performance objectives for those individuals. The\n\nqualitative goals were weighted 20% of the target bonus opportunity, and this component was evaluated\n\nat the discretion of the Board of Directors. The qualitative goals for 2025 were selected for Mr.\n\nKomasinski, Ms. Glickman, and Mr. Damon in the first half of 2025 by the compensation committee with\n\nthe intent to be rigorous and difficult to achieve. The qualitative goals for 2025 included: (i) for Mr.\n\nKomasinski, to refine and begin to deliver on a compelling three year strategy (including capital allocation\n\nstrategy), deliver on 2025 financial commitments, increase Criteo customer satisfaction and brand value,\n\ninspire, develop and retain talent towards long term success and effective organizational leadership; (ii)\n\nfor Ms. Glickman, to deliver against our numbers, enable Criteo’s strategy and execution, strengthen our\n\nfinance processes, share a compelling and measurable equity story and team leadership; and (iii) for Mr.\n\nDamon, to execute on various initiatives in legal and corporate affairs, prioritize key transformation\n\ninitiatives, deliver against our numbers for AdTech services and team leadership.\n\nThe compensation committee determined that the 2025 EBP participants generally exceeded the\n\nachievement of their respective qualitative objectives. The EBP, with Board of Directors approval, allows\n\nfor over-achievement of qualitative objectives, provided that the total bonus cap of 200% of target is not\n\n56\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nexceeded, so individual payout results may vary based on individual performance outcomes. For the\n\nqualitative portion of the 2025 EBP (weighted 20% of the total EBP), the compensation committee\n\nrecommended, and the Board of Directors approved, a 100% payout with respect to Mr. Komasinski, a\n\n100% payout with respect to Ms. Clarken (as provided for in her Transition Agreement), a 125% payout\n\nwith respect to Ms. Glickman, and a 125% payout with respect to Mr. Damon. No individual performance\n\nwas assessed and no annual bonus payable with respect to Mr. Gleason, as he left the Company\n\neffective July 29, 2025.\n\n2025 Annual Cash Bonus Payouts\n\nThe Board of Directors approved annual incentive bonus awards for each of the named\n\nexecutive officers as follows:\n\nName\n\nBonus\n\nTarget as %\n\nof Base\n\nSalary\n\nBonus\n\nTarget ($)\n\nQuantitative\n\nGoals\n\nAchievement\n\n(80%)\n\nQualitative\n\nGoals\n\nAchievement\n\n(20%)\n\nFunding\n\nMultiplier as\n\n% of Target\n\nActual\n\nPayout\n\nAmount\n\nMichael\n\nKomasinski\n\n100%\n\n$687,500\n\n95%\n\n100%\n\n96%\n\n$660,000\n\nMegan Clarken\n\n100%\n\n$146,986\n\n95%\n\n100%(1)\n\n96%\n\n$141,107\n\nSarah Glickman\n\n85%(2)\n\n$436,606\n\n95%\n\n125%\n\n101%\n\n$440,972\n\nRyan Damon\n\n70%\n\n$343,000\n\n95%\n\n125%\n\n101%\n\n$346,430\n\nBrian Gleason\n\n100%\n\n$330,822\n\n95%\n\n—%\n\n—%\n\n0(3)\n\n(1) The individual performance for Ms. Clarken was agreed to in the Transition Agreement dated August 26, 2024 between the\n\nCompany and Megan Clarken.\n\n(2) Ms. Glickman’s target bonus as a percentage of base salary was increased from 75% to 85% in 2025 to maintain market\n\ncompetitiveness.\n\n(3)  Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.\n\nLong-Term Incentives\n\nLong-term incentives (“LTIs”) in the form of equity awards represent an important tool for the\n\nCompany to attract industry leaders of the highest caliber in the technology industry and to retain them for\n\nthe long term. The majority of the total target direct compensation opportunity for our named executive\n\nofficers is provided in the form of long-term equity awards. We use equity awards to align our executive\n\nofficers’ financial interests with those of our shareholders by motivating them to drive the achievement of\n\nboth near-term and long-term corporate objectives.\n\nWe use a mix of RSUs and PSUs to provide LTIs to our executive officers pursuant to the\n\nCompany's 2015 Time-Based Restricted Stock Unit Plan and 2015 Performance-Based RSU Plan.  The\n\ncombination of Time-Based Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock\n\nUnits (“PSUs”) provide an appropriate balance between addressing retention objectives and driving\n\ncorporate performance, and is also consistent with the practice in a strong majority of our peer\n\ncompanies. The Board of Directors generally grants our executive officers equity awards each year as\n\npart of our annual review of our executive compensation program. The eligibility for, size of, and mix of\n\nany additional equity awards to each of our executive officers are determined after taking into account the\n\nfollowing factors:\n\n•the individual performance assessment of each executive officer, the results and contributions\n\ndelivered during the year, as well as his or her anticipated potential future impact;\n\n57\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•the competitive positioning of the target value of each equity award when compared to the equity\n\nvalues delivered to executives in comparable roles at the companies in our peer group and the\n\nbroader market for our industry sector;\n\n•the mix of RSUs and PSUs needed to stay at the forefront of our peer and broader market\n\npractices, as well as key investor and investor advisor guidelines;\n\n•the size and vesting schedule of existing equity awards in order to maximize the long-term\n\nretentive power of additional awards;\n\n•the size of each executive officer’s total cash compensation opportunity;\n\n•the Company’s overall performance relative to corporate objectives; and\n\n•the Company’s projected overall equity pool for the year and impact on available share reserves.\n\n2025 Annual Equity Awards\n\nAfter considering the factors set forth above, the Board of Directors, upon recommendation of the\n\ncompensation committee, determined that the 2025 LTI compensation to be granted to Mr. Komasinski,\n\nMs. Glickman, Mr. Damon and Mr. Gleason should be (i) 30% RSUs and 70% PSUs (35% financial PSUs\n\nand 35% TSR-based PSUs) for Mr. Komasinski; and (ii) 40% RSUs and 60% PSUs (30% financial PSUs\n\nand 30% TSR-based PSUs) for Ms. Glickman and Mr. Damon. Ms. Clarken was not considered for an\n\nequity award in view of her retirement on February 15, 2025 and Mr. Gleason’s equity award was forfeited\n\nin connection with his resignation as Chief Revenue Officer and President, Retail Media, effective July 29,\n\n2025.\n\nThe table below sets forth the equity awards granted by the Board of Directors to our named\n\nexecutive officers in 2025:\n\nName\n\nShares Issuable Upon\n\nVesting of PSUs Granted\n\nin 2025 (At Target)(1)\n\nShares Issuable Upon\n\nVesting of RSUs Granted\n\nin 2025\n\nTotal Value of Equity\n\nAwards in 2025 (in\n\nthousands)(2)\n\nMichael Komasinski\n\n120,482\n\n176,635(3)\n\n$9,591\n\nMegan Clarken\n\n0\n\n0\n\n$0\n\nSarah Glickman\n\n48,685\n\n32,456\n\n$3,300\n\nRyan Damon\n\n36,882\n\n24,588\n\n$2,500\n\nBrian Gleason(4)\n\n91,960\n\n28,522\n\n$4,900\n\n(1)  The number of PSUs set forth in this column show the PSU awards at target (100%). The number of PSU awards that may\n\nbe earned by our named executive officers assuming the maximum possible achievement of 200% of target (which would\n\nrepresent 240,964 PSUs for Mr. Komasinski, 97,370 PSUs for Ms. Glickman, 73,764 PSUs for Mr. Damon and 183,920\n\nPSUs for Mr. Gleason), with 50% of the amount granted in the form of financial PSUs and 50% granted in the form of TSR-\n\nbased PSUs. As set forth in the section below, 71% of the target of Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr.\n\nGleason’s 2025 financial PSU awards were earned based on the respective level of performance achieved.\n\n(2)  Under our Board of Directors approved equity award grant policy, the number of shares subject to each equity award is\n\nbased on the target value of the award divided by the average of the 45-trading-day closing price calculated on the date of\n\ndetermination. For this purpose, the “date of determination” is the date five (5) trading days prior to the date on which the\n\nBoard of Directors grants the equity award, provided that the fair market value of our shares is not more or less than 10% of\n\nthe closing market price of our shares on the date of determination. The values disclosed in this table may differ from the\n\ngrant date fair value of the 2025 stock awards as reported in the Summary Compensation Table, which is computed in\n\naccordance with the FASB ASC Topic 718.\n\n(3) The number of RSUs consists of 125,000 RSUs awarded to Mr. Komasinski in a supplemental grant of RSUs approved by\n\nthe Board of Directors in December 2025 in connection with a one‑time CEO retention action, and 51,635 RSUs awarded to\n\nMr. Komasinski in his initial grant in February 2025.\n\n(4)  As Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025, these PSUs and\n\nRSUs were forfeited in connection with his resignation.\n\n58\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n2025 PSU Awards\n\nOur Ordinary Shares subject to the PSUs granted to the named executive officers are to be\n\nearned contingent upon the attainment of performance goals set by the Board of Directors, with the\n\nearned shares (if any) subject to an additional time-based vesting requirement. In the first quarter of 2025,\n\nMr. Komasinski (including both his New Hire Awards and 2025 PSU award), Ms. Glickman, Mr. Damon\n\nand Mr. Gleason were granted, assuming achievement of the goals at the target level (100%), 120,482,\n\n48,685, 36,882 and 91,960 PSUs, respectively. 50% of each named executive officer's PSUs were\n\ngranted in the form of financial PSUs (the “Financial PSUs”) and the other 50% were granted in the form\n\nof TSR-based PSUs (the “TSR-Based PSUs”), provided that, as described above, Mr. Komasinski’s TSR-\n\nbased PSUs were converted to Financial PSUs in December 2025 (see “Compensation Discussion and\n\nAnalysis—New Hire Package and Year One Compensation for New CEO”). The Board of Directors set a\n\ncombination of 2025 Retail Media Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA as the\n\ngoal for the Financial PSUs and relative total shareholder return versus the Nasdaq Composite Index as\n\nthe goal for the TSR-Based PSUs, provided that with respect to Mr. Komasinski’s TSR-based PSUs that\n\nwere modified in December 2025, the financial targets will be based on the 2026 and 2027 financial plan.\n\nFinancial PSUs have a one-year performance measurement period and vest over three years.\n\nBecause French law prohibits vesting of restricted stock before the second anniversary of the grant date,\n\ntwo-thirds of the earned PSUs will vest on the second anniversary of the grant date; the remaining one-\n\nthird will vest on the third anniversary of the grant date.\n\nTSR-based PSUs are subject to an extended performance measurement period, such that 50%\n\nwill vest based on the Company's TSR performance relative to that of the Nasdaq Composite Index\n\nthrough the second anniversary of the grant date, and the remaining 50% will vest based on the\n\nCompany's TSR performance relative to that of the Nasdaq Composite Index through the third\n\nanniversary of the grant date.\n\nFollowing a review of prevailing market practice with the advice of Compensia, our Board of\n\nDirectors granted these awards with a maximum payout opportunity tied to maximum defined\n\nperformance levels at 200% of target to create a long-term incentive opportunity to incentivize and reward\n\nover-performance. Any excess (unearned) portion of the grant will be recaptured (and returned to the\n\nequity pool), which for the financial PSUs, will occur in the year following the grant date, well in advance\n\nof the financial PSUs’ vesting date.  Below we have described the application of the 2025 financial goals\n\nthat apply to Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 PSU grants.\n\nFinancial PSUs\n\nGiven its critical importance to our shareholders, and the impact on future growth, the\n\ncompensation committee and Board of Directors determined it was appropriate to maintain Retail Media\n\nContribution ex-TAC as the primary performance metric for the Financial PSUs in 2025, weighted at 60%,\n\nbut then balanced with the broader financial metrics of Adjusted EBITDA and Contribution ex-TAC, each\n\nwith a 20% weighting. Furthermore, our compensation committee and Board of Directors determined that\n\nit was appropriate to maintain a one-year performance period for the Financial PSUs for 2025, while\n\nmaintaining a longer, multi-year performance period for the TSR-Based PSUs.\n\n59\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThe following table sets forth the 2025 achievement and related payout levels for the Retail\n\nMedia Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA metrics for the Financial\n\nPSUs, as well as the actual Company performance for 2025.\n\nPayout Scale\n\nPerformance\n\nMeasure\n\nWeight\n\n50%\n\n100%\n\n150%\n\n200%\n\nActual\n\nBonus\n\nFactor\n\nAchievement\n\nPlan\n\nPayout\n\n(Percent of\n\nTarget)\n\n2025 Retail\n\nMedia\n\nContribution\n\nex-TAC(1)\n\n60%\n\n$252\n\nmillion(2)\n\n$308\n\nmillion\n\n$331\n\nmillion\n\n$354\n\nmillion\n\n$257\n\nmillion\n\n54%\n\n83.4%\n\n2025\n\nContribution\n\nex-TAC(1)\n\n20%\n\n$1,117\n\nmillion\n\n$1,201\n\nmillion\n\n$1,321\n\nmillion\n\n$1,381\n\nmillion\n\n$1,160\n\nmillion*\n\n76%\n\n96.6%\n\n2025 Adjusted\n\nEBITDA(1)\n\n20%\n\n$333 \n\nmillion\n\n$392\n\nmillion\n\n$461\n\nmillion\n\n$490\n\nmillion\n\n$412\n\nmillion\n\n115%\n\n105.1%\n\n(1) Calculated on a constant currency basis and using the same exchange rate as was used to set the targets in\n\nFebruary 2025.\n\n(2) Reflects a reduction of the Retail Media Contribution ex-TAC threshold target achievement level from $277\n\nmillion to $252 million, as approved by the Board of Directors in December 2025. For more information on this\n\nrevision, please see the discussion below.\n\nUpon review of the projected achievement level of 2025 Financial PSUs, the Board of Directors\n\ndetermined that the impact of the reduced scope for two specific Retail Media clients, as disclosed on\n\nMay 2, 2025, would have disproportionate impact on the overall result of our Retail Media Contribution ex-\n\nTAC metric, which represented 60% of the total plan. The Board of Directors therefore decided in\n\nDecember 2025 to reduce the minimum threshold achievement level for this particular performance\n\ncondition from $277 million to $252 million, representing flat year-on-year growth, in order to allow for\n\npotential limited payout on this component if positive growth were still achieved, while keeping the original\n\ntarget for Retail Media Contribution ex-TAC and related achievement levels unchanged. The Board of\n\nDirectors determined that this would still allow for a partial payout with respect to this metric, which would\n\nstill be well below target achievement level, and believed that this would result in a more balanced\n\nrepresentation of the Company’s overall financial performance.\n\nActual Retail Media Contribution ex-TAC for 2025 was $257 million, actual Contribution ex-TAC\n\nfor 2025 was $1,160 million, and actual Adjusted EBITDA for 2025 was $412 million, each as calculated\n\non a constant currency basis using the same exchange rate as was used to set the targets, resulting in a\n\n71% of target payout with respect to the Financial PSUs.\n\nNamed Executive\n\nOfficer\n\nTitle\n\n2025 Financial\n\nPSU Target\n\nPayout\n\nMichael Komasinski\n\nCEO\n\n60,241\n\n42,771\n\nSarah Glickman\n\nCFO\n\n24,343\n\n17,284\n\nRyan Damon\n\nCLTO\n\n18,441\n\n13,093\n\nOur compensation committee and Board of Directors believe that a time-based vesting\n\nrequirement for any earned PSUs is important to satisfy our retention objectives and longer-term\n\nalignment with our shareholders’ interests. The Financial PSUs earned with respect to 2025 are subject to\n\n60\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nan overall three-year vesting schedule, which vesting is subject to the named executive officer’s\n\ncontinued employment with the Company as of the applicable vesting date.\n\nTSR-Based PSUs\n\nWith regard to the TSR-based PSUs, the compensation committee and the Board of Directors\n\nbelieve that the use of a TSR metric promotes longer-term alignment with shareholders and a relative\n\nmetric establishes a direct link between the compensation of our named executive officers and long-term\n\nenterprise value creation as payouts under the PSUs are determined by the Company's long-term TSR\n\nperformance relative to that of the Nasdaq Composite Index. The compensation committee and the Board\n\nof Directors, determined that the use of the Nasdaq Composite Index was an appropriate benchmark\n\ngiven the broad-market nature of the index, its use among other software/media companies, its\n\nadministrative simplicity and its transparency.\n\nIn setting the performance goals for the 2025 TSR-based PSUs, after considering market best\n\npractices, the Board of Directors determined that payouts under the TSR-based PSUs would range from\n\n0% to 200% of the target PSUs, with relative TSR performance at the 55th percentile resulting in 100%\n\npayout, and relative performance at the 80th percentile or better resulting in a 200% payout; provided,\n\nhowever, that if the Company's absolute TSR is negative, then payout for the TSR-based PSUs cannot\n\nexceed 100% regardless of the Company's relative percentile performance. In this way, the payouts under\n\nthe TSR-based PSUs are intended to be aligned with performance levels that are considered challenging.\n\nTo facilitate the transition to the use of multi-year performance measurement periods, the Board\n\nof Directors determined that it was appropriate to measure relative TSR compared to the Nasdaq\n\nComposite Index over a two-year performance period for 50% of the TSR-based PSUs and over a three-\n\nyear performance period for the other 50% of the PSUs, in each case with the PSUs subject to the\n\nawards to be earned and vest through the second and third anniversaries, respectively of the awards’\n\ngrant date, which vesting is subject to the named executive officer’s continued employment with the\n\nCompany as of the applicable vesting date.\n\nThe following table sets forth the 2024 Total Shareholder Return goal for the 2024 TSR-Based\n\nPSU awards.\n\nCriteo’s TSR Percentile vs. Nasdaq Composite\n\nIndex(1)\n\nPotential Percentage of TSR-Based PSUs\n\nEarned(2)(3)\n\n0 - 30th\n\n0%\n\n55th\n\n100% (Target)\n\n80th - 100th\n\n200% (Max)\n\n(1)  TSR is measured as the percentage change in the 30-trading-day average adjusted closing price of a\n\nshare of Criteo and the Nasdaq Composite Index as measured on the first and last day of the applicable\n\ntwo-year and three-year performance periods beginning on March 1, 2024, the grant date of the TSR-\n\nbased PSUs.\n\n(2)  Achievement is linear for relative TSR between tranches and paid to one decimal point.\n\n(3)  Earned PSUs are capped at target (100%) if the Company's absolute TSR is negative.\n\nAs well as meeting the relative TSR performance goals, the executive officers must remain\n\nemployed through the second and third anniversaries of the TSR-based PSU grant date in order to vest in\n\nthe PSUs.\n\n61\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThe first 50% tranche of the TSR-based PSUs, with a performance period measured from March\n\n1, 2024 to March 1, 2026, resulted in the Company’s TSR percentile at (38.34%) and therefore a payout\n\nat 33%.\n\nThe second 50% tranche of the TSR-based PSUs granted to Ms. Glickman and Mr. Damon in\n\n2024 will not vest (if earned) until March 2027.\n\nApplicable Named\n\nExecutive Officers\n\nTitle\n\n2024 TSR PSU\n\nTranche 1 at Target\n\nPayout\n\nSarah Glickman\n\nCFO\n\n14,894\n\n4,915\n\nRyan Damon\n\nCLTO\n\n12,622\n\n4,165\n\n2025 RSU Awards\n\nOur 2025 RSU awards have a four-year vesting schedule. Because French law prohibits vesting\n\nof restricted stock before the second anniversary of the grant date, 50% of the award vests on the second\n\nanniversary of the date of grant, and the remainder vests in equal quarterly installments thereafter over\n\nthe subsequent two-year period, which vesting is subject to the named executive officer’s continued\n\nemployment with the Company as of the applicable vesting date.\n\nShare Ownership and Equity Awards\n\nAs discussed above, long-term incentive compensation in the form of equity awards is an\n\nimportant tool for the Company to attract industry leaders of the highest caliber in the global technology\n\nindustry and to retain them for the long term. The majority of our named executive officers’ target total\n\ndirect compensation opportunity is provided in the form of long-term equity awards. We use equity awards\n\nto align our executive officers’ financial interests with those of our shareholders by motivating them to\n\nassist with the achievement of both short-term and long-term corporate objectives.\n\nAs a result, each of our named executive officers accumulates substantial exposure to our stock\n\nprice, which, when coupled with time-based and performance-based vesting, we believe results in strong\n\nalignment of our executives’ interests with those of our shareholders. Furthermore, our Insider Trading\n\nPolicy prohibits short sales, trading in derivative instruments and other inherently speculative transactions\n\nin our equity securities by our employees and related persons.\n\nShare Ownership Requirements\n\nWe maintain share ownership guidelines for our Section 16 executive officers. In October 2025,\n\nthe Board of Directors, upon the recommendation of the Compensation Committee, amended the share\n\nownership guidelines to more closely align with market practices. Under the amended guidelines (i) our\n\nChief Executive Officer is required to acquire and own securities in an amount equal to the lesser of (a)\n\n200,000 shares or (b) five times the Chief Executive Officer’s annual base salary and (ii) all other Section\n\n16 executive officers are required to acquire and own securities in an amount equal to the lesser of (a)\n\n45,000 shares or (b) two times their annual base salary. For purposes of this requirement under the\n\namended guidelines, the after-tax value of all unvested RSUs and earned unvested PSUs is included and\n\n“in-the-money” value of vested but unexercised stock options is not included. The Section 16 officers are\n\nrequired to meet their applicable ownership requirements within five years of becoming subject to them. If\n\nrequired share ownership is not satisfied within five years, the individual must retain 50% of any shares\n\nresulting from vested RSUs or PSUs until the guidelines are met. \n\n62\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nWe also maintain share ownership guidelines for our non-employee directors (including the\n\nchairperson of our Board of Directors). For more details on the non-employee director share ownership\n\nguidelines, see “Director Compensation—Non-Employee Director Share Ownership Guidelines.”\n\nIn addition to these share ownership guidelines, our Board of Directors require that one percent of\n\nthe shares resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by\n\nour chairperson (if applicable), Chief Executive Officer and Deputy Chief Executive Officers (“directeurs\n\ngénéraux délégués”), if any, be held by such persons until the termination of their respective offices. For\n\n2025, (i)  Ms. Picard was the chairperson of our Board of Directors until April 9, 2025, (ii) Mr. van der Kooi\n\nwas the chairperson of our Board of Directors as from April 9, 2025, (iii) Ms. Clarken was our Chief\n\nExecutive Officer until February 15, 2025 and (iv) Mr. Komasinski was our Chief Executive Officer as from\n\nFebruary 15, 2025. \n\nThe table below shows the total exposure that each of our named executive officers had to\n\nCriteo’s stock as of March 31, 2026, including both vested and unvested equity awards. Ms. Clarken\n\nretired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief\n\nRevenue Officer and President, Retail Media, effective July 29, 2025, and they are therefore no longer\n\nsubject to the Company’s share ownership guidelines.\n\nName\n\nOrdinary Shares and\n\nADSs (1)\n\nSecurities underlying\n\noption awards (2)\n\nSecurities underlying RSU\n\nand PSU awards (3)\n\nTotal\n\nMichael Komasinski\n\n—\n\n—\n\n1,109,399\n\n1,109,399\n\nSarah Glickman\n\n213,063\n\n—\n\n410,031\n\n623,094\n\nRyan Damon\n\n3,850\n\n—\n\n316,294\n\n320,144\n\nTotal for all named executive officers:\n\n2,052,637\n\n(1)  The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers.\n\n(2)  The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For\n\nmore information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers\n\nas of December 31, 2025, please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.”\n\n(3)  The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of\n\nDirectors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2025, please see\n\n“Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.” For more information applicable to PSU awards, please see “—\n\nLong-Term Incentives.”\n\nOther Compensation Information\n\nEmployee Benefit Programs\n\nEach of our executive officers is eligible to participate in the employee benefit plans available to\n\nour employees in the country in which they are employed, including medical, dental, group life and\n\ndisability insurance, in each case on the same basis as other employees in such country, subject to\n\napplicable law. We also provide vacation and other paid holidays to all employees, including executive\n\nofficers, all of which we believe to be comparable to those provided at peer companies. These benefit\n\nprograms are designed to enable us to attract and retain our workforce in a competitive marketplace.\n\nHealth, welfare and vacation benefits ensure that we have a productive and focused workforce through\n\nreliable and competitive health and other benefits.\n\nOur retirement savings plan for U.S. employees is a tax-qualified 401(k) retirement savings plan\n\n(the “401(k) Plan”), pursuant to which all employees, including any named executive officer employed by\n\nour U.S. subsidiary (Criteo Corp.), are able to contribute certain amounts of their annual compensation,\n\nsubject to limits prescribed by the Internal Revenue Code. In 2025, we provided a 100% matching\n\ncontribution on employee contributions up to the first 3% of eligible compensation and a 50% matching\n\ncontribution for the next 2% of eligible compensation. Each of Mr. Komasinski, Ms. Glickman, and Mr.\n\nDamon participate, and Ms. Clarken and Mr. Gleason participated until they departed the Company, on\n\nthe same basis as our other eligible employees.\n\n63\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nPerquisites and Other Personal Benefits\n\nWe provide limited perquisites to our named executive officers. For more information on the\n\nperquisites and other personal benefits provided to our named executive officers, please refer to footnote\n\n(7) to the 2025 Summary Compensation Table in “Executive Compensation – Compensation Tables”\n\nincluded elsewhere in this proxy statement.\n\nTiming of Compensation Actions\n\nCompensation, including base salary adjustments, for our named executive officers is reviewed\n\nannually, usually in the first quarter of the fiscal year, and upon promotion or other changes in job\n\nresponsibilities.\n\n Equity Grant Policy\n\nIn fiscal year 2025, we did not grant any stock options, stock appreciation rights or similar awards\n\nunder the Criteo Amended 2016 Stock Option Plan and we have not granted stock options to our named\n\nexecutive officers since December 2019. There are no current plans to grant stock options, stock\n\nappreciation rights or other similar appreciation-based awards as incentive compensation. The timing of\n\nour equity grants to the named executive officers is set without regard to anticipated earnings or other\n\nmajor announcements by the Company.\n\nShort Sale and Derivatives Trading Policy\n\nAs noted in more detail above under the caption “Insider Trading and Anti-Hedging/Pledging\n\nPolicies,” our Insider Trading Policy prohibits short sales, trading in derivative instruments and other\n\ninherently speculative transactions in our equity securities by our employees and related persons.\n\nExecutive Compensation Recovery (“Clawback”) Policy\n\nWe maintain a “clawback” policy, adopted by our Board of Directors in October 2023, which\n\nincorporates the requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing\n\nstandards. The clawback policy requires us to recoup erroneously awarded incentive-based\n\ncompensation from current and former executive officers (as such term is defined in Rule 10D-1, for\n\npurposes of this section, a “Section 16 officer”) in the event that the Company is required to prepare an\n\naccounting restatement due to material noncompliance with any financial reporting requirement under\n\nsecurities laws. The clawback policy became effective with respect to incentive-based compensation\n\nreceived by such Section 16 officers on or after October 2, 2023. A copy of the clawback policy is filed as\n\nExhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with\n\nthe SEC on February 26, 2026.\n\nRisks Related to Compensation Policies and Practices\n\nAs part of the Board of Directors’ risk oversight role, our compensation committee at least\n\nannually reviews and evaluates the risks associated with our compensation programs. The compensation\n\ncommittee has reviewed our compensation practices as generally applicable to our employees and\n\nbelieves that our policies do not encourage excessive and unnecessary risk-taking, and that the level of\n\nrisk that they do encourage is not reasonably likely to have a material adverse effect on the Company. In\n\nmaking this determination, the compensation committee considered the following:\n\n•the Company’s use of different types of compensation vehicles to provide a balance of short-term\n\nand long-term incentives with fixed and variable components;\n\n•the granting of equity-based awards that are earned based on performance (in the case of\n\nexecutive officers) and subject to time-based vesting, which aligns employee compensation with\n\nCompany performance, encouraging participants to generate long-term appreciation in equity\n\nvalues;\n\n64\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•the Company’s annual bonus determinations for each employee being tied to achievement of\n\nCompany goals, which goals seek to promote retention on behalf of the Company and to create\n\nlong-term value for our shareholders; and\n\n•the Company’s system of internal control over financial reporting and code of business conduct\n\nand ethics, which among other things, reduce the likelihood of manipulation of the Company’s\n\nfinancial performance to enhance payments under any of its incentive plans.\n\n65\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCOMPENSATION COMMITTEE REPORT\n\nThe compensation committee has reviewed and discussed the Compensation Discussion and\n\nAnalysis required by Item 402(b) of Regulation S-K with management. Based on such review and\n\ndiscussions, the compensation committee recommended to the Board of Directors that the Compensation\n\nDiscussion and Analysis be included in this proxy statement.\n\nTHE COMPENSATION COMMITTEE\n\nNathalie Balla (Chair)\n\nEdmond Mesrobian\n\nErnst Teunissen\n\n66\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCOMPENSATION TABLES\n\nSummary Compensation Table\n\nThe following Summary Compensation Table sets forth, for the three years ended December 31, 2025, 2024 and\n\n2023, respectively, the compensation earned by (i) our principal executive officer, (ii), our former principal executive officer\n\nwho served during a portion of the fiscal year,  (iii) our principal financial officer, (iv) our other executive officer, other than\n\nthe principal executive officer and the principal financial officer, who was serving as of the end of the fiscal year, and (v)\n\nour former executive officer who served during a portion of the fiscal year. (collectively, our named executive officers).\n\nName and Principal Position\n\nYear\n\nSalary\n\n($)(1)\n\nBonus\n\n($)(2)\n\nStock\n\nAwards\n\n($)(3)(4)(5)\n\nOption\n\nAwards\n\n($)(3)\n\nNon-Equity\n\nIncentive\n\nPlan\n\nCompensation\n\n($)(6)\n\nAll Other\n\nCompensation\n\n($)(7)\n\nTotal\n\n($)\n\nMichael Komasinski\n\n2025\n\n657,534\n\n1,100,000\n\n10,043,994\n\n—\n\n660,000\n\n16,032\n\n12,477,560\n\nChief Executive Officer\n\nMegan Clarken (8)\n\n2025\n\n146,986\n\n—\n\n—\n\n—\n\n141,107\n\n151,951\n\n440,044\n\nFormer Chief Executive Officer\n\n2024\n\n711,325\n\n—\n\n8,818,593\n\n—\n\n1,001,546\n\n124,206\n\n10,655,670\n\n2023\n\n665,000\n\n—\n\n7,729,000\n\n—\n\n768,819\n\n50,844\n\n9,213,663\n\nSarah Glickman\n\n2025\n\n529,000\n\n3,593,941\n\n—\n\n440,972\n\n16,322\n\n4,580,235\n\nChief Financial Officer\n\n2024\n\n516,817\n\n100,000\n\n3,251,846\n\n—\n\n514,750\n\n16,122\n\n4,399,535\n\n2023\n\n476,000\n\n—\n\n3,138,000\n\n—\n\n412,953\n\n14,132\n\n4,041,085\n\nRyan Damon\n\n2025\n\n490,000\n\n2,722,660\n\n—\n\n346,430\n\n9,830\n\n3,568,920\n\nChief Legal and Transformation\n\n2024\n\n482,541\n\n100,000\n\n2,755,814\n\n—\n\n414,411\n\n8,713\n\n3,761,479\n\nOfficer\n\n2023\n\n455,000\n\n—\n\n2,092,000\n\n—\n\n371,519\n\n6,349\n\n2,924,868\n\nBrian Gleason (9)\n\n2025\n\n330,822\n\n5,516,191\n\n—\n\n—\n\n15,039\n\n5,862,052\n\nFormer Chief Revenue Officer\n\n2024\n\n550,137\n\n200,000\n\n3,196,564\n\n—\n\n774,593\n\n15,042\n\n4,736,336\n\nand President, Retail Media\n\n(1)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S.\n\ndollars. In 2023, 2024 and 2025, all compensation calculations were in U.S. dollars.\n\n(2)The amounts reported in the “Bonus” column include an integration bonus related to the August 2022 acquisition of Iponweb,\n\nwhich was granted to members of the leadership team. For Michael Komasinski, this includes (i) a sign-on bonus pursuant to\n\nhis management agreement and (ii) a discretionary cash payment of $100,000 approved by the Board of Directors as an\n\nextension of Mr. Komasinski’s sign-on bonus, which discretionary amount was paid in cash and is taxable as ordinary income\n\n(for more information, see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New\n\nCEO”). For Brian Gleason, this amount also includes the last installment of his retention bonus in 2024.\n\n(3)The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each\n\naward computed in accordance with FASB ASC Topic 718. For information regarding the assumptions used in determining the\n\nfair value of awards granted in 2025, 2024 and 2023 please refer to Note 15, Note 16 and Note 16 (Share-based\n\nCompensation), respectively, of our Annual Reports on Form 10-K, each as filed with the SEC on February 26, 2026, February\n\n26, 2025 and February 23, 2024, respectively.\n\n(4)The amounts reported in the “Stock Awards” column reflect the grant date fair value of the PSU awards measured at target\n\n(100%) for financial PSUs, and using a Monte-Carlo valuation model of market conditions for TSR-based PSUs, for all years\n\nshown, computed in accordance with FASB ASC Topic 718. The grant date face value for the relative TSR-based PSUs, as\n\nconsidered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732 for Ms. Glickman,\n\n$715,695 for Mr. Damon and $1,784,484 for Mr. Gleason. Note, however, that the maximum PSU payout possible for year\n\n2023 is 150% of target and 200% of target for 2024 and 2025.  The grant date fair value assuming the highest level of\n\nperformance conditions will be achieved for the financial PSUs granted in 2025, calculated as the maximum PSU payout\n\npossible for year 2025 (200% of target) multiplied by the per-share grant date fair value, would be $4,675,906 for Mr.\n\nKomasinski, $1,889,465 for Ms. Glickman, $1,431,390 for Mr. Damon and $3,568,968 for Mr. Gleason. The modification of Mr.\n\nKomasinski’s 2025 financial PSUs resulted in no incremental compensation expense and thus did not affect the grant date fair\n\n67\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nvalue as computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for the\n\nmodification of Mr. Komasinski’s 2025 financial PSUs, see “Compensation Discussion and Analysis—New Hire Package and\n\nYear One Compensation for New CEO.”\n\n(5)The amount reported for Mr. Komasinski includes (i) a supplemental grant of 125,000 RSUs with a grant date value of\n\n$2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action; and (ii)\n\nthe incremental fair value of $362,356 related to the conversion of his relative TSR PSUs to financial PSUs, in each case,\n\ncomputed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for these actions, see\n\n“Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”\n\n(6)The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amount of the cash incentive\n\nbonus earned by our named executive officers for performance for the three years ended December 31, 2025, 2024 and 2023\n\nunder the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation\n\nProgram—Annual Incentive Bonus” for the discussion and analysis of the annual cash incentives earned by each named\n\nexecutive officer in respect of 2025.\n\n(7)The amounts reported in the “All Other Compensation” column for 2025 include the benefits set forth in the table below. The\n\nincremental cost to the Company is based on premiums paid and amounts reimbursed by the Company to the named\n\nexecutive officer.\n\nNamed Executive\n\nOfficer\n\nLife Insurance\n\nand Disability\n\nBenefit Plan\n\nContributions\n\n($)(a)\n\nDefined\n\nContribution Plan\n\nContributions\n\n($)(b)\n\nTax\n\nReimbursements\n\n($)(c)\n\nTax Assistance\n\n($)(d)\n\nAdvisor Fees\n\n($)(e)\n\nMichael\n\nKomasinski\n\n2,032\n\n14,000\n\n—\n\n—\n\n—\n\nMegan Clarken\n\n1,137\n\n14,000\n\n21,022\n\n32,402(f)\n\n83,390\n\nSarah Glickman\n\n2,322\n\n14,000\n\n—\n\n—\n\n—\n\nRyan Damon\n\n1,242\n\n—\n\n4,208\n\n4,380\n\n—\n\nBrian Gleason\n\n725\n\n14,000\n\n315\n\n—\n\n—\n\n(a)Represents the cost of any life insurance and disability plan premium.\n\n(b)Represents the cost of our employer contributions to the 401(k) plan accounts of Mr. Komasinski, Ms. Clarken, Ms.\n\nGlickman, Mr. Damon and Mr. Gleason, for those who elected to participate in our 401(k) plan.\n\n(c)Represents Company-paid taxes for items such as tax filing assistance. For Ms. Clarken, certain tax assistance\n\nbenefits were agreed to pursuant to her Transition Agreement. \n\n(d)  Represents tax assistance to support filings related to trailing income from past international mobility or requirements\n\ntriggered by working time spent in different countries.\n\n(e)  Represents the cost to the Company of Ms. Clarken’s compensation as a senior advisor to the Company.\n\n(f)Represents the aggregate amount of various invoices processed and reported through payroll as imputed income,\n\nwhich reflects the actual incremental costs paid by the Company to provide this tax assistance for Ms. Clarken.\n\n(8)Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025.\n\n(9)Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.\n\n68\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n2025 Grants of Plan-Based Awards Table \n\nThe following table sets forth the grants of plan-based awards to the named executive officers during the year\n\nended December 31, 2025.\n\nName\n\nEstimated Future Payouts Under\n\nNon-Equity Incentive Plan Awards\n\n(1)\n\nEstimated Future Payouts Under\n\nEquity Incentive Plan Awards\n\n(2)\n\nAll Other\n\nStock\n\nAwards:\n\nNumber\n\nof\n\nShares of\n\nStock or\n\nUnits\n\n(#)(3)\n\nAll Other\n\nOption\n\nAwards:\n\nNumber of\n\nSecurities\n\nUnderlying\n\nOptions\n\n(#)\n\nExercise or\n\nBase Price\n\nof Option\n\nAwards\n\n($/Sh)\n\nGrant\n\nDate Fair\n\nValue of\n\nStock and\n\nOption\n\nAwards\n\n($)(4)\n\nGrant\n\nDate\n\nThreshold\n\n($)\n\nTarget\n\n($)\n\nMaximum\n\n($)\n\nThreshold\n\n(#)\n\nTarget\n\n(#)\n\nMaximum\n\n(#)\n\nMichael\n\nKomasinski(5)\n\n—\n\n343,750\n\n687,500\n\n1,375,000\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n2/28/2025\n\n—\n\n—\n\n—\n\n30,121\n\n60,241\n\n120,482\n\n—\n\n—\n\n—\n\n3,506,930\n\n2/28/2025\n\n—\n\n—\n\n—\n\n30,121\n\n60,241\n\n120,482\n\n—\n\n—\n\n—\n\n1,713,254\n\n2/28/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n51,635\n\n—\n\n—\n\n2,003,954\n\n12/22/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n125,000(6)\n\n—\n\n—\n\n2,457,500\n\n12/22/2025\n\n—\n\n—\n\n—\n\n30,121\n\n60,241\n\n120,482\n\n—\n\n—\n\n—\n\n362,356\n\nMegan Clarken(7)\n\n—\n\n73,493\n\n146,986\n\n293,972\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n2/28/2025\n\n—\n\n—\n\n—\n\n0\n\n0\n\n0\n\n—\n\n—\n\n—\n\n0\n\n2/28/2025\n\n—\n\n—\n\n—\n\n0\n\n0\n\n0\n\n—\n\n—\n\n—\n\n0\n\n2/28/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n0\n\n—\n\n—\n\n0\n\nSarah Glickman\n\n—\n\n218,303\n\n436,606\n\n873,212\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n2/28/2025\n\n—\n\n—\n\n—\n\n12,171\n\n24,343\n\n48,685\n\n—\n\n—\n\n—\n\n944,732\n\n2/28/2025\n\n—\n\n—\n\n—\n\n12,171\n\n24,342\n\n48,685\n\n—\n\n—\n\n—\n\n1,389,592\n\n2/28/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n32,456\n\n—\n\n—\n\n1,259,617\n\nRyan Damon\n\n—\n\n171,500\n\n343,000\n\n686,000\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n2/28/2025\n\n—\n\n—\n\n—\n\n9,221\n\n18,441\n\n48,685\n\n—\n\n—\n\n—\n\n715,695\n\n2/28/2025\n\n—\n\n—\n\n—\n\n9,221\n\n18,441\n\n48,685\n\n—\n\n—\n\n—\n\n1,052,704\n\n2/28/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n24,588\n\n—\n\n—\n\n954,260\n\nBrian Gleason(8)\n\n—\n\n0\n\n0\n\n0\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n2/28/2025\n\n—\n\n—\n\n—\n\n10,696\n\n21,392\n\n42,784\n\n—\n\n—\n\n—\n\n830,224\n\n2/28/2025\n\n—\n\n—\n\n—\n\n10,696\n\n21,392\n\n42,784\n\n—\n\n—\n\n—\n\n1,221,162\n\n2/28/2025\n\n—\n\n—\n\n—\n\n—\n\n—\n\n—\n\n28,522\n\n—\n\n—\n\n1,106,939\n\n(1)The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent each\n\nnamed executive officer’s annual cash bonus opportunity that could have been earned in respect of the annual cash incentive\n\nestablished in 2025 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of\n\nExecutive Compensation Program—Annual Incentive Bonus” for a discussion of the annual cash incentives earned by each\n\nnamed executive officer for 2025. The threshold achievement level for a particular performance condition affecting a portion of\n\nthe annual cash incentive opportunity was adjusted. For more information see “Compensation Discussion and Analysis—\n\nAnnual Incentive Bonus.”\n\n(2)All PSUs were granted under our Amended and Restated 2015 PSU Plan. The number of these PSUs that were actually\n\nearned and received by each named executive officer (if any) was determined in the following fiscal year. Of those PSUs\n\nactually earned and received, for the financial PSUs, two-thirds will vest on the two-year anniversary of the grant date, and the\n\n69\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nremainder will vest on the three-year anniversary of the grant date. For the TSR-based PSUs, 50% will be earned and vest on\n\nthe two-year anniversary of the grant and the remainder will vest on the three-year anniversary of the grant date.\n\n(3)All RSUs were granted under our Amended and Restated 2015 Time-Based RSU Plan.\n\n(4)Represents the grant date fair value, measured in accordance with FASB ASC Topic 718, of PSU awards and RSU awards\n\nmade in 2025. Grant date fair values are calculated pursuant to assumptions set forth in Note 15 of our 2025 Annual Report on\n\nForm 10-K as filed with the SEC on February 26, 2026. The grant date face value for the relative TSR-based PSUs comprising\n\nthe PSU awards, as considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732\n\nfor Ms. Glickman, $715,695 for Mr. Damon and $1,784,484 for Mr. Gleason. \n\n(5)On December 22, 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into\n\nfinancial PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while\n\npreserving the original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For\n\nmore information, please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for\n\nNew CEO.” The grant date for this modified award represents the modification date with respect to such award in accordance\n\nwith FASB ASC 718. The grant date fair value of this award represents the incremental fair value of the award as of the\n\nmodification date computed in accordance with FASB ASC Topic 718.\n\n(6)This RSU award represents a one-time grant of a time-vesting equity award to Mr. Komasinski, approved by the Board of\n\nDirectors in December 2025. For more information, please see “Compensation Discussion and Analysis—New Hire Package\n\nand Year One Compensation for New CEO.”\n\n(7)Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025. Due to Ms. Clarken’s retirement, she was\n\nnot eligible to participate in the full year bonus program, so the threshold, target and maximum amounts are pro-rated for 2025.\n\n(8)Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.\n\nExecutive Employment Agreements\n\nWe have entered into an employment agreement with each of the named executive officers and, in connection\n\nwith her retirement, a transition agreement with Ms. Clarken, the material terms of which are described below. Each of the\n\nagreements with our named executive officers is for an indefinite term. The provisions of these arrangements relating to\n\ntermination of employment are described under “Potential Payments Upon Termination or Change of Control” below. See\n\n“Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program” for a\n\ndiscussion of the elements of compensation of each of the named executive officers for the year ended December 31,\n\n2025.\n\nMr. Komasinski\n\nCriteo Corp. entered into a management agreement with Mr. Komasinski, dated as of December 18, 2024, in\n\nconnection with his employment by Criteo Corp. The management agreement, provided that Mr. Komasinski was entitled\n\nto receive an annual base salary of $750,000 and will be eligible to receive a target annual bonus opportunity equal to\n\n100% of his annual base salary and a maximum annual bonus opportunity equal to 200% of his annual base salary. The\n\nannual bonus opportunity pursuant to the Company’s Executive Bonus Plan is based on the Company’s financial\n\nperformance and the assessment by the Board of individual performance. Mr. Komasinski’s remuneration is in respect of\n\nhis role as Chief Executive Officer of our wholly-owned subsidiary, Criteo Corp.\n\nThe management agreement also provided that Mr. Komasinski would receive a sign-on bonus equal to\n\n$1,000,000 on the first regularly scheduled payroll date following his start date of February 15, 2025. In addition, Mr.\n\nKomasinski’s incentive-based compensation is subject to recoupment pursuant to the Company’s clawback policy\n\nadopted by the Board of Directors and in effect from time to time.\n\nThe management agreement provided that Mr. Komasinski would receive (i) a sign-on equity grant with an\n\naggregate grant date fair market value equal to $2,000,000 in the following mix of RSUs and PSUs: 30% RSUs and 70%\n\nPSUs (comprised of 35% Financial PSUs and 35% TSR-based PSUs (each as defined below)), and (ii) a 2025 annual\n\nequity grant with a grant date fair market value of $5,000,000 in the same mix of RSUs and PSUs as the sign-on equity\n\ngrant.\n\nPursuant to the management agreement, Mr. Komasinski is subject to customary restrictive covenants provided\n\nby the Company’s protective covenants agreement, including a requirement not to compete with the Company and its\n\naffiliates anywhere in the world for a period of 12 months after termination of employment. As an employee of Criteo\n\nCorp., Mr. Komasinski will not receive any additional compensation for his service on the Board of Directors.\n\n70\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nMs. Clarken\n\nOn August 26, 2024, we announced that Ms. Clarken would retire from the Company after completion of a search\n\nprocess for her successor and a transition period. To ensure a smooth transition, on August 26, 2024, Criteo Corp. and\n\nMs. Clarken entered into a Transition Agreement (the “Transition Agreement”), which set forth the terms of Ms. Clarken’s\n\nphased transition.\n\nPursuant to the terms of the Transition Agreement, Ms. Clarken served in a full-time capacity as Chief Executive\n\nOfficer and a member of the Board of Directors until her successor Chief Executive Officer was appointed by the Board of\n\nDirectors and commenced services (the “Transition Date”), which occurred with the appointment of Michael Komasinski\n\nwith the effective date of February 15, 2025. Ms. Clarken stepped down from her roles on the Transition Date and\n\nremained employed as a senior advisor to the Board of Directors and the Chief Executive Officer through November 15,\n\n2025, under the terms of the Transition Agreement. Ms. Clarken received a monthly salary equal to ten thousand dollars\n\n($10,000) for her services as a senior advisor.\n\nMs. Clarken did not receive any severance benefits in connection with her separation from the Company on\n\nNovember 15, 2025.\n\nMs. Glickman\n\nWe entered into an amended and restated executive employment agreement effective as of November 1, 2024\n\nwith Ms. Glickman, our Chief Financial Officer.  Under the terms of her employment agreement, Ms. Glickman was entitled\n\nto receive an annual base salary of $529,000 and a target annual bonus opportunity equal to 75% of her annual base\n\nsalary.\n\nOur Board of Directors determined that for year ended December 31, 2025, Ms. Glickman would receive an\n\nannual base salary of $529,000, and an increased target annual bonus opportunity equal to 85% of her annual base\n\nsalary.\n\nMr. Damon\n\nWe entered into an amended and restated executive employment agreement effective as of November 1, 2024\n\nwith Mr. Damon, our Chief Legal and Transformation Officer. Under the terms of his employment agreement, Mr. Damon\n\nwas entitled to receive an annual base salary of $490,000, and a target annual bonus opportunity equal to 70% of his\n\nannual base salary.\n\nOur Board of Directors determined that for year ended December 31, 2025, Mr. Damon would receive an annual\n\nbase salary of $490,000, with no change to his target annual bonus opportunity.\n\nMr. Gleason\n\nWe entered into an amended and restated executive employment agreement effective as of July 1, 2024 with Mr.\n\nGleason, our Chief Revenue Officer and President, Retail Media. Under the terms of his employment agreement, Mr.\n\nGleason was entitled to receive an annual base salary of $575,000, and a target annual bonus opportunity equal to 100%\n\nof his annual base salary. Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29,\n\n2025.\n\nMr. Gleason did not receive any severance benefits in connection with his resignation.\n\n71\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOutstanding Equity Awards at 2025 Fiscal Year End Table\n\nThe following table sets forth the number of securities underlying outstanding equity awards held by the named\n\nexecutive officers as of December 31, 2025. Ms. Clarken retired from her role as Chief Executive Officer on February 15,\n\n2025 and Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025. Neither\n\nMs. Clarken nor Mr. Gleason held outstanding equity awards subject to continued vesting or exercise as of December 31,\n\n2025.\n\nOption Awards\n\nStock Awards\n\nName\n\nGrant Date\n\nNumber of\n\nSecurities\n\nUnderlying\n\nUnexercised\n\nOptions\n\nExercisable\n\n(#)\n\nNumber of\n\nSecurities\n\nUnderlying\n\nUnexercised\n\nOptions\n\nUnexercisable\n\n(#)(1)\n\nOption\n\nExercise\n\nPrice\n\n($)(2)\n\nOption\n\nExpiration\n\nDate\n\nNumber\n\nof Shares\n\nor Units\n\nof Stock\n\nThat Have\n\nNot Vested\n\n(#)(1)(4)\n\nMarket\n\nValue of\n\nShares or\n\nUnits of\n\nStock That\n\nHave Not\n\nVested\n\n($)(5)\n\nEquity\n\nIncentive\n\nPlan Awards:\n\nNumber of\n\nUnearned\n\nShares, Units\n\nor Other\n\nRights\n\nThat Have\n\nNot Vested\n\n(#)(1)(3)\n\nEquity\n\nIncentive\n\nPlan Awards:\n\nMarket or\n\nPayout Value\n\nof Unearned\n\nShares, Units\n\nor Other\n\nRights That\n\nHave Not\n\nVested\n\n($)(5)\n\nMichael\n\nKomasinski\n\n02/28/2025\n\n—\n\n—\n\n—\n\n—\n\n51,635\n\n1,064,197\n\n240,964\n\n4,966,268\n\n12/22/2025\n\n—\n\n—\n\n—\n\n—\n\n125,000\n\n2,576,250\n\n—\n\n—\n\nMegan Clarken\n\n12/11/19\n\n86,715\n\n—\n\n16.61\n\n12/11/29\n\n—\n\n—\n\n—\n\n—\n\n03/01/2024\n\n—\n\n—\n\n—\n\n—\n\n57,522\n\n1,185,528\n\n—\n\n—\n\nSarah Glickman\n\n02/24/22\n\n—\n\n—\n\n—\n\n—\n\n3,833\n\n78,998\n\n—\n\n—\n\n02/23/23\n\n—\n\n—\n\n—\n\n—\n\n31,163\n\n642,269\n\n—\n\n—\n\n03/01/2024\n\n—\n\n—\n\n—\n\n—\n\n78441\n\n1,616,669\n\n59576\n\n1,227,861\n\n02/28/2025\n\n32456\n\n668,918\n\n97370\n\n2,006,796\n\nRyan Damon\n\n02/24/22\n\n—\n\n—\n\n—\n\n—\n\n2,449\n\n50,474\n\n—\n\n—\n\n02/23/23\n\n—\n\n—\n\n—\n\n—\n\n20,773\n\n428,132\n\n—\n\n—\n\n03/01/2024\n\n—\n\n—\n\n—\n\n—\n\n66476\n\n1,370,070\n\n50488\n\n1,040,558\n\n02/28/2025\n\n24588\n\n506,759\n\n73764\n\n1,520,276\n\nBrian Gleason\n\n03/01/2024\n\n—\n\n—\n\n—\n\n—\n\n16,067\n\n331,141\n\n—\n\n—\n\n(1)Refer to “Potential Payments upon Termination or Change of Control” below for circumstances under which the terms of the\n\nvesting of equity awards would be accelerated.\n\n(2)The applicable exchange rate for the exercise price of the stock option awards shown in the Outstanding Equity Awards at\n\nFiscal Year End table are as follows:\n\nDate\n\nEuro to U.S. Dollar Conversion Rate\n\n12/11/19\n\n1.1077\n\n(3)The PSUs prior to 2024 will generally vest as to 50% of the earned amount on the second anniversary of the date of grant and\n\nin eight equal quarterly installments thereafter, based on continued employment. The PSUs for grant dates in 2024 and 2025\n\nare provided at the maximum possible payout at 200% of target. Starting in 2024, the PSU vesting period was changed to 3\n\nyears, such that 2/3 of the earned amount will vest on the second anniversary date for financial PSUs and 50% for TSR-based\n\nPSUs, and on the third anniversary, the remaining 1/3 will vest for financial PSUs and remaining 50% for TSR-based PSUs. In\n\nDecember 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into financial\n\nPSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while preserving the\n\noriginal overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For more information,\n\nplease see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”\n\n(4)The RSUs will generally vest as to 50% on the two-year anniversary of the grant date, and the remainder will vest in eight\n\nequal quarterly installments thereafter. Mr. Komasinski received a supplemental grant of 125,000 RSUs with a grant date value\n\nof $2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action. The\n\nshares comprising this supplemental grant are subject to time-based vesting as follows: 2/3rd of the shares will vest on the\n\ntwo-year anniversary of the grant date, and the remaining 1/3rd will vest on the three-year anniversary of the grant date;\n\nhowever, if the conversion of the Company into a Luxembourg company is completed before the first anniversary of the grant\n\n72\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\ndate, then 1/3rd of the shares will vest on the anniversary of the grant date, 1/3rd of the shares will vest on the two-year\n\nanniversary of the grant date and the remaining 1/3rd will vest on the three-year anniversary of the grant date. For a\n\ndescription of the Board of Director’s rationale for this action, see “Compensation Discussion and Analysis—New Hire Package\n\nand Year One Compensation for New CEO.”\n\n(5)Determined with reference to $20.61, the closing price of an ADS on December 31, 2025.\n\nOption Exercises and Stock Vested in 2025 Table\n\nThe following table summarizes for each named executive officer the stock option exercises and shares vested\n\nfrom outstanding stock awards during the year ended December 31, 2025.\n\nOption Awards\n\nStock Awards\n\nName\n\nNumber of Shares\n\nAcquired on\n\nExercise\n\n(#)\n\nValue Realized\n\non\n\nExercise\n\n($)(1)\n\nNumber of\n\nShares\n\nAcquired on\n\nVesting\n\n(#)\n\nValue Realized\n\non\n\nVesting\n\n($)(2)\n\nMichael Komasinski\n\n—\n\n—\n\n—\n\n—\n\nMegan Clarken\n\n108,656\n\n3,947,363\n\n131,082\n\n4,741,836\n\nSarah Glickman\n\n—\n\n—\n\n54,102\n\n1,858,472\n\nRyan Damon\n\n—\n\n—\n\n32,652\n\n1,144,669\n\nBrian Gleason\n\n—\n\n—\n\n29,106\n\n1,066,527\n\n(1)Determined with reference to $37.70 for the exercise done on March 6, 2025; $36.66 for the exercise done on March 7, 2025;\n\n$34.92 for the exercise done on March 11, 2025; $35.80 for the exercise done on March 12, 2025; $36.23 for the exercise\n\ndone on March 14, 2025.\n\n(2)Determined by (a) multiplying the number of units that vested on a given vesting date by the closing price of an ADS on such\n\nvesting date and (b) aggregating the value realized upon vesting for units that vested during fiscal year 2025.\n\nPotential Payments upon Termination or a Change in Control\n\nIndividual Agreements\n\nWe have entered into employment arrangements and Protective Covenants Agreement, as described below,\n\nwhich require us to provide specified payments and benefits to certain of our named executive officers as a result of\n\ncertain terminations of employment, including following a change of control. Each of the employment arrangements with\n\nour named executive officers, discussed above in “Executive Compensation—Compensation Tables—Executive\n\nEmployment Agreements,” provide for severance, restrictive covenants or change of control payments. Ms. Clarken\n\nretired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief Revenue Officer\n\nand President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive Employment\n\nAgreements,” neither Ms. Clarken nor Mr. Gleason remain subject to other agreements with the Company involving\n\npayments as a result of such events.\n\nMr. Komasinski\n\nMr. Komasinski’s management agreement, provides for a potential severance payment in the event of certain\n\nterminations of employment with Criteo Corp. If Mr. Komasinski’s office as Chief Executive Officer of the Company is\n\nterminated by Criteo Corp. other than for cause and other than due to his death or disability, or by Mr. Komasinski for good\n\nreason (as such terms are defined in the management agreement) (each, an “Involuntary Termination”), subject to Mr.\n\nKomasinski’s execution of a general release of claims and continued compliance with the restrictive covenants set forth in\n\nhis Protective Covenants Agreement, Mr. Komasinski will be entitled to receive (i) cash severance equal to 12 months of\n\nhis then-current monthly base salary, (ii) an amount equal to his target annual bonus opportunity, with such amounts in (i)\n\nand (ii) payable in a lump sum on the 60th day following the date of such termination, (iii) bonus amounts earned for\n\n73\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\ncompleted performance periods that remain unpaid as of the termination date, payable when such bonus amounts are\n\npaid to other senior officers, (iv) the cost of COBRA premiums under the Company’s group health and welfare plans for\n\nthe 12-month period following the termination date, and (v) continued vesting of all outstanding, unvested RSUs and\n\nPSUs as if Mr. Komasinski remained employed for 12 months following such termination (with the PSUs vesting based on\n\nactual performance at the end of the applicable performance year, as determined by the Board of Directors).\n\nUnder the management agreement, if Mr. Komasinski’s office as Chief Executive Officer of the Company is\n\nterminated due to an Involuntary Termination within one year following a Change in Control (as defined in the\n\nmanagement agreement), subject to Mr. Komasinski’s execution of a general release of claims and continued compliance\n\nwith the restrictive covenants set forth in his Protective Covenants Agreement, Mr. Komasinski will be entitled to receive\n\nthe severance payments and benefits described above, with immediate vesting of all outstanding unvested RSUs and\n\nPSUs based on achievement of the target level of performance, provided that no RSU or PSU granted within the one-year\n\nperiod prior to the date of Mr. Komasinski’s termination will vest (but, in such event, any unvested RSUs or PSUs will\n\ncontinue to vest as if Mr. Komasinski remained in service for up to 12 months following the termination date.\n\nAny RSUs or PSUs that become vested pursuant to the terms of his management agreement will be subject to a\n\nholding period until the second anniversary of the date of grant of the award, and the shares relating to such vested RSUs\n\nand PSUs will be definitively acquired by (delivered to) Mr. Komasinski no earlier than the expiration of the required\n\nholding period.\n\nMs. Glickman and Mr. Damon\n\nThe employment agreements with Ms. Glickman and Mr. Damon (each an “executive” and collectively, the\n\n“executives”) provide for a potential severance payment in the event the executive is terminated by us without Cause or\n\nresigns with Good Reason (as such terms are defined in the employment agreements). In such an event, the executive\n\nwill be entitled to receive, on the 60th day following the Termination Date (as defined in the employment agreement), a\n\nlump sum cash amount (less applicable withholdings) equal to the sum of (i) the product of (x) 12 (or in the event of a\n\nchange of control (as defined in the employment agreement) and a subsequent involuntary termination within 12 months\n\nfollowing the date of such change of control, also 12), and (y) the executive’s monthly base salary rate as then in effect\n\n(without giving effect to any reduction in base salary amounting to Good Reason), (ii) an amount equal to the product of\n\n(x) 100% (or in the event of a change of control (as defined in the employment agreement) and a subsequent involuntary\n\ntermination within 12 months following the date of such change of control, also 100%) and (y) the executive’s annual\n\nbonus for the calendar year during which the termination occurs, calculated based on the bonus that would have been\n\npaid to the executive if the executive’s employment had not terminated and if all performance-based milestones were\n\nachieved at the 100% level by both the Company and the executive, such bonus to be, solely for the purpose of defining\n\nseverance benefits, (iii) all bonus amounts earned for completed performance periods prior to the termination date but\n\nwhich otherwise remain unpaid as of the termination date, (iv) the cost of COBRA premiums under Criteo Corp.’s group\n\nhealth insurance plans in the United States for the 12-month period following the termination date and (v) continued\n\nvesting of outstanding unvested RSUs and PSUs as if the executive remained employed for six months following the\n\ntermination date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as\n\ndetermined by the Board of Directors in its reasonable discretion).\n\nIn addition, in the event that the executive is terminated by us without Cause or resigns with Good Reason, in\n\neach case, upon or within 12 months following a change in control of the Company (as defined in the 2016 Stock Option\n\nPlan), all of the executive’s equity awards will accelerate and become exercisable as of their termination date, provided\n\nthat the PSUs will vest in the amount that would become vested assuming achievement of the target level of performance,\n\nand provided further that in all instances the provisions of the Amended and Restated 2015 RSU Plan and the Amended\n\nand Restated 2015 PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will\n\ncontinue to apply, such that no RSUs or PSUs granted within the one-year period prior to the date of the executive’s\n\ntermination will vest (but, in such event, any unvested RSUs or PSUs will continue to vest as if the executive remained in\n\nservice for up to 12 months following the termination date to enable those unvested shares to also ultimately accelerate\n\nand vest as stated above).\n\nAny RSUs or PSUs that become vested pursuant to the terms of the executive’s employment agreement will be\n\nsubject to a holding period until the second anniversary of the date of grant of the award and the shares relating to such\n\n74\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nvested RSUs and PSUs will be definitively acquired by (delivered to) the executive no earlier than the expiration of the\n\nrequired holding period.\n\nTreatment Under Equity Plans\n\nStock Option Plans\n\nEach of our 2014 Stock Option Plan and 2016 Stock Option Plan, as amended, provides that in the event of a\n\nchange of control of the Company (as defined in the plans), a successor corporation shall assume all outstanding options\n\nor substitute outstanding options with equivalent options or rights. Pursuant to the stock option plans, in the event that the\n\nsuccessor corporation does not agree to assume or substitute outstanding options, the options will accelerate and\n\nbecome fully vested and exercisable upon the change of control.\n\nUpon termination of an option holder’s employment with us, unless a longer period is specified in the notice of\n\naward or otherwise determined by the Board of Directors, a vested option will generally remain exercisable for 90 days\n\nfollowing the option holder’s termination.\n\nIf, at the date of termination, the option holder is not entitled to exercise all of his options, the shares covered by\n\nthe unexercisable portion will be forfeited and revert back to the applicable stock option plan.\n\nPerformance-Based Free Share (PSU) Plan\n\nPursuant to the terms of our Amended and Restated 2015 Performance-Based RSU Plan, in the event of a\n\nchange of control of the Company, if a successor corporation does not agree to assume an unvested PSU award or\n\nsubstitute for the PSU award with an equivalent right, and the grant date of the PSU is at least one year prior to the date\n\nof the change of control, the restrictions and forfeiture conditions applicable to the PSU will lapse, and the PSU award will\n\nbecome vested prior to the consummation of the change of control, with any performance conditions being deemed to be\n\nachieved at target levels. If the grant date of the PSU award is less than one year prior to the date of the change of control\n\nof the Company and no such successor corporation agrees to assume or substitute an unvested PSU, the PSU will lapse.\n\nIn the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Performance-Based\n\nRSU Plan), an unvested PSU will vest automatically. In the event of a recipient’s retirement (as defined in the Amended\n\nand Restated 2015 Performance-Based RSU Plan), our Board of Directors has the discretion to determine whether some\n\nor all of the unvested PSUs will vest, subject to the limitations of the plan.\n\nIf an employee with outstanding PSUs terminates his employment, or we terminate the employee’s service with\n\nthe Company or any of our affiliates, the employee’s right to vest in the PSUs under the Amended and Restated 2015\n\nPerformance-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively\n\nemployed.\n\nTime-Based Free Share (RSU) Plan\n\nPursuant to the terms of our Amended and Restated 2015 Time-Based RSU Plan, in the event of a change in\n\ncontrol (as defined in the 2015 Time-Based RSU Plan), if a successor corporation or a parent or subsidiary of the\n\nsuccessor corporation does not agree to assume or substitute outstanding RSUs, and only if the RSUs were granted at\n\nleast one year prior to the date of the change in control, the restrictions and forfeiture conditions applicable to the RSUs\n\nwill lapse and the RSUs will be deemed fully vested prior to the consummation of a change in control.\n\nIn the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Time-Based RSU\n\nPlan), any unvested RSUs will vest automatically. In the event of a recipient’s retirement (as defined in the Amended and\n\nRestated 2015 Time-Based RSU Plan), our Board of Directors has the discretion to determine whether some or all of the\n\nunvested RSUs will vest, subject to the limitations of the plan.\n\nIf an employee with outstanding RSUs terminates his employment, or we terminate the employee’s service with\n\nthe Company or any of our affiliates, the employee’s right to vest in the RSUs under the Amended and Restated 2015\n\nTime-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively employed.\n\n75\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEstimated Potential Payments and Benefits\n\nThe following table estimates the potential amounts payable to our named executive officers in connection with\n\ncertain terminations of their employment or a change of control of the Company, under the circumstances described in\n\nmore detail above. The table reflects estimated amounts assuming that the termination of employment or other\n\ncircumstance, as applicable, occurred on December 31, 2025. The actual amounts that would be paid upon a named\n\nexecutive officer’s termination of employment or a change of control can be determined only at the time of such event. Ms.\n\nClarken retired from her role as Chief Executive Officer as of February 15, 2025 and Mr. Gleason resigned as Chief\n\nRevenue Officer and President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive\n\nEmployment Agreements,” no severance or other payments would be paid to either Ms. Clarken or Mr. Gleason in\n\nconnection with a termination of employment or change of control of the Company.\n\nPOTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL\n\n \n\nTermination Without Cause\n\n \n\nTermination Without Cause or Resignation by the Executive\n\nWith Change of Control\n\nName\n\nSeverance\n\nPay \n\n($)\n\nContinued\n\nVesting of\n\nEquity\n\nAwards ($)\n\nContinued\n\nInsurance Coverage\n\n($)(1)\n\nTotal\n\n($)\n\nSeverance\n\nPay\n\n($)\n\nAccelerated\n\nVesting of\n\nEquity\n\nAwards\n\n($)(2)\n\nContinued\n\nInsurance Coverage\n\n($)(1)\n\nTotal\n\n($)\n\nMichael\n\nKomasinski\n\n$1,500,000\n\n$1,886,533\n\n$42,542\n\n3,429,075\n\n$1,500,000\n\n$6,123,581\n\n$42,542\n\n7,666,123\n\nSarah Glickman\n\n$978,650\n\n$2,600,650\n\n$42,542\n\n3,621,842\n\n$978,650\n\n$5,998,821\n\n$42,542\n\n7,020,013\n\nRyan Damon\n\n$833,000\n\n$2,015,060\n\n$42,542\n\n2,890,602\n\n$833,000\n\n$4,606,554\n\n$42,542\n\n5,482,096\n\n(1)  The amount shown is based on full COBRA benefits continuation costs in the United States based on the current enrollment\n\nstatus of each executive.\n\n(2)  The amount shown represents the value of the equity awards that would vest upon a change of control under the additional\n\nassumption that outstanding equity awards are not assumed or substituted in the change of control transaction, as described\n\nabove in the “Potential Payments Upon Termination or Change of Control—Treatment Under Equity Plans” narrative.\n\n76\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nPAY RATIO DISCLOSURE\n\nPursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the\n\ntotal annual compensation of our Chief Executive Officer to the median of the total annual compensation\n\nof all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure\n\nand applying the methodology described below, we have determined that total annualized compensation\n\nfor Mr. Komasinski, our current Chief Executive Officer, for 2025 was $12,630,026, and the median of the\n\ntotal compensation of all of our employees (excluding Mr. Komasinski) for 2025 was approximately\n\n$104,354. Accordingly, we estimate the ratio of Mr. Komasinski’s total compensation for 2025 to the\n\nmedian of the total compensation of all of our employees (excluding Mr. Komasinski) for 2025 to be\n\napproximately 121 to 1.\n\nMr. Komasinski became the Chief Executive Officer of the Company on February 15, 2025. As\n\npermitted by SEC rules, in calculating this pay ratio we annualized Mr. Komasinski’s fiscal 2025\n\ncompensation by utilizing his annual base salary and annual bonus. No other adjustments were made to\n\nMr. Komasinski’s fiscal 2025 compensation as reported in the Summary Compensation Table.\n\nWe selected December 31, 2025, which is a date within the last three months of fiscal year 2025,\n\nas the determination date to identify our median employee. To find the median of the annual total\n\ncompensation of all our employees (excluding Mr. Komasinski), we used the amount of salary, wages,\n\novertime and bonus from our payroll records as our consistently applied compensation metric. In making\n\nthis determination, we annualized the compensation for those employees who were hired during fiscal\n\n2025 as permitted under SEC rules. We did not make any cost-of-living adjustments in identifying the\n\nmedian employee. After identifying the median employee, we calculated the annual total compensation for\n\nsuch employee using the same methodology we used for Mr. Komasinski’s annual total compensation in\n\nthe Summary Compensation table for fiscal year 2025.\n\nIn accordance with SEC rules, we excluded all employees in certain non-U.S. jurisdictions that, in\n\neach case, constituted less than 1.83% of our total headcount. The excluded employees were located in\n\nAustralia (18 employees), China (19 employees), Israel (17 employees), Italy (19 employees), the\n\nNetherlands (16 employees), Russia (1 employee), Sweden (3 employees), South Korea (66 employees)\n\nand Dubai (9 employees). The 168 excluded employees constituted 4.66% of our total number of 3,606\n\nU.S. and non-U.S. employees as of December 31, 2025.\n\n77\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nPAY VERSUS PERFORMANCE\n\nUnder rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the\n\ncompensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided\n\nin compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based\n\ncompensation programs, and compensation decisions made this year is described above in our \"Compensation Discussion and Analysis\".\n\nThe following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs\n\nfor each year from 2021 to 2025, compared to our total shareholder return (“TSR”) from December 31, 2020 through the end of each such year,\n\nand our net income and Adjusted EBITDA for each such year.\n\nValue of Initial Fixed $100\n\nInvestment Based On:\n\nSummary\n\nSummary\n\nAverage Summary\n\nAverage\n\nPeer Group\n\nNet Income\n\n($ millions)\n\nCompensation\n\nCompensation\n\nCompensation\n\nCompensation\n\nCompensation\n\nCompensation\n\nTotal\n\nTotal\n\nFiscal\n\nTable Total\n\nActually Paid\n\nTable Total\n\nActually Paid\n\nTable Total\n\nActually Paid\n\nShareholder\n\nShareholder\n\nAdjusted\n\nYear\n\nfor PEO (Clarken)\n\nto PEO (Clarken)\n\nfor PEO\n\n(Komasinski)\n\nto PEO\n\n(Komasinski)\n\nfor non-PEO NEOs\n\nto non-PEO NEOs\n\nReturn\n\nReturn\n\nEBITDA ($\n\nmillions)\n\n(a)\n\n(b)\n\n(c)\n\n(b)\n\n(c)\n\n(d)\n\n(e)\n\n(f)\n\n(g)\n\n(h)\n\n(i)\n\n2025\n\n$440,044\n\n$(10,871,266)\n\n$12,477,560\n\n$7,894,728\n\n$4,670,402\n\n$(1,486,790)\n\n$100.49\n\n$120.18\n\n$149\n\n$407\n\n2024\n\n$10,655,670\n\n$22,606,625\n\nN/A\n\nN/A\n\n$4,299,117\n\n$8,199,560\n\n$192.88\n\n$103.66\n\n$115\n\n$390\n\n2023\n\n$9,213,663\n\n$8,037,540\n\nN/A\n\nN/A\n\n$3,482,977\n\n$2,911,501\n\n$123.45\n\n$80.02\n\n$55\n\n$302\n\n2022\n\n$7,063,702\n\n$109,157\n\nN/A\n\nN/A\n\n$2,573,107\n\n$(84,334)\n\n$127.06\n\n$49.66\n\n$11\n\n$267\n\n2021\n\n$9,573,644\n\n$17,678,710\n\nN/A\n\nN/A\n\n$1,879,611\n\n$5,097,357\n\n$189.52\n\n$94.84\n\n$138\n\n$323\n\n(a) Megan Clarken was our PEO from November 25, 2019 through February 15, 2025. Michael Komasinski has been our PEO since February 15, 2025.\n\n(b) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.\n\n(c) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting\n\npoint of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment tables below.\n\nPEO (Clarken)\n\nPrior FYE\n\n12/31/2024\n\nCurrent FYE\n\n12/31/2025\n\nFiscal Year\n\n2025\n\nSummary Compensation Table Totals\n\n$440,044\n\n− Change in Pension Value and Above Market Non-Qualified Deferred Compensation\n\n$—\n\n− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year\n\n$—\n\n+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock\n\nAwards Granted in Fiscal Year\n\n$—\n\n78\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards\n\nGranted in Prior Fiscal Years\n\n$(10,389,364)\n\n+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That\n\nVested During Fiscal Year\n\n$—\n\n+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in\n\nPrior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal\n\nYear\n\n$(921,946)\n\n− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in\n\nPrior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year\n\n$—\n\n‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise\n\nReflected in Fair Value or Total Compensation\n\n$—\n\nCompensation Actually Paid\n\n$(10,871,266)\n\nPEO (Komasinski)\n\nPrior FYE\n\n12/31/2024\n\nCurrent FYE\n\n12/31/2025\n\nFiscal Year\n\n2025\n\nSummary Compensation Table Totals\n\n$12,477,560\n\n− Change in Pension Value and Above Market Non-Qualified Deferred Compensation\n\n$—\n\n− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year\n\n$(10,043,994)\n\n+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock\n\nAwards Granted in Fiscal Year\n\n$5,461,162\n\n+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards\n\nGranted in Prior Fiscal Years\n\n$—\n\n+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That\n\nVested During Fiscal Year\n\n$—\n\n+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in\n\nPrior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal\n\nYear\n\n$—\n\n− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in\n\nPrior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year\n\n$—\n\n‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise\n\nReflected in Fair Value or Total Compensation\n\n$—\n\nCompensation Actually Paid\n\n$7,894,728\n\n*The assumptions used for determining the fair values shown in these tables are materially consistent with those used to determine the fair values disclosed as of the grant date of\n\nsuch awards. \n\n79\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n(d) These amounts are the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation\n\nTable for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.\n\nFiscal Year Position\n\nOfficer Name\n\n2021\n\n2022\n\n2023\n\n2024\n\n2025\n\nSarah Glickman\n\nNEO\n\nNEO\n\nNEO\n\nNEO\n\nNEO\n\nRyan Damon\n\nNEO\n\nNEO\n\nNEO\n\nNEO\n\nNEO\n\nBrian Gleason\n\nN/A\n\nN/A\n\nN/A\n\nNEO\n\nNEO\n\n(e) These amounts are the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not\n\nmean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation\n\nTable total compensation under the methodology prescribed under the SEC's rules as shown in the table below, with the indicated figures showing an average of\n\nsuch figure for all NEOs other than our PEO in each listed year.\n\nAverage NEO\n\nPrior FYE\n\n12/31/2024\n\nCurrent FYE\n\n12/31/2025\n\nFiscal Year\n\n2025\n\nSummary Compensation Table Total\n\n$4,670,402\n\n− Change in Pension Value and Above Market Non-Qualified Deferred Compensation\n\n$—\n\n− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year\n\n$(3,944,264)\n\n+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock\n\nAwards Granted in Fiscal Year\n\n$1,482,090\n\n+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards\n\nGranted in Prior Fiscal Years\n\n$(3,362,963)\n\n+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That\n\nVested During Fiscal Year\n\n$—\n\n+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in\n\nPrior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal\n\nYear\n\n$(332,056)\n\n− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior\n\nFiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year\n\n$—\n\n‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise\n\nReflected in Fair Value or Total Compensation\n\n$—\n\nCompensation Actually Paid\n\n$(1,486,790)\n\n*Note that the fair value assumptions shown with respect to footnote (c) apply to the figures in this table as well.\n\n(f) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all\n\ndividends until the last day of each reported fiscal year.\n\n(g) The peer group used is the Nasdaq Internet Index, as used in the Company's performance graph in our annual report. Total shareholder return is calculated by\n\nassuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported\n\nfiscal year.\n\n80\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n(h) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements.\n\n(i) In the Company's assessment Adjusted EBITDA is the financial performance measure that is the most important financial performance measure (other than total\n\nshareholder return and net income) used by the company in 2025 to link compensation actually paid to performance.  Adjusted EBITDA can be determined from\n\nnet income by adding back financial income (expense), income taxes, depreciation and amortization, and adjusting to eliminate the impact of equity awards\n\ncompensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency\n\nrelated to a regulatory matter.\n\nDescription of Relationships Between Compensation Actually Paid and Performance\n\nWe believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid\n\ntracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the\n\nrelationship between Compensation Actually Paid and the individual performance measure shown.\n\n81\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n82\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nTabular List of Financial Performance Measures\n\nAs described in greater detail in “Compensation Discussion and Analysis,” the objectives of our executive compensation program are to\n\nensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to\n\noptimize business performance, deploy capital productively, and increase long-term shareholder value. The most important financial performance\n\nmeasures used by the Board of Directors for the most recently completed fiscal year to link compensation actually paid to our named executive\n\nofficers to the Company’s performance are as follows (unranked):\n\nMost Important Financial Performance Measures\n\nContribution ex-TAC\n\nAdjusted EBITDA\n\nRetail Media Contribution ex-TAC\n\n83\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION\n\nThe compensation committee currently consists of Ms. Balla and Messrs. Mesrobian and\n\nTeunissen. During fiscal year 2025, no member of the compensation committee was an employee, officer\n\nor former officer of the Company or any of its subsidiaries. During fiscal year 2025, no member of the\n\ncompensation committee had a relationship that must be described under the SEC rules relating to\n\ndisclosure of related person transactions. During fiscal year 2025, none of our executive officers served\n\non the board of directors or compensation committee of any entity that had one or more of its executive\n\nofficers serving on the Company’s Board of Directors or compensation committee.\n\n84\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 5:\n\nADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS\n\nIn accordance with the requirements of Section 14A of the Exchange Act, we are including in this\n\nproxy statement a Resolution, subject to shareholder vote, to approve, on a non‑binding advisory basis,\n\nthe compensation of our named executive officers (as disclosed under “Executive Compensation—\n\nCompensation Discussion and Analysis” and the tables that follow).\n\nOur primary compensation goals for our named executive officers are (1) to attract and retain a\n\nhighly skilled team of executives in competitive markets; (2) to reward our executives for achieving or\n\nexceeding our financial, operational, and strategic performance goals; (3) to align our executives’ interests\n\nwith those of our shareholders; and (4) to provide compensation packages that are competitive and\n\nreasonable relative to our peers and the broader competitive market. Our compensation programs are\n\ndesigned to reward our named executive officers for the achievement of annual and long‑term strategic\n\nand operational goals that are expected to increase shareholder value, while at the same time avoiding\n\nthe encouragement of unnecessary or excessive risk-taking. Prior to voting, we encourage shareholders\n\nto review the Compensation Discussion and Analysis and executive compensation tables in “Executive\n\nCompensation” in this proxy statement for complete details of how our compensation policies and\n\nprocedures for our named executive officers operate and are designed to achieve our compensation\n\nobjectives in 2025.\n\nWe believe that our compensation programs for our named executive officers have been effective\n\nat promoting the achievement of positive results, appropriately aligning pay and performance and\n\nenabling us to attract and retain very talented executives within our industry, while at the same time\n\navoiding the encouragement of unnecessary or excessive risk-taking.\n\nWe are asking our shareholders to indicate their support for the compensation of our named\n\nexecutive officers as described in this proxy statement. This Resolution, commonly known as a\n\n“say‑on‑pay” proposal, gives you as a shareholder the opportunity to express your views on our 2025\n\ncompensation for our named executive officers. This vote is not intended to address any specific item of\n\ncompensation; rather, the vote relates to the overall compensation of our named executive officers as\n\ndescribed in this proxy statement in accordance with the compensation disclosure rules of the SEC. At the\n\n2022 Annual General Meeting, our shareholders recommended that our Board of Directors hold a say-on-\n\npay vote on an annual basis. At the 2025 Annual General Meeting, approximately 97.98% of the votes\n\ncast were in favor of the advisory vote to approve our executive compensation. We engaged in outreach\n\nto a significant number of our shareholders, covering a large percentage of our outstanding shares. We\n\ncontinuously engage with our largest investors and regularly solicit their feedback on a variety of\n\ncorporate governance topics, including executive compensation, as part of the compensation committee’s\n\nreview of our compensation strategy.\n\nAlthough this is an advisory vote which will not be binding on our compensation committee or\n\nBoard of Directors, our compensation committee and Board of Directors will carefully review the results of\n\nthe shareholder vote. Our compensation committee and Board of Directors will consider potential\n\nshareholders’ concerns and take them into account in future determinations concerning compensation of\n\nour named executive officers. Our Board of Directors therefore recommends that you indicate your\n\nsupport for the compensation of our named executive officers in 2025 as outlined in this proxy statement,\n\nby voting “FOR” Resolution 5.\n\nFor the full text of Resolution 5, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 5.\n\n85\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTIONS 6 TO 8:\n\nVOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION OF RESULTS\n\nIn accordance with French corporate law, our statutory financial statements, prepared in\n\naccordance with French GAAP, and our consolidated financial statements prepared in accordance with\n\nIFRS as adopted by the European Union, must each be approved by our shareholders within six months\n\nfollowing the close of the year. At the Annual General Meeting, the Statutory Auditors will present their\n\nreports on our 2025 French GAAP statutory financial statements and our 2025 IFRS consolidated\n\nfinancial statements.\n\nResolution 6 approves our statutory financial statements for the fiscal year ended December 31,\n\n2025 (also referred to as individual or corporate financial statements) and the transactions disclosed\n\ntherein. For reference, an English translation of our statutory financial statements for the fiscal year ended\n\nDecember 31, 2025, prepared in accordance with French GAAP is set forth in Annex B.\n\nResolution 7 approves our consolidated financial statements for the fiscal year ended December\n\n31, 2025, and the transactions disclosed therein. For reference, an English translation of our consolidated\n\nfinancial statements for the fiscal year ended December 31, 2025, prepared in accordance with IFRS as\n\nadopted by the European Union is set forth in Annex C.\n\nResolution 8 allocates the loss for the Company’s statutory financial statements of €14,676,214\n\nfor the fiscal year ended December 31, 2025, to retained earnings.\n\nFor the full text of Resolutions 6 to 8, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTIONS 6 TO 8.\n\n86\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 9:\n\nVOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH\n\nCOMMERCIAL CODE\n\nPursuant to French law, each of our Board of Directors and our Statutory Auditors must report\n\nannually to our shareholders regarding any related person transactions within the meaning of Articles L.\n\n225-38 et seq. of the French Commercial Code in advance of our Annual General Meeting, and such\n\ntransactions generally must be approved, prior to their execution, by the Board of Directors, and then\n\nsubmitted to our shareholders for approval at our Annual General Meeting. As a result, each year we ask\n\nour shareholders to approve any related person agreements referred to in Articles L. 225-38 et seq. of the\n\nFrench Commercial Code. Only new agreements authorized over the course of 2025 are subject to a vote\n\nat the Annual General Meeting, and agreements entered into between the Company and its wholly-owned\n\nsubsidiaries are not subject to the procedure of regulated agreements. Pursuant to French law, interested\n\npersons may not participate in the Board of Directors’ prior approval or the shareholder vote on such\n\nagreement and, in each case, their vote or votes will not be taken into account in calculating the quorum\n\nor majority for such resolution. Any such agreement not approved in advance by the Board of Directors\n\nand which has a harmful effect on the Company can be annulled during a three-year period starting on\n\nthe date of the execution of such agreement, unless it is subsequently ratified by the shareholders.\n\nThe only agreement entered into in 2025 which is a related person transaction within the meaning\n\nof Articles L. 225-38 et seq. of the French Commercial Code subject to shareholders’ approval pursuant to\n\nResolution 9 (and not otherwise already approved by shareholders), is the agreement to subscribe liability\n\ninsurance and provide indemnification with Ms. Stefanie Jay.\n\nThe indemnification agreement entered into with Ms. Jay was approved by the Board of Directors\n\nduring its meeting held on April 9, 2025 and is submitted for shareholder approval pursuant to Resolution\n\n9. Ms. Jay did not participate in the discussions and did not vote to approve her indemnification\n\nagreement, as she was not a director at the time the decision was made by the Board of Directors. The\n\nindemnification agreement is substantially in the form of the indemnification agreement filed as an exhibit\n\nto the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on February 26, 2026, and is\n\nsubstantially consistent with indemnification agreements entered into in the past with other directors and\n\nofficers.\n\nResolution 9 relates to shareholder approval of offers to subscribe liability insurance and provide\n\nindemnification that we have entered into with certain of our executive officers and each of our directors.\n\nUnder French law, provisions of by-laws that limit the liability of directors are prohibited. However, French\n\nlaw allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities\n\nincurred by any of their directors and officers involved in a third-party action, provided that they acted in\n\ngood faith and within their capacities as directors or officers of the company. Criminal liability cannot be\n\nindemnified under French law, whether directly by a company or through liability insurance.\n\nWe have entered into agreements with our directors and certain officers to provide liability\n\ninsurance to cover damages and expenses related to judgments, fines and settlements in any action\n\narising out of their actions as directors and officers. The agreements do not provide coverage for willful or\n\ngross misconduct, actions by Criteo or derivative actions by shareholders on Criteo’s behalf, insider\n\ntrading, or actions in bad faith or contrary to Criteo’s best interest, or criminal or fraudulent proceedings.\n\nUnder French law, a director or officer may not be held liable to third parties for recklessness or gross\n\nnegligence not involving intentional misconduct, but rather only to the Company itself. Claims made by\n\nCriteo or by any shareholder or other person on Criteo’s behalf are not indemnifiable. Director and officer\n\nindemnification agreements and insurance are customary among listed companies in the United States,\n\nincluding our peer companies. We believe these agreements are very limited and are intended to provide\n\nthe same or smaller scope of coverage as would be provided by companies in the United States, with\n\nwhich we compete for talent, but within the confines of French law. As a result, we believe that these\n\n87\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\narrangements are consistent with market practice in our main competitive markets for director and\n\nexecutive talent and are therefore necessary to attract qualified directors and executive officers.\n\nA special report of the Statutory Auditors on the related person transactions entered into in 2025\n\nand submitted to the shareholders for approval will be made available to the shareholders in accordance\n\nwith Articles L. 225-40 and L. 225-40-1 of the French Commercial Code.\n\nFor the full text of Resolution 9, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 9.\n\n88\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nAUDIT COMMITTEE REPORT\n\nAs the audit committee of the Board of Directors, we are composed of independent directors as\n\nrequired by, and in compliance with, the listing standards of Nasdaq and applicable SEC rules. We\n\noperate pursuant to a written audit committee charter adopted by the Board of Directors. Following is the\n\nreport of the audit committee with respect to the Company’s audited 2025 consolidated financial\n\nstatements, which include its consolidated statements of financial position as of December 31, 2025 and\n\n2024, and the related consolidated statements of income, comprehensive income, changes in equity and\n\ncash flows for each of the years in the three-year period ended December 31, 2025, and the related notes\n\nthereto.\n\nResponsibilities. As described above under the heading “Board of Directors—Board Committees\n\n—Audit Committee,” the audit committee is responsible for, among other things, the evaluation and\n\nassessment of the independence and qualification of the independent registered public accounting firm to\n\nthe extent permitted under French law. It is not the duty of the audit committee to plan or conduct audits\n\nor to prepare the Company’s financial statements. Management is responsible for preparing the financial\n\nstatements and maintaining effective internal control over financial reporting pursuant to Section 404 of\n\nthe Sarbanes-Oxley Act (“Section 404”) and has the primary responsibility for assuring their accuracy,\n\neffectiveness and completeness. The independent registered public accounting firm is responsible for\n\nauditing those financial statements and the effectiveness of internal control over financial reporting and\n\nexpressing its opinion as to whether the financial statements present fairly, in accordance with U.S.\n\nGAAP, the Company’s financial position, results of operations and cash flows and whether the Company’s\n\ninternal control over financial reporting is effective. However, the audit committee does review, upon\n\ncompletion of the audit, the consolidated financial statements proposed to be included in the Company’s\n\nreports with the SEC and recommends whether such financial statements should be included. The audit\n\ncommittee also reviews any analyses prepared by management or the independent registered public\n\naccounting firm setting forth significant financial reporting issues and judgments made in connection with\n\nthe preparation of the financial statements and reviews with management and the independent registered\n\npublic accounting firm, as appropriate, significant issues that arise regarding accounting principles and\n\nfinancial statement presentation. The audit committee also reviews and discusses with the independent\n\nregistered public accounting firm the critical audit matters arising from the audit of the Company’s\n\nfinancial statements. In addition, the audit committee reviews, upon completion of the audit, the\n\nconsolidated financial statements prepared in accordance with IFRS as adopted by the European Union\n\nfor the purpose of our statutory reporting requirements.\n\nIn the absence of their possession of a reason to believe that such reliance is unwarranted, the\n\nmembers of the audit committee necessarily rely on the information or documentation provided to them\n\nby, and on the representations made by, management or other employees of the Company, the\n\nindependent registered public accounting firm, and/or any consultant or professional retained by the audit\n\ncommittee, the Board of Directors, management or by any board committee. Accordingly, the audit\n\ncommittee’s oversight does not provide an independent basis to determine that management has applied\n\nU.S. GAAP appropriately or maintained appropriate internal controls and disclosure controls and\n\nprocedures designed to assure compliance with accounting standards and applicable laws and\n\nregulations. Furthermore, the audit committee’s authority and oversight responsibilities do not\n\nindependently assure that the audits of the financial statements have been carried out in accordance with\n\nthe standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) or that\n\nthe financial statements are presented in accordance with U.S. GAAP.\n\nReview with Management and Independent Registered Public Accounting Firm. The audit\n\ncommittee reviewed and discussed the audited consolidated financial statements for 2025, including the\n\nquality of the Company’s accounting principles, with management and the Company’s independent\n\nregistered public accounting firm for 2025, Deloitte & Associés. The audit committee also discussed with\n\nDeloitte & Associés the matters required to be discussed by the applicable requirements of the PCAOB\n\nand the SEC, including, among other items, matters related to the conduct of the audit of the consolidated\n\n89\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nfinancial statements by the independent registered public accounting firm and its audit of the\n\neffectiveness of internal control over financial reporting pursuant to Section 404. Deloitte & Associés\n\nprovided to the audit committee the written disclosures and the letter required by the applicable\n\nrequirements of the PCAOB regarding the independent accountant’s communications with the audit\n\ncommittee concerning independence, and the audit committee discussed with Deloitte & Associés the\n\nlatter’s independence, including whether its provision of non-audit services compromised such\n\nindependence.\n\nConclusion of the Audit Committee. Based upon the reviews and discussions referred to above,\n\nthe audit committee recommended that the Board of Directors include the audited consolidated financial\n\nstatements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as\n\nfiled with the SEC on February 26, 2026.\n\nSubmitted by the audit committee of the Board of Directors: \n\nErnst Teunissen (Chair)\n\nNathalie Balla\n\nStefanie Jay\n\n90\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nOur independent registered public accounting firm, Deloitte & Associés, was renewed by\n\nshareholders at the 2023 Annual General Meeting to serve as the independent registered public\n\naccounting firm for the Company until the annual meeting of the Company’s shareholders approving the\n\nfinancial statements for the fiscal year 2028. Deloitte & Associés has audited the accounts and records of\n\nthe Company and its subsidiaries since 2011. A representative of Deloitte & Associés is expected to be\n\npresent at the Annual General Meeting and will have the opportunity to make a statement and will be\n\navailable to respond to appropriate questions.\n\nThe fees for professional services rendered by Deloitte & Associés in each of 2024 and 2025\n\nwere:\n\nYear Ended December 31,\n\n2025\n\n2024\n\n(in thousands)\n\nAudit Fees(1)(2)\n\n$\n\n2,698\n\n$\n\n2,773\n\nAudit-Related Fees(3)\n\n$\n\n182\n\n$\n\n182\n\nTax Fees(4)\n\n$\n\n466\n\n$\n\n393\n\nAll Other Fees(5)\n\n$\n\n4\n\n$\n\n4\n\nTotal\n\n$\n\n3,350\n\n$\n\n3,352\n\n______________________\n\n(1)As Criteo is a company incorporated in France, a substantial portion of the audit fees are denominated in euros\n\nand have been translated into U.S. dollars using the average exchange rate for the period.\n\n(2)“Audit Fees” are the aggregate fees for the audit of our consolidated financial statements (including statutory\n\nfinancial statements for Criteo S.A. and other consolidated entities, both French and foreign). This category also\n\nincludes services relating to (i) procedures performed on internal controls in accordance with Section 404 of the\n\nSarbanes-Oxley Act and (ii) other services that are generally provided by the independent accountant, such as\n\nconsents and assistance with and review of documents filed with the SEC.\n\n(3)“Audit-Related Fees” are the aggregate fees for assurance and related services reasonably related to the\n\nperformance of the audit and not reported under Audit Fees. This includes fees related to assurance services on\n\ncorporate social responsibility reporting requirement, as required under the French Commercial Code, and\n\nassurance services for the issuance of a report on compliance with bank covenants.\n\n(4)“Tax Fees” are the aggregate fees for professional services rendered by the principal accountant for tax\n\ncompliance, tax advice and tax planning related services. This fee category primarily includes tax advice services\n\nrelated to French jurisdiction tax matters.\n\n(5)“All Other Fees” are any additional amounts for products and services provided by the principal accountant.\n\nOur audit committee approved all audit and non-audit services provided by our independent\n\naccountant.\n\n91\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nDELINQUENT SECTION 16(A) REPORTS\n\nSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who\n\nown more than 10% of our Ordinary Shares, to file with the SEC initial reports of ownership and reports of\n\nchanges in ownership of our Ordinary Shares. Based solely upon a review of the copies of such reports\n\nfurnished to us, we believe that during the fiscal year 2025, all persons subject to the reporting\n\nrequirements of Section 16(a) of the Exchange Act filed the required reports on a timely basis with the\n\nexception of a Form 4 for Ms. Jay involving a single transaction of 4,444 Ordinary Shares (filed with the\n\nSEC on November 12, 2025).\n\n5 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The\n\nnumber of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.\n\n92\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOWNERSHIP OF SECURITIES\n\nThe following table sets forth information with respect to the beneficial ownership of our Ordinary\n\nShares as of March 31, 2026 (unless otherwise indicated) for:\n\n•each beneficial owner of more than 5% of our outstanding Ordinary Shares;\n\n•each of our named executive officers, directors and director nominees; and\n\n•all of our executive officers, directors and director nominees as a group.\n\nBeneficial ownership is determined in accordance with the rules of the SEC. These rules\n\ngenerally attribute beneficial ownership of securities to persons who possess sole or shared voting power\n\nor investment power with respect to those securities and include Ordinary Shares issuable upon the\n\nexercise of share options and warrants that are immediately exercisable or exercisable within 60 days\n\nafter March 31, 2026, and Ordinary Shares issuable upon the vesting of RSUs within 60 days after March\n\n31, 2026. Such Ordinary Shares are also deemed outstanding for purposes of computing the percentage\n\nownership of the person holding the option, warrant or free share, but not the percentage ownership of\n\nany other person. The percentage ownership information shown in the table is based upon 50,098,1395\n\nOrdinary Shares outstanding as of March 31, 2026.\n\nExcept as otherwise indicated, to our knowledge, all persons listed below have sole voting and\n\ninvestment power with respect to the Ordinary Shares beneficially owned by them, subject to applicable\n\ncommunity property laws. The information is not necessarily indicative of beneficial ownership for any\n\nother purpose.\n\nExcept as otherwise indicated in the table below, addresses of our named executive officers,\n\ndirectors, director nominees, and named beneficial owners are in care of Criteo S.A., 32 Rue Blanche,\n\n75009 Paris, France.\n\n93\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nShares Beneficially Owned\n\nName of Beneficial Owner\n\n5% Shareholders:\n\nNumber\n\n%\n\nNeuberger Berman Group LLC (2)\n\n7,953,728\n\n15.88%\n\nDNB Asset Management AS (3)\n\n5,486,161\n\n10.95%\n\nMorgan Stanley (4)\n\n4,474,503\n\n8.93%\n\nSenvest Management LLC (5)\n\n4,071,880\n\n8.13%\n\nBarclays PLC (6)\n\n3,035,479\n\n6.06%\n\nNamed Executive Officers, Directors and Director Nominees:\n\nMichael Komasinski\n\n—\n\n*\n\nMegan Clarken (7)\n\n196,412\n\n*\n\nSarah Glickman (8)\n\n249,641\n\n*\n\nRyan Damon (9)\n\n35,987\n\n*\n\nBrian Gleason (10)\n\n—\n\n*\n\nNathalie Balla\n\n41,063\n\n*\n\nStefanie Jay\n\n4,444\n\n*\n\nFrederik van der Kooi\n\n26,600\n\n*\n\nMarie Lalleman\n\n42,736\n\n*\n\nEdmond Mesrobian\n\n94,432\n\n*\n\nRachel Picard\n\n59,363\n\n*\n\nErnst Teunissen\n\n12,468\n\n*\n\nAll executive officers, directors and director nominees as a group\n\n(12 persons)\n\n763,146\n\n1.52%\n\n* Represents beneficial ownership of less than 1%.\n\n(1)Includes Ordinary Shares represented by ADSs.\n\n(2)Based on a Schedule 13G/A filed by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers\n\nLLC on March 3, 2026 and includes 7,953,728 shares held by individual advisory clients and various registered\n\nmutual funds that may be deemed beneficially owned by Neuberger Berman Group LLC and Neuberger Berman\n\nInvestment Advisors LLC. Neuberger Berman Group LLC has shared voting power of 5,867,080 shares and\n\nshared dispositive power of 7,953,728 shares. Neuberger Berman Investment Advisers LLC has shared voting\n\npower of 5,731,390 shares and shared dispositive power of 7,818,038 shares. The principal business address of\n\nNeuberger Berman Group LLC and Neuberger Berman Investment Advisors LLC is 1290 Avenue of the\n\nAmericas, New York, NY 10104.\n\n(3)Based on a Schedule 13G/A filed by DNB Asset Management AS (“DNB”) on February 4, 2026 and includes\n\n5,486,161 shares held by a number of funds and managed accounts for which DNB is the investment manager\n\nand of which DNB may be deemed to be the beneficial owner in its capacity as investment manager to such\n\nclients. The principal address of DNB is Dronning Eufemias Gate 30, 0191 Oslo, Norway.\n\n(4)Based on a Schedule 13G/A filed by Morgan Stanley and Morgan Stanley & Co. International plc on February 11,\n\n2026 and includes 4,474,503 shares. Morgan Stanley has shared voting power of 4,456,486 shares and shared\n\ndispositive power of 4,474,503 shares. Morgan Stanley & Co. International plc has shared voting power of\n\n3,036,144 shares and shared dispositive power of 3,036,144 shares. The principal business address of Morgan\n\nStanley is 1585 Broadway, New York, NY 10036. The principal business address of Morgan Stanley & Co.\n\nInternational plc is 25 Cabot Square Canary Wharf, London, E14 4QA, United Kingdom.\n\n(5)Based on a Schedule 13G/A filed by Senvest Management, LLC and Richard Mashaal on August 11, 2025 and\n\nincludes shares in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP\n\n(collectively, the “Investment Vehicles”). Senvest Management, LLC may be deemed to beneficially own the\n\nsecurities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment\n\nmanager of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the\n\nInvestment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC.\n\n94\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nSenvest Management, LLC and Richard Mashaal have shared voting power of 4,071,880 shares and shared\n\ndispositive power of 4,071,880 shares. The principal business address of Senvest Management, LLC and\n\nRichard Mashaal is 540 Madison Avenue, 32nd Floor, New York, NY 10022.\n\n(6)Based on a Schedule 13G filed by Barclays PLC on August 12, 2025. Barclays PLC has sole voting power of\n\n775,479 shares, shared voting power of 2,260,000 shares, sole dispositive power of 775,479 shares and shared\n\ndispositive power of 2,260,000 shares. The principal place of business of Barclays PLC is 1 Churchill Place,\n\nLondon—E14 5HP.\n\n(7)Ms. Clarken retired from the Board of Directors and her position as our Chief Executive Officer, effective\n\nFebruary 15, 2025, and her beneficial ownership is based on information available to the Company as of March\n\n31, 2026.\n\n(8)Includes 6,233 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.\n\n(9)Includes 4,156 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.\n\n(10)Mr. Gleason resigned from his position as Chief Revenue Officer and President, Retail Media, effective July 29,\n\n2025, and his beneficial ownership is based on information available to the Company as of March 31, 2026.\n\n95\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS\n\nReview and Approval of Related Person Transactions\n\nWe have adopted written procedures concerning the review, approval or ratification of\n\ntransactions with our directors, executive officers and holders of more than 5% of our outstanding voting\n\nsecurities and their affiliates, which we refer to as our related persons. Under SEC rules, a related person\n\nis a director, executive officer, nominee for director, a holder of more than 5% of our outstanding voting\n\nsecurities, an immediate family member (as defined under applicable SEC rules) of any of the foregoing,\n\nor any person who was in such role at any time since the beginning of the last fiscal year. A related\n\nperson transaction is any transaction, arrangement or relationship (or any series of similar transactions,\n\narrangements or relationships) in which the Company or a subsidiary is a participant, where the amount\n\ninvolved exceeds $120,000 and a related person had, has or will have a direct or indirect material\n\ninterest.\n\nDirectors, executive officers and nominees must complete an annual questionnaire and disclose\n\nall potential related person transactions involving themselves and their immediate family members that\n\nare known to them. Throughout the year, directors and executive officers must notify our Chief Legal and\n\nTransformation Officer of any potential related person transactions as soon as they become aware of any\n\nsuch transaction. Our Chief Legal and Transformation Officer informs the audit committee and the Board\n\nof Directors of any related person transaction of which they are aware. The Board of Directors must\n\napprove or ratify any related person transactions. The audit committee or the Board of Directors may, in\n\nits discretion, engage outside counsel to review certain related person transactions.\n\nDuring 2025, we have engaged in, or continued to be party to, the following related person\n\ntransactions.\n\nAgreements with Our Directors and Executive Officers: Indemnification Arrangements\n\nUnder French law, provisions of by-laws that limit the liability of directors are prohibited. However,\n\nFrench law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities\n\nincurred by any of their directors and officers involved in a third-party action, provided that they acted in\n\ngood faith and within their capacities as directors or officers of the Company. Criminal liability cannot be\n\nindemnified under French law, whether directly by a company or through liability insurance.\n\nWe have entered into agreements with our directors and certain officers to provide liability\n\ninsurance to cover damages and expenses related to judgments, fines and settlements in any action\n\narising out of their actions as directors and officers. The agreements do not provide coverage for willful or\n\ngross misconduct, actions by Criteo or derivative actions by shareholders on Criteo’s behalf, insider\n\ntrading, or actions in bad faith or contrary to Criteo’s best interest, or criminal or fraudulent proceedings.\n\nUnder French law, a director or officer may not be held liable to third parties for recklessness or gross\n\nnegligence not involving intentional misconduct, but rather only to the Company itself. Claims made by\n\nCriteo or by any shareholder or other person on Criteo’s behalf are not indemnifiable. Director and officer\n\nindemnification agreements and insurance are customary among listed companies in the United States,\n\nincluding our peer companies. As a result, we believe that these arrangements are consistent with market\n\npractice in our main competitive markets for director and executive talent and are therefore necessary to\n\nattract qualified directors and executive officers.\n\nShareholders are asked to approve this arrangement with Ms. Jay at the Annual General Meeting\n\npursuant to Resolution 9. For more information, see “Resolution 9 —Vote on the Agreements Referred to\n\nin Articles L. 225-38 et seq. of the French Commercial Code.”\n\n96\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOther Relationships\n\nIn connection with our business, we enter into contracts and other commercial arrangements with\n\ncustomers for digital advertising and other services in the ordinary course, some of which customers may\n\nbe affiliated with members of our Board of Directors. We review these and all other such transactions for\n\nindependence assessments for our Board of Directors and pursuant to our Conflicts of Interest and\n\nRelated Person Transaction Policy. For more information, see “Board of Directors and Corporate\n\nGovernance—Director Independence.”\n\n97\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 10:\n\nVOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO EXECUTE A\n\nBUYBACK OF COMPANY STOCK\n\nPursuant to the following Resolution, shareholders are asked to approve a delegation of authority\n\nto buy back the Company’s shares, under the conditions set forth in Article L. 225-209-2 of the French\n\nCommercial Code, to use as acquisition consideration and/or to underlay incentive instruments granted to\n\nthe employees and executive officers of the Company and its subsidiaries.\n\nExternal growth and, in particular, acquisitions, whether tuck-in, bolt-on or mid-sized, that would\n\nenable us to strengthen our technology platform, product portfolio or team of key employees, particularly\n\nin Product and Research & Development, are important areas of development for us. Potential targets of\n\nstrategic importance are mainly located in the highly competitive technology industry in the United States.\n\nWhile the Board of Directors is mindful of the importance of maximizing its financial liquidity, particularly in\n\nthe context of the intense competition in the advertising technology industry, in order to take advantage of\n\npotential opportunities, we must be able to act swiftly and with the greatest financial flexibility possible,\n\nboth in terms of our access to financial resources and our ability to structure consideration in a manner\n\nthat is attractive to U.S. targets.\n\nSince equity-based incentives are a key component in the economics of the technology industry,\n\nthe Board of Directors wishes to enable us to use Company stock, among other means, as a potential\n\ncomponent of acquisition consideration. Because we are not listed in the European Union and are\n\ntherefore deemed a private company for French law purposes, our shareholders may not delegate their\n\nauthority to the Board of Directors to issue new shares as consideration for potential acquisitions without\n\nfirst holding a special shareholders’ meeting. However, our shareholders may delegate authority to our\n\nBoard of Directors to repurchase outstanding shares in order to be able to use such shares as\n\nconsideration for potential acquisitions, rather than issuing new shares. Unlike most companies\n\nincorporated under U.S. state law, which are generally able to repurchase their own shares without\n\nshareholder approval, as a French company, subject to limited exceptions only, our Board of Directors\n\nmust have a specific delegation of authority in order to buy back our shares for limited pre-specified\n\npurposes, including to be used as consideration for potential future acquisitions. You are therefore being\n\nasked pursuant to Resolution 10 to renew our Board of Directors’ existing delegation of authority to buy\n\nback our shares to use as consideration for potential acquisitions, which otherwise would expire on June\n\n13, 2026.\n\nIn addition, equity-based compensation is an important tool for us to attract industry leaders of the\n\nhighest caliber in the technology industry and to retain them for the long term, as well as to ensure\n\nemployees’ interests are aligned with those of our shareholders. As a result, the scope of the\n\nauthorization being requested pursuant to Resolution 10 also allows us to use repurchased shares to\n\ngrant equity to our employees in a manner that would not be dilutive to our shareholders.\n\nFurthermore, in order to give the Board of Directors the necessary flexibility to respond rapidly to\n\nany change in market conditions, the shareholders are asked to approve that the authorization being\n\nrequested pursuant to Resolution 10 may be used to allocate the repurchased shares to shareholders of\n\nthe Company who, within five years of their repurchase, notify the Company of their intention to acquire\n\nthem in connection with an offering for sale organized by the Company in accordance with the conditions\n\nset out in Article L.225-209-2 of the French Commercial Code.\n\nThe shareholders are also asked to approve the use of this authorization for any other purpose\n\nthat would be permitted by law on the date of such use, in the event that the permitted purposes for share\n\nbuyback programs are amended by law to bring them in line with the provisions of Article L. 22-10-62 of\n\nthe French Commercial Code applicable to companies listed on a European market.\n\n98\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nShare repurchases pursuant to this Resolution cannot exceed 10% of our share capital, and\n\nshare repurchases for potential future use as merger and acquisition consideration cannot exceed 5% of\n\nour share capital. Any share repurchases pursuant to this Resolution must be carried out within the price\n\nrange $10.40 to $46.31 determined by an independent expert (as required by Article L. 225-209-2 of the\n\nFrench Commercial Code) and approved by the shareholders pursuant to Resolution 10. The aggregate\n\ncap on repurchases pursuant to this Resolution 10 is $257,760,950.59.\n\nThis delegation of authority would be effective for 12 months (valid through June 29, 2027) and\n\nimplemented under the conditions of Article L. 225-209-2 of the French Commercial Code. It would\n\nsupersede the corresponding delegation granted by the shareholders at last year’s Annual General\n\nMeeting.\n\nOur Board of Directors approved a share buy-back program in its meeting dated February 5,\n\n2021 for an initial amount of USD $100 million, and extended it consecutively (i) to USD $175 million\n\nduring its meeting dated October 28, 2021, (ii) to USD $280 million during its meeting dated February 3,\n\n2022, (iii) to USD $480 million during its meeting dated December 7, 2022, (v) to USD $630 million during\n\nits meeting dated February 1, 2024,  (vi) to USD $805 million during its meeting dated January 31, 2025\n\nand (vii) to USD $1,005 million during its meeting dated February 6, 2026. Such share buy-back program\n\nis designed to satisfy employee equity plan vesting, in lieu of issuing new shares, and potentially in\n\nconnection with M&A transactions.\n\nUnder no circumstances can the Board of Directors use this delegation of authority during an\n\nunsolicited public tender offer by a third party on our shares.\n\nThe following documents will be made available to the shareholders entitled to vote at the Annual\n\nGeneral Meeting in accordance with Articles L. 225-115, R. 225-83 and R. 225-89 of the French\n\nCommercial Code: (i) the report prepared by an independent expert appointed pursuant to the provisions\n\nof Article L. 225-209-2 of the French Commercial Code and (ii) the Statutory Auditors’ report.\n\nFor the full text of Resolution 10, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 10.\n\n99\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 11:\n\nVOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE THE\n\nCOMPANY’S SHARE CAPITAL BY CANCELING SHARES AS PART OF THE AUTHORIZATION TO\n\nBUY BACK SHARES\n\nThe shareholders are asked to grant all powers to the Board of Directors for the purpose of\n\ncanceling, on one or more occasions, all or part of the Company shares acquired as a result of the share\n\nrepurchases authorized by the shareholders pursuant to Resolution 10. The shares to be canceled\n\npursuant to this authorization shall not exceed 10% of our share capital in any 24-month period.\n\nThis authorization would be granted for a 12-month period (valid through June 29, 2027) and\n\nsupersedes the authorization for the same purpose granted by Resolution 15 of the Shareholders’\n\nMeeting of June 13, 2025.\n\nThe authorizations with the same scope granted respectively by the Shareholders’ Meeting held\n\non June 25, 2024 and by the Shareholders' Meeting held on June 13, 2025 were used by the Board of\n\nDirectors, for the first authorization above-mentioned, on December 5, 2024, effective as of December 9,\n\n2024, a total of 1,440,000 shares being thus canceled, and the second authorization above-mentioned,\n\non December 4, 2025, effective as of December 8, 2025, a total of 2,195,000 shares being thus canceled.\n\nFor the full text of Resolution 11, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 11.\n\n100\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 12:\n\nVOTE ON THE AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO REDUCE\n\nSHARE CAPITAL BY CANCELING SHARES ACQUIRED PURSUANT TO PROVISIONS OF ARTICLE\n\nL. 225-208 OF THE FRENCH COMMERCIAL CODE\n\nThe shareholders are asked to grant all powers to the Board of Directors for the purpose of\n\ncarrying out a share capital reduction not motivated by losses, on one or more occasions, up to a\n\nmaximum amount of €139,149.725 which represents 10% of our share capital as of December 31, 2025,\n\nby way of cancellation of a maximum of 5,565,989 of the Company’s shares with a par value €0.025 per\n\nshare, acquired by the Company in accordance with Article L. 225-208 of the French Commercial Code.\n\nThis authorization would allow the Company to comply with the provisions of Article L. 225-214 of\n\nthe French Commercial Code, which imposes the cancellation of shares purchased by the Company on\n\nthe grounds of Article L.225-208 that have not been allocated within one year of their repurchase.\n\nThis authorization would be granted for a 12-month period (valid through June 29, 2027) and\n\nsupersedes the authorization for the same purpose granted by Resolution 16 of the Shareholders’\n\nMeeting of June 13, 2025.\n\nThis authorization shall not be used during a public tender offer by a third party.\n\nFor the full text of Resolution 12, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 12.\n\n101\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 13:\n\nVOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE\n\nSHARE CAPITAL BY WAY OF A BUYBACK OF COMPANY STOCK FOLLOWING THE\n\nCANCELLATION OF REPURCHASED STOCK\n\nThe shareholders are asked to grant all powers to the Board of Directors for the purpose of\n\ncarrying out, in one or more times, one or more repurchases of shares (or ADSs) within the limit of a\n\nmaximum number of 11,131,979 shares (representing approximately 20% of the share capital of the\n\nCompany as of December 31, 2025) of a nominal value of €0.025 per share for the purposes of canceling\n\nthem and resulting in the Company's share capital reduction not arising from losses, of a maximum\n\nnominal amount of €278,299.475, in accordance with the provisions of Articles L.225-204 and L. 225-207\n\nof the French Commercial Code.\n\nShould the shareholders vote in favor of this Resolution, the Board of Directors would be\n\nauthorized to implement a share capital reduction by way of a share buyback offer to all Company\n\nshareholders and cancellation of the shares tendered by the shareholders, and to determine its final\n\namount. The cancellation of the shares so repurchased would have an accretive effect on shareholders.\n\nThe per share repurchase price will be determined by the Board of Directors within the limit of a\n\nmaximum price of $46.31 per share (or the equivalent in euros on the date of implementation of this\n\ndelegation), i.e., a maximum aggregate amount of $515,521,947.490 based upon the above maximum\n\nnumber of 11,131,979 shares.\n\nThe Company's creditors may object to the share capital reduction during a period of 20 days\n\nfollowing the filing at the Commercial Court registry of the minutes of the shareholders' meeting and of the\n\nminutes of the deliberations of the Board of Directors implementing the delegation.\n\nThis authorization would be granted for an 18-month period (valid through December 29, 2027).\n\nThis authorization could not be implemented in the event of a public tender offer on the Company\n\nby a third party.\n\nFor the full text of Resolution 13, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 13.\n\n102\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEQUITY RESOLUTIONS\n\nIntroduction\n\nThe following is an overview of the equity plan-related proposal being submitted for the approval\n\nof our shareholders, which is described in more detail below.\n\nOur shareholders previously authorized us, pursuant to Resolution 18 at the 2025 Annual General\n\nMeeting of June 13, 2025, to deliver up to 7,000,000 Ordinary Shares under our equity compensation\n\nplans (the “Existing Equity Pool”). As of March 31, 2026, approximately 1,419,693 Ordinary Shares (or\n\n904,263 full-value awards under our Fungible Share Ratio of 1.57, as discussed further below) remained\n\navailable for future delivery under the Existing Equity Pool. In the past year, the Company used only\n\ntreasury shares to settle vesting of equity awards and thus no incremental shareholder dilution resulted\n\nfrom the settlement of such awards. The Board of Directors believes that, given our organic and external\n\ngrowth strategy for 2026 and 2027, the Existing Equity Pool may be insufficient to meet our anticipated\n\nneeds prior to the 2027 Annual General Meeting.\n\nAdditionally, pursuant to Resolution 16 at the 2023 Annual General Meeting of June 13, 2023, our\n\nshareholders authorized the Board of Directors to grant stock options to subscribe for or purchase\n\nOrdinary Shares (“Options”) under the Amended 2016 Stock Option Plan (the “2016 Stock Option Plan”).\n\nFurther, pursuant to Resolutions 15 and 16 at the 2024 Annual General Meeting of June 25, 2024, our\n\nshareholders authorized the Board of Directors to grant, respectively, (i) time-based restricted stock units\n\n(“Time-Based RSUs” or “RSUs”) under the Amended and Restated 2015 Time-Based RSU Plan (the\n\n“2015 Time-Based RSU Plan”) and (ii) performance-based RSUs (“PSUs”) under the Amended and\n\nRestated 2015 Performance-Based Restricted Stock Unit Plan (the “2015 Performance-Based RSU\n\nPlan”). The 2016 Stock Option Plan, the 2015 Time-Based RSU Plan, and the 2015 Performance-Based\n\nRSU plan are herein referred to as the “Equity Plans.”\n\nPursuant to such Resolutions, the Board of Directors is authorized to grant Options until August\n\n13, 2026 and is authorized to grant Time-Based RSUs and PSUs until August 25, 2027. We are asking\n\nour shareholders to renew the authorization to grant Options pursuant to Resolution 14 at the Annual\n\nGeneral Meeting.\n\nAdditionally, pursuant to Resolution 15 below, we are requesting that shareholders authorize a\n\nshare reserve of 7,000,000 new Ordinary Shares, which will cover potential future grants under all three\n\nEquity Plans from the date of the 2026 Annual General Meeting (the “New Equity Pool”). Once the\n\nauthorization for the New Equity Pool is approved by shareholders, we will no longer be able to\n\ngrant any equity awards from the Existing Equity Pool. We commit to reduce the New Equity Pool\n\nby the number of shares that we grant under our Existing Equity Pool between March 31, 2026 and\n\nJune 29, 2026  (the 2026 Annual General Meeting date), unless the authorization for the New\n\nEquity Pool is not approved by shareholders. All awards, whether settled through newly issued shares\n\nor through the repurchase plan pursuant to Resolution 10, will be deducted from the New Equity Pool.\n\nAs of March 31, 2026, we held 5,561,756 treasury shares that could be used for equity incentive\n\ninstruments for our employees. These treasury shares were repurchased as part of our past share\n\nrepurchase programs and therefore can be used, within the appropriate time limits, for future RSU or PSU\n\ngrants, or delivered upon vesting of outstanding RSUs and PSUs, without any shareholder dilution. Our\n\nintention is to prioritize the use of treasury shares upon the vesting of outstanding RSUs and PSUs (as\n\nopposed to newly issued Ordinary Shares) in order to limit shareholder dilution.\n\nAdditionally, pursuant to the 2015 Time-Based RSU Plan and the 2015 Performance-Based RSU\n\nPlan, any RSU or PSU granted would be counted against the New Equity Pool limit as 1.57 shares for\n\nevery one RSU or PSU granted (the “Fungible Share Ratio”). The Board of Directors considered this\n\nFungible Share Ratio in connection with its determination of the size of the New Equity Pool for\n\nsubmission to our shareholders. With the Fungible Share Ratio, if we were to grant only RSUs and PSUs,\n\n103\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nthe New Equity Pool would permit the delivery of a maximum of approximately 4,458,599 Ordinary Shares\n\nunder our equity compensation plans.\n\nHistorical Overhang and Annual Share Usage\n\nWhile the use of equity is an important part of our compensation program, we are mindful of our\n\nresponsibility to our shareholders to exercise judgment in the granting of equity awards. As a result, we\n\nevaluated both our “overhang percentage” and annual share usage, or “burn rate,” in considering the\n\nadvisability of the New Equity Pool and its potential impact on our shareholders.\n\n•Overhang. The minimum and maximum overhang percentage before and after the New Equity\n\nPool, based on March 31, 2026 figures, are presented below:\n\nMinimum\n\nOverhang\n\nMaximum\n\nOverhang\n\nA: Stock Options and Warrants Outstanding Subject to Overhang(1)\n\n159,897\n\n159,897\n\nB: RSUs and PSUs(2) Outstanding Subject to Overhang\n\n5,967,539\n\n5,967,539\n\nC: Ordinary Shares Subject to Outstanding Awards Subject to\n\nOverhang (A+B)\n\n6,127,436\n\n6,127,436\n\nD: Ordinary Shares Available for Awards under the Existing Equity Pool\n\nCreating Overhang (3)\n\n—\n\n—\n\nE: Total (C+D)\n\n6,127,436\n\n6,127,436\n\nF: Ordinary Shares Outstanding as of March 31, 2026\n\n50,098,139\n\n50,098,139\n\nG: Actual Overhang before the New Equity Pool (E / F)\n\n12.23%\n\n12.23%\n\nH: Ordinary Shares in New Equity Pool Subject to Overhang\n\n—\n\n7,000,000\n\nI: Actual Overhang after the New Equity Pool ((C-D+H) / F)\n\n12.23%\n\n26.20%\n\n(1) The weighted average exercise price is $17.97 and the weighted average remaining contractual term is 3.1 years.\n\n(2) Reflects PSUs granted in February 2026 at target. The maximum payout potential is 200% of target. For additional information on this,\n\nsee the Compensation Discussion & Analysis section.\n\n(3) Reflects that the Company used only treasury shares to settle vesting of awards from the Existing Equity Pool and assumes\n\ncontinued use of treasury shares under such pool.  Any shares awarded under existing pool after March 31, 2026, will be deducted\n\nfrom the new pool.\n\nBecause we have used and intend to use only treasury shares to settle vested equity awards\n\nfrom the Existing Equity Pool, the 12.23% minimum overhang represents the number of outstanding\n\nequity awards divided by 50,098,139 Ordinary Shares outstanding as of March 31, 2026 (the “overhang\n\npercentage”).\n\nOnce the authorization for the New Equity Pool is approved by shareholders, we will no longer be\n\nable to grant any equity awards from the Existing Equity Pool. Taking into account the 7,000,000 shares\n\n(option/SAR equivalent) we will have available for future awards under the New Equity Pool, based on\n\nMarch 31, 2026 figures, our effective overhang percentage would be a minimum of 12.23% or a maximum\n\nof 26.20%, depending on our utilization of treasury shares in the future upon the vesting of outstanding\n\nRSUs and PSUs.\n\n104\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n•Annual Share Usage. The annual share usage, or burn rate, under our equity compensation\n\nprogram for the last three fiscal years was as follows:\n\n \n\nFiscal Year\n\n2025\n\n \n\nFiscal Year\n\n2024\n\n \n\nFiscal Year\n\n2023\n\n \n\nThree-Year\n\nAverage\n\nA: Stock Options and Warrants Granted\n\n0\n\n \n\n0\n\n \n\n0\n\n \n\n—\n\nB: RSUs Granted\n\n2,459,692\n\n \n\n1,613,009\n\n \n\n1,894,491\n\n \n\n1,989,064\n\nC: PSUs Granted(1)\n\n868,948\n\n \n\n1,104,534\n\n \n\n534,605\n\n \n\n836,029\n\nD: PSUs Earned\n\n143,997\n\n \n\n366,880\n\n \n\n406,298\n\n \n\n305,725\n\nE: Total Options, Stock Options and\n\nWarrants and RSUs Granted and Total\n\nPSUs Earned (A+B+D)\n\n2,603,689\n\n \n\n1,979,889\n\n \n\n2,300,789\n\n \n\n2,294,789\n\nF: Basic Weighted Average Ordinary\n\nShares Outstanding\n\n52,934,526\n\n54,817,136\n\n \n\n56,170,658\n\n \n\n54,640,773\n\nG: Burn Rate (E/F)\n\n4.92%\n\n \n\n3.61%\n\n \n\n4.10%\n\n \n\n4.21%\n\n(1)    Note that PSUs granted are shown at maximum rather than target. The increase in PSUs for 2024 reflects the change of\n\nthe maximum from 150% to 200%, and the increase in performance-based LTI for executives as a percentage of total LTI\n\n(50% to 70% for the CEO and 50% to 60% for other named executive officers). The earned number includes the results of\n\nthe first tranche of TSR PSUs for 2024, as well as the financial PSUs for 2025.\n\nAlthough our future annual share usage will depend upon and be influenced by a number of\n\nfactors, such as the number of plan participants and the price per share of our Ordinary Shares, the\n\nmaximum of 7,000,000 Ordinary Shares reserved for delivery under the New Equity Pool\n\n(or approximately 4,458,599 full-value awards under our Fungible Share Ratio of 1.57) will enable us to\n\ncontinue to utilize equity awards as an important component of our compensation program and help meet\n\nour objectives to attract, retain and incentivize talented personnel. The calculation of the New Equity Pool\n\ntook into account, among other things, our share price and volatility, our share burn rate and overhang,\n\nthe existing terms of our outstanding awards and the Fungible Share Ratio with respect to the grant of\n\nRSUs and PSUs. The Company also considered the guidelines of proxy advisory firms in connection with\n\nthe features of our equity compensation plans. The results of this analysis were presented to the\n\ncompensation committee and the Board of Directors for their approval. Upon approval of Resolution 15,\n\nbased on the factors described above, we estimate that the pool of available shares would last for\n\napproximately one (1) year.\n\nBackground of Criteo Equity Compensation Plans\n\nWe currently maintain the following equity compensation plans and arrangements: (i) the 2015\n\nTime-Based RSU Plan, pursuant to which we grant RSUs to our employees and may grant RSUs to our\n\ncorporate officers listed in Article L. 225-197-1 II of the French Commercial Code, (ii) the 2015\n\nPerformance-Based RSU Plan, pursuant to which we grant PSUs to our corporate officers listed in Article\n\nL. 225-197-1 II of the French Commercial Code, and certain employees, including Named Executive\n\nOfficers, members of executive management and other employees, and (iii) the 2016 Stock Option Plan,\n\npursuant to which we grant stock options to the corporate officers listed in Article L. 225-185 of the French\n\nCommercial Code and employees (same persons as for (ii)).\n\nThe 2015 Time-Based RSU Plan and 2015 Performance-Based RSU Plan were each adopted by\n\nour Board of Directors on July 30, 2015, and initially approved by our shareholders at the Combined\n\nShareholders’ Meeting on October 23, 2015. Our shareholders approved an amendment to each of the\n\n2015 Time-Based RSU Plan and the 2015 Performance-Based RSU Plan to change the Fungible Share\n\nRatio from 2.5 to 1.57 at the 2016 Annual General Meeting on June 29, 2016. The 2016 Stock Option\n\nPlan was adopted by our Board of Directors on April 7, 2016, and initially approved by our shareholders at\n\nthe 2016 Annual General Meeting on June 29, 2016.  At the 2025 Annual General Meeting held on June\n\n105\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\n13, 2025, our shareholders approved an amendment to the 2016 Stock Option Plan, to extend its 10 year\n\nterm through to June 13, 2035.\n\nThe purposes of our equity compensation plans and arrangements are to: (i) attract and retain the\n\nbest available personnel, in particular for positions of substantial responsibility; (ii) provide long-term\n\nincentives to grantees; (iii) align interests of grantees with the long-term interests of our shareholders; and\n\n(iv) promote the success of the Company’s business.\n\nAll equity and option awards to our named executive officers and certain other executives under\n\nthe 2016 Stock Option Plan, the 2015 Time-Based RSU Plan and the 2015 Performance-Based RSU\n\nPlan are subject to our clawback policy, which was adopted by our Board of Directors in October 2023\n\nand which incorporates the requirements of Rule 10D-1 under the Exchange Act, and the applicable\n\nNasdaq listing standards. The clawback policy requires us to recoup erroneously awarded incentive-\n\nbased compensation from current and former executive officers (as such term is defined in Rule 10D-1,\n\nfor purposes of this section, a “Section 16 officer”) in the event that the Company is required to prepare\n\nan accounting restatement due to material noncompliance with any financial reporting requirement under\n\nsecurities laws. The clawback policy became effective with respect to incentive-based compensation\n\nreceived by such Section 16 officers on or after October 2, 2023. A copy of the clawback policy is filed as\n\nExhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with\n\nthe SEC on February 26, 2026.\n\nEquity Compensation for Employees\n\nLong-term incentive compensation in the form of equity awards is an important tool for us to\n\nattract industry leaders of the highest caliber in the technology industry and to retain them for the long\n\nterm. We currently grant RSUs, subject only to time-based vesting, and PSUs, subject to the achievement\n\nof performance goals and time-based vesting, to our executive officers and certain other members of\n\nmanagement and employees, as determined by the Board of Directors. The mix of equity incentives that\n\nwe grant to our employees and executives, as appropriate, has been designed to ensure retention,\n\nshareholder alignment and, in the case of our executives, a pay-for-performance executive compensation\n\nprogram.\n\nSee “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive\n\nCompensation Program—Long-Term Incentive Compensation” for a detailed description of the equity\n\ncompensation provided to our named executive officers.\n\nAt the 2023 Annual General Meeting, we sought and received the approval of renewed\n\nauthorization from our shareholders to grant stock options (Resolution 16 adopted at the 2023 Annual\n\nGeneral Meeting). At the 2024 Annual General Meeting, we sought and received the approval or renewed\n\nauthorization from our shareholders to grant RSUs (Resolution 15 adopted at the 2024 Annual General\n\nMeeting) and PSUs (Resolution 16 adopted at the 2024 Annual General Meeting) and at the 2025 Annual\n\nGeneral Meeting, we received shareholder approval of an overall share reserve of 7,000,000 Ordinary\n\nShares (the Existing Equity Pool, as defined above) to cover all issuances under the foregoing equity\n\ncompensation plans from the date of the 2025 Annual General Meeting (Resolution 18 adopted at the\n\n2025 Annual General Meeting) that may be issued or delivered pursuant to stock options as set forth by\n\nResolution 16 of the 2023 Annual General Meeting of June 13, 2023 and RSUs and PSUs as set forth by\n\nResolutions 15 and 16 of the 2024 Annual General Meeting of June 25, 2024, as from the date of the\n\n2025 Annual General Meeting. Once the authorization for the New Equity Pool (as defined above) is\n\napproved by our shareholders, we will no longer be able to grant any equity awards from the Existing\n\nEquity Pool.\n\n106\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEquity Compensation for Directors\n\nWe believe that a combination of cash and equity is the best way to attract and retain directors\n\nwith the background, experience and skills necessary for a company such as ours, and is in line with the\n\nglobal technology industry’s practice. We further believe that a substantial portion of the remuneration that\n\nwe pay to directors should facilitate their investment in Company securities, considering that, under\n\nFrench law, non-employee directors may not be granted stock options or restricted stock awards (non-\n\nemployee directors may only be compensated in cash via their attendance fees). Equity ownership and\n\nshareholder alignment are essential components of our corporate governance and compensation\n\nphilosophy. For more information on the compensation provided to our independent directors, see\n\n“Director Compensation—Independent Director Compensation.”\n\nDescription of Principal Features of our Equity Compensation Plans and Amendments to Plans\n\nPursuant to SEC requirements, we are providing the following descriptions of the material terms\n\nof the equity compensation plans and arrangements that will collectively be subject to the requested New\n\nEquity Pool, including the 2016 Stock Option Plan, as amended by our Board of Directors on April 9,\n\n2025, the 2015 Time-Based RSU Plan, as amended by our Board of Directors on April 28, 2026 and the\n\n2015 Performance-Based RSU Plan, as amended by our Board of Directors on April 28, 2026. The\n\nfollowing description of the material terms of our equity compensation plans and arrangements is qualified\n\nin its entirety by the complete text of the plans, which are attached as Appendix A, Appendix B and\n\nAppendix C, respectively, to this proxy statement as filed with the SEC.\n\nDescription of Amendments to Plans\n\nThere are no amendments to the 2016 Stock Option Plan, as last amended by our Board of\n\nDirectors on April 9, 2025 and approved by shareholders on June 13, 2025, and no material amendments\n\nto the 2015 Time-Based RSU Plan or 2015 Performance-Based RSU Plan. The amendments to the 2015\n\nTime-Based RSU Plan and the 2015 Performance-Based RSU Plan adopted by our Board of Directors on\n\nApril 28, 2026 were to clarify that the Board of Directors has the sole discretion to determine whether\n\ndividend equivalents will be accumulated with respect to RSUs granted under the 2015 Time-Based RSU\n\nPlan or PSUs granted under the 2015 Performance-Based RSU Plan, and set out the methods through\n\nwhich any such dividend equivalents may be credited or paid, including in the form of cash, Ordinary\n\nShares or through reinvestment in additional RSUs and/or PSUs or in such other manner as the Board of\n\nDirectors may determine in its sole discretion.  However, consistent with the prior 2015 Time-Based RSU\n\nPlan and 2015 Performance-Based RSU Plan, in no event may any such dividend equivalents\n\naccumulated prior to vesting of RSUs or PSUs be paid to the RSU or PSU holder if the corresponding\n\nRSUs or PSUs do not vest.\n\nDescription of Principal Features of the Amended 2016 Stock Option Plan\n\nTypes of Awards; Eligibility. The 2016 Stock Option Plan provides for the discretionary grant of\n\noptions to purchase our Ordinary Shares to our employees and generally to employees of any company\n\nin which we hold, directly or indirectly, 10% or more of the share capital and voting rights as of the date of\n\nthe grant. Approximately 3,591 employees, including approximately 10 corporate officers, whether listed\n\nin the 2016 Stock Option Plan as eligible beneficiaries or employed by the Company or by any affiliated\n\ncompany under the terms and conditions of an employment contract, are eligible to be selected to\n\nparticipate in the 2016 Stock Option Plan. Participants in the 2016 Stock Option Plan will be determined\n\nat the discretion of the Board of Directors. Options granted under the 2016 Stock Option Plan may be\n\nintended to qualify as incentive stock options within the meaning of Section 422 of the U.S. Internal\n\nRevenue Code of 1986, as amended (the “Code” and such awards, “ISOs”), or may be options that do not\n\nqualify as ISOs (“NSOs”).\n\n107\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nShares Available; Certain Limitations. The maximum number of shares that may be issued or\n\ndelivered upon the exercise of options granted pursuant to Resolution 17 of the 2024 Annual General\n\nMeeting of June 25, 2024 will not exceed the overall number of shares remaining available for delivery in\n\nthe New Equity Pool which is subject to shareholder approval (Resolution 15). Subject to the foregoing,\n\nthe maximum number of Ordinary Shares that may be granted as ISOs is 4,600,000. Securities resulting\n\nfrom option exercises under the 2016 Stock Option Plan may consist of authorized but unissued Ordinary\n\nShares or existing shares of Criteo (treasury shares). If an option expires for any reason without having\n\nbeen exercised in full, the Ordinary Shares subject to the unexercised portion of the option will be\n\navailable for future grants under the 2016 Stock Option Plan. However, any shares delivered by an option\n\nholder or withheld by Criteo in payment of the subscription or exercise price and/or any tax withholding\n\nobligations or purchased on the open market with cash proceeds received from the exercise of options\n\nwill be deemed delivered and will not be available for future grant.\n\nIndividual Award Limitation.  The maximum number of Ordinary Shares that may be granted\n\nunder options in any fiscal year of Criteo to any individual employee is 2,200,000 Ordinary Shares.\n\nAdministration. The 2016 Stock Option Plan is administered by the Board of Directors. Subject to\n\nthe provisions of the 2016 Stock Option Plan, the Board of Directors will have the authority, in its\n\ndiscretion, to: (i) determine the fair market value of our Ordinary Shares; (ii) determine individuals to\n\nwhom options may be granted; (iii) select the individuals and determine whether and to what extent\n\noptions may be granted; (iv) approve or amend forms of option agreement; (v) determine the terms and\n\nconditions of options, consistent with the plan terms; (vi) construe and interpret the terms of the 2016\n\nStock Option Plan and options granted thereunder; (vii) prescribe, amend and rescind rules and\n\nregulations relating to the 2016 Stock Option Plan, including rules and regulations relating to sub-plans\n\nestablished for the purpose of qualifying for preferred tax treatment under foreign tax laws; (viii) modify or\n\namend each option, including the discretionary authority to accelerate the vesting of options, to allow for\n\noptions to continue to vest after an optionee’s termination, or to extend the post-termination exercise\n\nperiod of options after the termination of the employment agreement or the end of the term of office,\n\nlonger than is otherwise provided for in the 2016 Stock Option Plan, but in no event beyond the original\n\nterm of the option; (ix) authorize any person to execute on behalf of Criteo any instrument required to\n\neffect the grant of an option previously granted by the Board of Directors (x) determine the terms and\n\nrestrictions applicable to options; and (xi) make all other such determinations deemed necessary or\n\nappropriate to administer the 2016 Stock Option Plan. The Board of Directors’ decisions, determinations\n\nand interpretations will be final and binding on all option holders and other concerned parties.\n\nExercisability and Vesting: Minimum One-Year Vesting Period. The exercise price of an option\n\ngranted pursuant to the 2016 Stock Option Plan must be equal to the fair market value of the underlying\n\nshare, which, consistent with French market practice, is set by Criteo at the higher of (i) the closing price\n\non the day prior to the grant date and (ii) 95% of the average closing price during the 20 trading days prior\n\nto the grant date. The 2016 Stock Option Plan, as amended by our Board of Directors on April 9, 2025\n\nprovides that, in addition to the minimum price specified above, the exercise price of an option to acquire\n\ntreasury shares may not be less than 80% of the average price paid by Criteo for the purchase of the\n\ntreasury shares. At the time an option is granted, the Board of Directors will fix the vesting period. Any\n\noptions granted under the 2016 Stock Option Plan will be subject to a vesting period of at least one year,\n\nprovided that options representing a maximum of 5% of the New Equity Pool may be granted without any\n\nminimum vesting period. Criteo may nonetheless grant options that contain rights to accelerated vesting\n\nupon termination of employment (including on death, as required by French law), or otherwise exercise\n\ndiscretion to accelerate vesting under the 2016 Stock Option Plan.\n\nOptions, once vested, may be exercised during their term, which will be no more than nine years\n\nand six months from the date of grant of the option except in the case of an option holder’s death or\n\ndisability during such term. To exercise an option, the option holder may pay the exercise price in cash or\n\nby such other methods as permitted by the Board of Directors, such as by the Company’s withholding in\n\nOrdinary Shares with a value sufficient to cover the aggregate exercise price.\n\n108\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nNo Repricing: The Board of Directors may not reduce the exercise price of an option without\n\nshareholder approval or cancel an option in exchange for a replacement option with a lower exercise\n\nprice or for cash, other than in the case of a capitalization adjustment or a change in control, as provided\n\nin the 2016 Stock Option Plan.\n\nEquitable Adjustments. In the event of the carrying out by Criteo of any of the financial operations\n\npursuant to Article L. 225-181 of the French Commercial Code as follows: (i) amortization or reduction of\n\nshare capital, (ii) a change to the allocation of profits, (iii) a distribution of free shares, (iv) capitalization of\n\nreserves, profits or issuance premiums or (v) an issuance of shares or securities giving right to shares to\n\nbe subscribed for in cash or by set-off of existing indebtedness offered exclusively to shareholders, the\n\nBoard of Directors will take the required measures to protect the interest of the option holders in the\n\nconditions set forth in Article L. 228-99 of the French Commercial Code.\n\nAdditionally, in the event of a change in corporate capitalization, such as a stock split, or a\n\ncorporate transaction, such as any merger, consolidation, separation, including a spin off/split-up, or other\n\ndistribution of stock or property of Criteo, any reorganization or any partial or complete liquidation of\n\nCriteo, the Board of Directors may make such adjustment in the number and class of Ordinary Shares\n\nwhich may be delivered under the 2016 Stock Option Plan, in the exercise or purchase price per share\n\nunder any outstanding option, and in the individual and ISO option limits as it determines to be\n\nappropriate and equitable, in its sole discretion, to prevent dilution or enlargement of rights. No such\n\nadjustment will cause any option which is or becomes subject to Section 409A of the Code (“Section\n\n409A”) to fail to comply with the requirements of such section.\n\nAward Treatment Upon a Change in Control. Unless otherwise provided by the Board of\n\nDirectors, in an agreement between Criteo or its affiliates and the option holder or in the applicable award\n\nagreement, in the event of a change in control (as defined in the 2016 Stock Option Plan), each\n\noutstanding option will be assumed or an equivalent option or right substituted by the successor\n\ncorporation or a parent or subsidiary of the successor corporation. In the event that the successor\n\ncorporation or parent or subsidiary of the successor corporation does not agree to assume or substitute\n\nfor the outstanding options, each option that is not assumed or substituted for, will accelerate and become\n\nfully vested and exercisable prior to the consummation of the change in control at such time and on such\n\nconditions as the Board of Directors determines. In addition, if an option becomes fully vested and\n\nexercisable in lieu of assumption or substitution in the event of a change in control, the Board of Directors\n\nwill notify the relevant option holder in writing or electronically that his or her option will be fully vested and\n\nexercisable for a period of time, which will not be less than 10 days, determined by the Board of Directors\n\nin its sole discretion, and the option will terminate upon the expiration of such period.\n\nAn option will be considered assumed if: (i) following the change in control, the option confers the\n\nright to purchase or receive, for each share subject to the option immediately prior to the change in\n\ncontrol, the consideration (whether stock, cash or other securities or property) or the fair market value of\n\nthe consideration received in the change in control by holders of shares for each such share held on the\n\neffective date of the transaction (and if holders were offered a choice of consideration, the type of\n\nconsideration chosen by the holders of a majority of the outstanding shares), provided that the\n\nconsideration received in the change in control is not solely common stock of the successor corporation\n\nor its parent, the Board of Directors may, with the consent of the successor corporation, provide for the\n\nconsideration to be received upon the exercise of an option for each share subject to such option to be\n\nsolely common stock of the successor corporation or its parent equal in fair market value to the per share\n\nconsideration received by holders of common stock of Criteo in the change in control; (ii) any securities of\n\nthe successor corporation or its parent forming part of the substitute option following the change in control\n\nare freely tradable on a major stock exchange; and (iii) the option otherwise remains subject to the same\n\nterms and conditions that were applicable to the option immediately prior to the change in control.\n\nNotwithstanding any provision of the 2016 Stock Option Plan to the contrary, in the event that\n\neach outstanding option is not assumed or substituted in connection with a change in control, the Board\n\nof Directors may, in its discretion, provide that each option shall, immediately upon the occurrence of a\n\n109\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nchange in control, be canceled in exchange for a payment in cash or securities in an amount equal to (x)\n\nthe excess (if any) of the consideration paid per share in the change in control over the exercise or\n\npurchase price per share subject to the option multiplied by (y) the number of shares granted under the\n\noption. Without limiting the generality of the foregoing, in the event that the exercise or purchase price per\n\nshare subject to the option is greater than or equal to the consideration paid per share in the change in\n\ncontrol, then the Board of Directors, in its discretion, cancel such option without any consideration upon\n\nthe occurrence of a change in control.\n\nClawback. In October 2023, we adopted a clawback policy, which incorporates the requirements\n\nof Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy\n\nrequires us to recoup erroneously awarded incentive-based compensation from current and former\n\nexecutive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16\n\nofficer”) in the event that the Company is required to prepare an accounting restatement due to material\n\nnoncompliance with any financial reporting requirement under securities laws. The clawback policy\n\nbecame effective with respect to incentive-based compensation received by such Section 16 officers on\n\nor after October 2, 2023. Under the 2016 Stock Option Plan, all options will also be subject to any\n\nclawback required by applicable laws, regulations or trading rules of any exchange on which the\n\nCompany’s shares are listed at such time.\n\nShare Ownership Guidelines.  The 2016 Stock Option Plan reflects that Ordinary Shares acquired\n\npursuant to options may need to be held by the option holder to comply with Criteo’s Share Ownership\n\nGuidelines.\n\nAmendment and Termination of the Plan. The Board of Directors will have the authority to amend,\n\nalter, suspend or terminate the 2016 Stock Option Plan at any time. Criteo will obtain shareholder\n\napproval of any amendment to the extent necessary and desirable to comply with applicable laws\n\n(including the requirements of any exchange or quotation system on which Criteo’s ADSs or Ordinary\n\nShares may then be listed or quoted). Such shareholder approval, if required, will be obtained in such a\n\nmanner and to such a degree as is required by the applicable law, rule or regulation. If not terminated\n\nearlier by the Board of Directors, the 2016 Stock Option Plan, as amended and restated on April 9, 2025,\n\nwill remain in effect until June 13, 2035.\n\nDividends and Dividend Equivalents. Option holders do not have any right to receive any\n\ndividends paid prior to the date of exercise of such Option and in no event are dividend equivalents\n\npayable with respect to Options under the 2016 Stock Option Plan.\n\nGoverning Law. The 2016 Stock Option Plan is governed by the laws of the French Republic.\n\nDescription of Principal Features of the 2015 Time-Based RSU Plan\n\nTypes of Awards; Eligibility. The 2015 Time-Based RSU Plan provides for the grant of RSUs to\n\nour employees and employees of any company or group in which we hold, directly or indirectly, 10% or\n\nmore of the share capital and voting rights as of the date of the grant, as well as to our corporate officers\n\nunder Article L. 225-197-1 II of the French Commercial Code (i.e., currently including the chairperson of\n\nthe Board of Directors, the Chief Executive Officer and certain of our other executive officers).\n\nApproximately 3,591 employees (not including any new hires in 2026), including approximately 10\n\ncorporate officers, are eligible to be selected to participate in the 2015 Time-Based RSU Plan.\n\nParticipants in the 2015 Time-Based RSU Plan are determined at the discretion of the Board of Directors.\n\nShares Available; Certain Limitations. The maximum number of shares that may be granted or\n\nvested free of charge pursuant to Resolution 15 of the 2024 Annual General Meeting of June 25, 2024 will\n\nnot exceed the overall number of shares remaining available for delivery in the New Equity Pool, which is\n\nsubject to shareholder approval (Resolution 15). Any RSUs granted under the 2015 Time-Based RSU\n\nPlan are counted against the New Equity Pool limit as 1.57 shares for every one RSU granted, including\n\n110\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nany RSUs or Ordinary Shares relating to dividend equivalents on RSUs. RSUs subject to the 2015 Time-\n\nBased RSU Plan may consist of authorized but unissued or existing Ordinary Shares of Criteo.\n\nIn the event that an RSU is terminated or canceled without having vested, the Ordinary Shares\n\nsubject to the unvested and forfeited portion of the RSUs will, provided the 2015 Time-Based RSU Plan is\n\nstill in effect, again be available for future awards to the 2015 Time-Based RSU Plan or the 2015\n\nPerformance-Based RSU Plan.\n\nNotwithstanding any provision of the 2015 Time-Based RSU Plan to the contrary, shares withheld\n\nor reacquired by Criteo in satisfaction of tax withholding obligations with respect to a grantee will not\n\nagain be available for delivery under the 2015 Time-Based RSU Plan.\n\nAdministration. The 2015 Time-Based RSU Plan is administered by the Board of Directors.\n\nSubject to the provisions of the 2015 Time-Based RSU Plan, the Board of Directors has the authority, in\n\nits discretion, to determine (i) the terms, conditions and restrictions applicable to RSUs (which need not\n\nbe identical) granted to any grantee and any shares acquired pursuant to such grant and (ii) whether, to\n\nwhat extent, and under what circumstances RSUs may be settled, canceled, forfeited, exchanged or\n\nsurrendered.\n\nVesting and Minimum Vesting Period. RSUs will vest at the times and upon the conditions that\n\nthe Board of Directors may determine, as reflected in an applicable award agreement. RSUs granted\n\nunder the 2015 Time-Based RSU Plan vest solely on the basis of continued employment through the end\n\nof the vesting period, provided that (unless otherwise determined by the Board of Directors at the time of\n\ngrant and except for grantees who are subject to taxation in certain enumerated countries) if a grantee\n\nleaves the Company more than one year after the grant date of the RSUs but before the first vesting date,\n\nthey will receive a pro-rata portion of the grant on the first vesting date and the rest of the award will be\n\nautomatically forfeited. RSUs have a minimum vesting period of one year. Additionally, RSUs are subject\n\nto a holding period of one year, provided the Board of Directors may reduce or remove the holding period\n\nentirely so long as the vesting period and any holding period, taken together, last at least two years after\n\nthe grant date.\n\nEquitable Adjustments. In the event certain changes occur to Criteo’s capitalization such as (i) an\n\namortization or reduction of its share capital, (ii) a change to the allocation of its profits, (iii) a distribution\n\nof its free shares, (iv) the capitalization of reserves, profits, issuance premiums or (v) an issuance of\n\nshares or securities giving right to shares to be subscribed for in cash or by set-off of existing\n\nindebtedness offered exclusively to the shareholders, the Board of Directors may adjust the maximum\n\nnumber of Ordinary Shares underlying RSUs or take other such action as may be provided in Article L.\n\n225-181 and Article L. 228-99 of the French Commercial Code.\n\nAward Treatment Upon a Change in Control. In the event of a change in control (as defined in the\n\n2015 Time-Based RSU Plan), if a successor corporation or a parent or subsidiary of the successor\n\ncorporation does not agree to assume or substitute outstanding RSUs, and only if the RSUs were granted\n\nat least one year prior to the date of the change in control, the restrictions and forfeiture conditions\n\napplicable to the RSUs will lapse and the RSUs will be deemed fully vested prior to the consummation of\n\na change in control. RSUs granted within one year prior to the consummation of the change in control will\n\neither be assumed, substituted or canceled, as set forth below.\n\nA successor corporation or a parent or subsidiary of a successor corporation will be considered to\n\nhave assumed or substituted for outstanding RSUs where: (i) following the change in control, the terms of\n\nthe RSU provide the right to receive, for each ordinary share of Criteo subject to the RSU immediately\n\nprior to the change in control, the consideration (whether stock, cash or other securities or property) or the\n\nfair market value of the consideration that the shareholders of Criteo received for their ordinary share on\n\nthe effective date of the change in control (if the consideration received by the shareholders does not\n\nconsist solely of common stock of the successor corporation or its parent, the Board of Directors may,\n\nwith the consent of the successor corporation, provide for the consideration to be received for each RSU\n\n111\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nto consist of common stock of the successor corporation or its parent, which is equal in fair market value\n\nto the per share consideration received by the shareholders of the Company in the change in control); (ii)\n\nany securities of the successor corporation or its parent forming part of the RSUs following the change in\n\ncontrol are freely tradable on a major stock exchange; and (iii) the RSUs otherwise remain subject to the\n\nsame terms and conditions that were applicable immediately prior to the change in control.\n\nExcept as would otherwise result in adverse tax consequences under Section 409A, the Board of\n\nDirectors may, in its discretion, provide that each RSU will, immediately upon the occurrence of a change\n\nin control, be canceled in exchange for a payment in cash or securities in an amount equal to (i) the\n\nconsideration paid per ordinary share of Criteo in the change in control multiplied by (ii) the number of\n\nshares subject to each RSU. The Board of Directors will not be required to treat each outstanding grant of\n\nRSUs similarly. The 2015 Time-Based RSU Plan provides the Board of Directors discretion to determine\n\nhow such cancellation payments are made, including subjecting such payments to vesting conditions\n\ncomparable to the RSUs surrendered, subjecting such payments to escrow or holdback provisions\n\ncomparable to those imposed upon Criteo’s shareholders in connection with the change in control, or\n\ncalculating and paying the present value of payments that would otherwise be subject to escrow or\n\nholdback terms.\n\nClawback. In October 2023, we adopted a clawback policy, which incorporates the requirements\n\nof Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy\n\nrequires us to recoup erroneously awarded incentive-based compensation from current and former\n\nexecutive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16\n\nofficer”) in the event that the Company is required to prepare an accounting restatement due to material\n\nnoncompliance with any financial reporting requirement under securities laws. The clawback policy\n\nbecame effective with respect to incentive-based compensation received by such Section 16 officers on\n\nor after October 2, 2023. Under the 2015 Time-Based RSU Plan, all RSUs are also subject to any\n\nclawback required by applicable laws, regulations or trading rules of any exchange on which the\n\nCompany’s shares are listed at such time.\n\nShare Ownership Guidelines.  The 2015 Time-Based RSU Plan reflects that Ordinary Shares\n\nacquired pursuant to RSUs may need to be held by the grantee to comply with Criteo’s Share Ownership\n\nGuidelines.\n\nAmendment and Termination of the Plan. The Board of Directors has the authority to amend,\n\nalter, suspend or terminate the 2015 Time-Based RSU Plan at any time. Criteo will obtain shareholder\n\napproval of any amendment to the extent necessary and desirable to comply with applicable laws\n\n(including the requirements of any exchange or quotation system on which Criteo’s ADSs or Ordinary\n\nShares may then be listed or quoted). Such shareholder approval, if required, will be obtained in such a\n\nmanner and to such a degree as is required by the applicable law, rule or regulation.\n\nProhibition on Payment of Dividends Prior to Vesting. Since April 23, 2020, the 2015 Time-Based\n\nRSU Plan has expressly prohibited any payment of dividends or dividend equivalents accumulated prior\n\nto the vesting of RSU awards if such RSU awards do not become vested. On April 28, 2026, we amended\n\nthe 2015 Time-Based RSU Plan to clarify the Board of Directors' discretion regarding the accumulation of\n\ndividend equivalents prior to the vesting of RSUs awards and the manner in which such dividend\n\nequivalents may be accumulated, whether in cash or Ordinary Shares or through the reinvestment in\n\nadditional RSUs or in such other manner as the Board of Directors may determine. However, in all cases,\n\nsuch dividend equivalents will be subject to the same conditions and restrictions (including without\n\nlimitation, any forfeiture conditions) as the RSUs to which they are attributable. RSUs that do not vest do\n\nnot give a right to any dividend paid or dividend equivalent accumulated prior to the applicable vesting\n\ndate.\n\nGoverning Law. The 2015 Time-Based RSU Plan is governed by the laws of the French Republic.\n\n112\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nDescription of Principal Features of the 2015 Performance-Based RSU Plan\n\nTypes of Awards; Eligibility. The 2015 Performance-Based RSU Plan provides for the\n\ndiscretionary grant of PSUs to our named executive officers, as well as to certain members of executive\n\nmanagement and other employees and employees of any company or group in which Criteo holds,\n\ndirectly or indirectly, 10% or more of the share capital and voting rights as of the date of the grant. A total\n\nof approximately 3,591 employees (not including any new hires in 2026), including the Chief Executive\n\nOfficer and the other two executive officers, are eligible to be selected to participate in the 2015\n\nPerformance-Based RSU Plan; however, based on past practice of the compensation committee and the\n\nBoard of Directors, only members of our leadership team are generally selected to participate in the 2015\n\nPerformance-Based RSU Plan). Participants in the 2015 Performance-Based RSU Plan are determined\n\nat the discretion of the Board of Directors. For the number of employees employed by us and our\n\nsubsidiaries, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31,\n\n2025 filed with the SEC on February 26, 2026. \n\nShares Available; Certain Limitations. The maximum number of shares that may be granted or\n\nthat may vest free of charge pursuant to PSUs issued under Resolution 16 of the 2024 Annual General\n\nMeeting of June 25, 2024 (or any renewal of such authorization) will not exceed the overall number of\n\nshares remaining available for delivery in the New Equity Pool, which is subject to shareholder approval\n\n(Resolution 15). In the event that a PSU is terminated or canceled without having vested, the Ordinary\n\nShares relating to the unvested and forfeited portion of the PSU will, provided the 2015 Performance-\n\nBased RSU Plan is still in effect, again be available for future awards to the 2015 Performance-Based\n\nRSU Plan or the 2015 Time-Based RSU Plan. Notwithstanding any provision of the 2015 Performance-\n\nBased RSU Plan to the contrary, shares withheld or reacquired by Criteo in satisfaction of tax withholding\n\nobligations with respect to a grantee will not again be available for issuance or transfer under the 2015\n\nPerformance-Based RSU Plan. Any PSUs granted under the 2015 Performance-Based RSU Plan are\n\ncounted against the New Equity Pool limit as 1.57 shares for every one PSU granted, including any PSUs\n\nor Ordinary Shares relating to dividend equivalents or PSUs. PSUs subject to the 2015 Performance-\n\nBased RSU Plan may consist of authorized but unissued or existing Ordinary Shares of Criteo.\n\nIndividual Award Limitation. With respect to any PSU granted under the 2015 Performance-Based\n\nRSU Plan, unless otherwise determined by the Board of Directors, no single individual will be granted\n\nPSUs in respect of more than 1,000,000 Ordinary Shares for any single fiscal year. \n\nAdministration. The 2015 Performance-Based RSU Plan is administered by the Board of\n\nDirectors. Subject to the provisions of the 2015 Performance-Based RSU Plan, the Board of Directors has\n\nthe authority, in its discretion, to determine (i) the terms, conditions and restrictions applicable to PSUs\n\n(which need not be identical) to any participant and any shares acquired pursuant to such grant and (ii)\n\nwhether, to what extent, and under what circumstances PSUs may be settled, canceled, forfeited,\n\nexchanged or surrendered.\n\nVesting and Minimum Vesting Period. PSUs will vest at the times and upon the conditions that\n\nthe Board of Directors may determine, as reflected in an applicable award agreement. PSUs granted\n\nunder the 2015 Performance-Based RSU Plan will vest (i) on the basis of time, provided that the\n\nparticipant remains employed with us through the end of the vesting period (subject to the following\n\nsentence), and (ii) on the basis of an attainment of one or more performance targets determined by the\n\nBoard of Directors at the time of grant. Unless otherwise determined by the Board of Directors at the time\n\nof grant, if a grantee leaves the Company more than one year after the grant date of the PSUs but before\n\nthe first vesting date and any of the performance targets related to the grant have been met at 100%\n\nattainment or higher, the grantee will receive the portion of their grant relating to those performance\n\ntargets that have been fully met on the first vesting date, and the rest of the award will be automatically\n\nforfeited. In accordance with French law, PSUs have a minimum vesting period of one year. Additionally,\n\nPSUs are subject to a holding period of one year, provided the Board of Directors may reduce or remove\n\nthe holding period entirely so long as the vesting period and any holding period, taken together, last at\n\n113\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nleast two years after the grant date. However, in the event of termination of a grantee’s employment due\n\nto the grantee’s disability or death, the time-based vesting conditions will be deemed met and the PSUs\n\nwill vest to the extent that the performance targets have been attained, as determined by the Board of\n\nDirectors as of the grantee’s disability or death.\n\nThe ultimate acquisition by the recipients of PSU grants of any shares subject to the PSUs is\n\nsubject to or conditioned upon, in whole or in part, the achievement of certain performance criteria. At the\n\ntime of grant, the Board of Directors will establish in writing the applicable performance period,\n\nperformance award formula and one or more performance targets which, when measured at the end of\n\nthe performance period, will determine, on the basis of the performance award formula, the final number\n\nof shares to be acquired by the participant. The Board of Directors will have full power and final authority,\n\nin its discretion, to alter or cancel the performance targets or performance award formula applicable to a\n\ngrantee, including, without limitation, in the event that the participant changes roles or functions within\n\nCriteo or any of our affiliates during the performance period.\n\nPerformance Targets. Performance will be evaluated by the Board of Directors on the basis of\n\ntargets to be attained with respect to one or more measures of business or financial performance\n\n(“Performance Criteria”). Except as otherwise determined by the Board of Directors and, in each case, to\n\nthe extent applicable, Performance Criteria will have the same meanings as used in our financial\n\nstatements, or, if such terms are not used in our financial statements, they will have the meaning applied\n\npursuant to generally accepted accounting principles or as used generally in the Company’s industry.\n\nExcept as otherwise determined by the Board of Directors, the Performance Criteria applicable to the\n\nacquisition of shares subject to a PSU will be calculated in accordance with generally accepted\n\naccounting principles and will exclude the effect (whether positive or negative) of any change in\n\naccounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Board of\n\nDirectors, occurring after the establishment of the performance targets applicable to the acquisition of the\n\nshares. Each such adjustment, if any, will be made solely for the purpose of providing a consistent basis\n\nfrom period to period for the calculation of Performance Criteria in order to prevent the dilution or\n\nenlargement of the participant’s rights with respect to the acquisition of the shares subject to the PSUs.\n\nPerformance Criteria may be one or more of the following or such other measures, as determined\n\nby the Board of Directors: (i) Contribution ex-TAC; (ii) Adjusted EBITDA, as defined by the Company in its\n\nfinancial statements as filed with the SEC; (iii) Retail Media Contribution ex-TAC, (iv) cash flow from\n\noperating activities; (v) stock price; (vi) completion of identified special project(s); or (vii) any combination\n\nof the foregoing. Notwithstanding the foregoing, the Board of Directors may provide that one or more\n\nobjectively determinable adjustments will be made to the Performance Criteria, which may include\n\nadjustments that would cause the measures to be considered “non-GAAP financial measures” under rules\n\npromulgated by the SEC.\n\nWhere applicable, performance targets may be expressed in terms of attaining a specified level of\n\nthe Performance Criteria or the attainment of a percentage increase or decrease in the particular\n\nPerformance Criteria, and may be applied to one or more of the Company, any subsidiary or affiliate of\n\nthe Company, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof,\n\nor may be applied to the performance of the Company or any subsidiary or affiliate thereof relative to a\n\nmarket index, a group of other companies or a combination thereof, all as determined by the Board of\n\nDirectors. The performance targets may be subject to a threshold level of performance below which no\n\nshares will be acquired, levels of performance at which specified numbers of shares will be acquired, and\n\na maximum level of performance above which no additional number of shares will be acquired (or at\n\nwhich full vesting will occur).\n\nEquitable Adjustments. In the event certain changes occur to Criteo’s capitalization such as (i) an\n\namortization or reduction of its share capital, (ii) a change to the allocation of its profits, (iii) a distribution\n\nof its free shares, (iv) the capitalization of reserves, profits, issuance premiums or (v) an issuance of\n\nshares or securities giving right to shares to be subscribed for in cash or by set-off of existing\n\nindebtedness offered exclusively to the shareholders, the Board of Directors may adjust the maximum\n\n114\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nnumber Ordinary Shares underlying grants of PSUs or take other such action as may be provided in\n\nArticle L. 225-181 and Article L. 228-99 of the French Commercial Code.\n\nAward Treatment Upon a Change in Control. In the event of a change in control (as described in\n\nthe 2015 Performance-Based RSU Plan), if a successor corporation or a parent or subsidiary of the\n\nsuccessor corporation does not agree to assume or substitute outstanding PSUs, and the PSUs were\n\ngranted at least one year prior to the date of the change in control, the restrictions and forfeiture\n\nconditions applicable to the PSUs will lapse and the PSUs will be deemed fully vested at the target level\n\nof performance prior to the consummation of a change in control. PSUs granted within one year prior to\n\nthe consummation of the change in control will either be assumed, substituted or canceled, as set forth\n\nbelow.\n\nA successor corporation or a parent or subsidiary of a successor corporation will be considered to\n\nhave assumed or substituted for outstanding PSUs where: (i) following the change in control, the terms of\n\nthe PSU provide the right to receive, for each ordinary share of Criteo subject to the PSU immediately\n\nprior to the change in control, the consideration (whether stock, cash, or other securities or property) or\n\nthe fair market value of the consideration that the shareholders of Criteo received for their Ordinary\n\nShares on the effective date of the change in control (if the consideration received by the shareholders\n\ndoes not consist solely of common stock of the successor corporation or its parent, the Board of Directors\n\nmay, with the consent of the successor corporation, provide for the consideration to be received for each\n\nPSU to consist of common stock of the successor corporation or its parent, which is equal in fair market\n\nvalue to the per share consideration received by the shareholders of the Company in the change in\n\ncontrol); (ii) any securities of the successor corporation or its parent forming part of the PSUs following\n\nthe change in control are freely tradable on a major stock exchange; and (iii) the PSUs otherwise remain\n\nsubject to the same terms and conditions that were applicable immediately prior to the change in control.\n\nExcept as would otherwise result in adverse tax consequences under Section 409A, the Board of\n\nDirectors may, in its discretion, provide that each PSU will, immediately upon the occurrence of a change\n\nin control, be canceled in exchange for a payment in cash or securities in an amount equal to (i) the\n\nconsideration paid per ordinary share of Criteo in the change in control multiplied by (ii) the number of\n\nshares subject to each PSU. The Board of Directors will not be required to treat each outstanding grant of\n\nPSUs similarly. The 2015 Performance-Based RSU Plan provides the Board of Directors discretion to\n\ndetermine how such cancellation payments are made, including subjecting such payments to vesting\n\nconditions comparable to the PSUs surrendered, subjecting such payments to escrow or holdback\n\nprovisions comparable to those imposed upon Criteo’s shareholders in connection with the change in\n\ncontrol, or calculating and paying the present value of payments that would otherwise be subject to\n\nescrow or holdback terms.\n\nClawback. In October 2023, we adopted a clawback policy, which incorporates the requirements\n\nof Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy\n\nrequires us to recoup erroneously awarded incentive-based compensation from current and former\n\nexecutive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16\n\nofficer”) in the event that the Company is required to prepare an accounting restatement due to material\n\nnoncompliance with any financial reporting requirement under securities laws. The clawback policy\n\nbecame effective with respect to incentive-based compensation received by such Section 16 officers on\n\nor after October 2, 2023. Under the 2015 Performance-Based RSU Plan, all PSUs shall also be subject to\n\nany clawback required by applicable laws, regulations or trading rules of any exchange on which the\n\nCompany’s shares are listed at such time.\n\nShare Ownership Guidelines.  The 2015 Performance-Based RSU Plan reflects that Ordinary\n\nShares acquired pursuant to PSUs may need to be held by the grantee to comply with Criteo’s Share\n\nOwnership Guidelines.\n\nAmendment and Termination of the Plan. The Board of Directors has the authority to amend,\n\nalter, suspend or terminate the 2015 Performance-Based RSU Plan at any time. Criteo will obtain\n\n115\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nshareholder approval of any amendment to the extent necessary and desirable to comply with applicable\n\nlaws (including the requirements of any exchange or quotation system on which Criteo’s ADSs or\n\nOrdinary Shares may then be listed or quoted). Such shareholder approval, if required, will be obtained in\n\nsuch a manner and to such a degree as is required by the applicable law, rule or regulation.\n\nProhibition on Payment of Dividends Prior to Vesting. Since April 23, 2020, the 2015\n\nPerformance-Based RSU Plan has expressly prohibited any payment of dividends or dividend equivalents\n\naccumulated prior to the vesting of PSU awards if such PSU awards do not become vested. On April 28,\n\n2026, we amended the 2015 Performance-Based RSU Plan to clarify the Board of Directors' discretion\n\nregarding the accumulation of dividend equivalents prior to the vesting of PSUs awards and the manner in\n\nwhich such dividend equivalents may be accumulated, whether in cash or Ordinary Shares or through the\n\nreinvestment in additional PSUs or in such other manner as the Board of Directors may determine.\n\nHowever, in all cases, such dividend equivalents will be subject to the same conditions and restrictions\n\n(including without limitation, any forfeiture conditions) as the PSUs to which they are attributable. PSUs\n\nthat do not vest do not give a right to any dividend paid or dividend equivalent accumulated prior to the\n\napplicable vesting date.\n\nGoverning Law. The 2015 Performance-Based RSU Plan is governed by the laws of the French\n\nRepublic.\n\nCertain Federal Income Tax Consequences Under Equity Plans and Arrangements\n\nThe following is a summary of certain U.S. federal income tax consequences of awards under our\n\nequity compensation plans and arrangements, the material terms of which are discussed above. It does\n\nnot purport to be a complete description of all applicable rules, and those rules (including those\n\nsummarized here) are subject to change. The summary discusses only federal income tax laws and does\n\nnot discuss any state or local or non-U.S. tax laws that may be applicable.\n\nIncentive Stock Options (“ISOs”). In general, no taxable income is realized by a participant upon\n\nthe grant of an ISO. If Ordinary Shares are delivered to a participant pursuant to the exercise of an ISO,\n\nthen, generally (i) the participant will not realize ordinary income with respect to the exercise of the option,\n\n(ii) upon sale of the underlying shares acquired upon the exercise of an ISO, any amount realized in\n\nexcess of the exercise price paid for the shares will be taxed to the participant as capital gain and (iii)\n\nCriteo will not be entitled to a deduction. The amount by which the fair market value of the stock on the\n\nexercise date of an ISO exceeds the purchase price generally will, however, constitute an item which\n\nincreases the participant’s income for purposes of the alternative minimum tax. However, if the participant\n\ndisposes of the shares acquired on exercise before the later of the second anniversary of the date of\n\ngrant or one year after the receipt of the shares by the participant (a “disqualifying disposition”), the\n\nparticipant generally would include in ordinary income in the year of the disqualifying disposition an\n\namount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the\n\namount realized on the disposition of the shares), over the exercise price paid for the shares. If ordinary\n\nincome is recognized due to a disqualifying disposition, Criteo would generally be entitled to a deduction\n\nin the same amount. Subject to certain exceptions, an ISO generally will not be treated as an ISO if it is\n\nexercised more than three months following termination of employment. If an ISO is exercised at a time\n\nwhen it no longer qualifies as an ISO, it will be treated for tax purposes as an NSO as discussed below.\n\nNonqualified Stock Options (“NSOs”). In general, no taxable income is realized by a participant\n\nupon the grant of an NSO. Rather, at the time of exercise of the NSO, the participant will recognize\n\nordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value\n\nof the Ordinary Shares purchased over the exercise price. Criteo generally will be entitled to a tax\n\ndeduction at such time and in the same amount, if any, that the option holder recognizes as ordinary\n\nincome. The participant’s tax basis in any Ordinary Shares received upon exercise of an NSO will be the\n\nfair market value of the Ordinary Shares on the date of exercise, and if the shares are later sold or\n\nexchanged, then the difference between the amount received upon such sale or exchange and the fair\n\n116\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nmarket value of such shares on the date of exercise will generally be taxable as long-term or short-term\n\ncapital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time\n\nsuch shares were held by the participant.\n\nRestricted Stock Units. In general, the grant of RSUs will not result in taxable income for the\n\nparticipant or in a tax deduction for Criteo. Upon the settlement of the grant in shares, the participant will\n\nrecognize ordinary income equal to the aggregate value of the payment received, and Criteo generally will\n\nbe entitled to a tax deduction at the same time and in the same amount.\n\nRecent Share Price\n\nOn March 31, 2026, the closing sale price of an American Depositary Share representing one\n\nordinary share of the Company on the Nasdaq Stock Market was $17.93 per share.\n\nNew Plan Benefits\n\nAwards under the 2016 Stock Option Plan, the 2015 Time-Based RSU Plan and the 2015\n\nPerformance-Based RSU Plan are within the discretion of the Board of Directors. As a result, the benefits\n\nor amounts that will be awarded or allocated under our equity compensation plans are not determinable at\n\nthis time. The discretion of the Board of Directors to make grants under our equity compensation plans is\n\nsubject to the overall limit on the number of shares to be delivered under the New Equity Pool being\n\napproved pursuant to Resolution 15. For a summary of the aggregate awards made under the Company’s\n\nequity compensation plans in fiscal year 2025 (as well the two prior fiscal years), see the Annual Share\n\nUsage table on page 104. For information on the equity granted to our named executive officers in fiscal\n\nyear 2025, see Grants of Plan-Based Awards Table under “Compensation Tables.”\n\n117\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nPrior Grants under the Plans\n\nThe following table shows, for each of the individuals and groups indicated, the aggregate\n\nnumber of shares subject to awards that have been granted (without regard to awards that were forfeited\n\nor canceled) to the individuals and groups indicated below under the 2016 Stock Option Plan, the 2015\n\nTime-Based RSU Plan and the 2015 Performance-Based RSU Plan since each plan’s inception through\n\nDecember 31, 2025. No awards have been granted under any of the equity plans to any associate of any\n\nof our directors (including nominees) or executive officers, or to any nominee for election as a director\n\nwho is not a current director, and no person has received 5% or more of the awards granted under any of\n\nthe plans. Accordingly, these categories have not been included in the following table.\n\nName of Individual or Group\n\nNumber of\n\nOptions\n\nGranted\n\nNumber of RSUs and\n\nPSUs(1) Granted\n\nNamed Executive Officers:\n\nMegan Clarken\n\n375,467\n\n1,247,888\n\nSarah Glickman\n\n—\n\n692,996\n\nRyan Damon\n\n65,500\n\n511,397\n\nBrian Gleason\n\n—\n\n566,529\n\nMichael Komasinski\n\n—\n\n1,917,659\n\nNon-Employee Directors:\n\nNathalie Balla\n\n—\n\n—\n\nFrederik van der Kooi\n\n—\n\n—\n\nMarie Lalleman\n\n—\n\n—\n\nEdmond Mesrobian\n\n—\n\n—\n\nHubert de Pesquidoux\n\n—\n\n—\n\nRachel Picard\n\n—\n\n—\n\nErnst Teunissen\n\n—\n\n—\n\nCurrent Executive Officers as a group:\n\n440,967\n\n4,936,469\n\nCurrent Non-Employee Directors as a group:\n\n—\n\n—\n\nAll Employees who are not Executive Officers, as a group:\n\n11,586,840\n\n21,082,357\n\n(1)  For PSUs, this column reflects the actual earned PSUs through 2024, and the PSUs granted for 2025, at the maximum 200% of\n\ntarget.\n\n118\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nEquity Compensation Plan Information\n\nThe following table summarizes our equity compensation plan information as of December 31, 2025.\n\nInformation is included for equity compensation plans approved by our stockholders.\n\nPlan category\n\n(a) Number of securities\n\nto be issued upon\n\nexercise of outstanding\n\noptions, warrants and\n\nrights\n\n(b) Weighted-average\n\nexercise price of\n\noutstanding options,\n\nwarrants and rights\n\n(c) Number of securities\n\nremaining available for\n\nfuture issuance under\n\nequity compensation\n\nplans (excluding\n\nsecurities reflected in\n\ncolumn (a))\n\nEquity\n\ncompensation\n\nplans approved by\n\nsecurity holders\n\n6,013,124(1)\n\n17.97(2)\n\n1,150,556\n\nEquity\n\ncompensation\n\nplans not approved\n\nby security holders\n\n—\n\n—\n\n—\n\nTotal\n\n6,013,124(1)\n\n17.97(2)\n\n1,150,556\n\n(1)  Includes 4,499,027 shares granted under the Criteo Amended and Restated 2015 Time-Based Restricted Stock Units plan,\n\n1,267,485 shares granted under the Criteo Amended and Restated 2015 Performance-Based Restricted Stock Units Plan that are\n\nissuable upon settlement of outstanding awards (for PSUs, this reflects actual earned PSUs through 2024, except 2025 which is the\n\nPSUs granted at the maximum 200% of target), 86,715 stock option awards outstanding under the Criteo Amended 2016 Stock\n\nOption Plan and 159,897 warrants outstanding. The remaining balance consists of warrants to purchase shares.\n\n(2)  The weighted average exercise price does not take into account the shares issuable upon settlement of outstanding RSUs or\n\nPSUs, which have no exercise price.\n\n119\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 14:\n\nAUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OSAS (OPTIONS TO\n\nSUBSCRIBE FOR NEW ORDINARY SHARES) OR OAAS (OPTIONS TO PURCHASE ORDINARY\n\nSHARES) OF THE COMPANY TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY\n\nAND EMPLOYEES OF ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ARTICLES L.\n\n225-177 ET SEQ. OF THE FRENCH COMMERCIAL CODE WITHOUT SHAREHOLDERS'\n\nPREFERENTIAL SUBSCRIPTION RIGHTS\n\nUnder French law, our Board of Directors must have a specific delegation of authority from\n\nshareholders to increase the Company’s share capital by issuing Ordinary Shares in the form of stock\n\noptions, even if granted pursuant to a previously shareholder-approved plan. For a detailed discussion of\n\nthe terms of the 2016 Stock Option Plan, as amended, the plan under which stock options will be granted,\n\nsee “Equity Resolutions–Description of Principal Features of the 2016 Stock Option Plan.”\n\nThe Board of Directors believes that, given our organic and external growth strategy for 2026 and\n\n2027, the Existing Equity Pool may be insufficient to meet our anticipated needs for the next year. If\n\napproved, the new authorization to grant stock options will supersede the authorization to grant stock\n\noptions from the Existing Equity Pool and we will no longer be permitted to grant stock options from the\n\nExisting Equity Pool from and after the Annual General Meeting.\n\nAs a result, the shareholders are asked to grant the Board of Directors the authority to issue and\n\ngrant stock options, each representing a right to receive one Ordinary Share. Any options granted\n\npursuant to this authorization would be deducted from the New Equity Pool set forth in Resolution 15.\n\nThe renewal of this authority is intended to promote the interests of Criteo and its shareholders by\n\ngiving us the ability to grant stock options to officers and other key employees, as needed for recruitment,\n\nretention and incentivization purposes. Although we do not currently grant stock options, we have not\n\ngranted stock options since April 2020 and we do not have any immediate plans to grant stock options,\n\nwe believe it is important for our business to retain the flexibility to grant stock options in case of future\n\nchanges in our compensation strategy or in market conditions or competitive best practices. For a\n\ndetailed discussion of our executive compensation policy and objectives, see “Executive Compensation”\n\nelsewhere in this proxy statement.\n\nBecause we are a Nasdaq-listed company and considered a U.S. domestic registrant under SEC\n\nrules, our shareholders continue to benefit from the protections afforded to them under the rules and\n\nregulations of the Nasdaq and SEC, including those rules that limit our ability to issue shares in specified\n\ncircumstances. In addition, we follow U.S. capital markets and governance standards to the extent\n\npermitted by French law and emphasize that this authorization is required as a matter of French law and\n\nis not otherwise required for other U.S. companies listed on the Nasdaq with which we compete.\n\nThis shareholder authorization would be valid for 38 months (until August 29, 2029), and would\n\nsupersede the corresponding delegation granted at the 2023 Annual General Meeting of Shareholders.\n\nFor the full text of Resolution 14, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 14.\n\n120\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 15:\n\nAPPROVAL OF THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED OR ACQUIRED\n\nPURSUANT TO THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS BY THE 2024\n\nANNUAL GENERAL MEETING (TO GRANT TIME-BASED RESTRICTED STOCK UNITS AND\n\nPERFORMANCE-BASED RESTRICTED STOCK UNITS) AND PURSUANT TO RESOLUTION 14\n\nHEREIN (TO GRANT OPTIONS TO PURCHASE OR TO SUBSCRIBE SHARES TO EMPLOYEES AND\n\nCORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES)\n\nOur shareholders previously authorized our Board of Directors, pursuant to Resolution 17 at the\n\n2024 Annual General Meeting of June 25, 2024, to issue up to 7,000,000 Ordinary Shares under our\n\nequity compensation plans, which we refer to herein as the Existing Equity Pool. As of March 31, 2026,\n\napproximately 1,419,693 Ordinary Shares remained available for future issuance under the Existing\n\nEquity Pool. The Board of Directors believes that, given our organic and external growth strategy for 2026\n\nand 2027, the Existing Equity Pool may be insufficient to meet our anticipated needs prior to the 2027\n\nAnnual General Meeting.\n\nAs a result, we are requesting that shareholders authorize a share reserve of 7,000,000 Ordinary\n\nShares with a nominal value of €0.025 per share, which we refer to herein as the New Equity Pool. The\n\nNew Equity Pool will cover all issuances under all of our equity compensation plans from the date of the\n\nAnnual General Meeting, including: (i) RSUs to be issued pursuant to Resolution 15 adopted at the 2024\n\nAnnual General Meeting; (ii) PSUs to be issued pursuant to Resolution 16 adopted at the 2024 Annual\n\nGeneral Meeting; and (iii) options to purchase or to subscribe shares to employees and corporate officers\n\nof the Company and employees of its subsidiaries pursuant to Resolution 14 above.\n\nOnce the authorization for the New Equity Pool is approved by shareholders, we will no\n\nlonger be able to grant any equity awards from the Existing Equity Pool. We commit to reduce the\n\nNew Equity Pool by the number of shares that we grant under our Existing Equity Pool between\n\nMarch 31, 2026 and June 29, 2026 (the 2026 Annual General Meeting date), unless the\n\nauthorization for the New Equity Pool is not approved by shareholders.\n\nMoreover, pursuant to the 2015 RSU Plan and the 2015 PSU Plan, any RSU or PSU granted\n\nthereunder would be counted against the New Equity Pool limit as 1.57 shares for every one RSU or PSU\n\ngranted. With this Fungible Share Ratio, if we were to issue only RSUs and PSUs, the New Equity Pool\n\nwould result in the issuance of only approximately 4,458,599 Ordinary Shares.\n\nUpon approval of Resolution 15, we estimate that the pool of available shares would last for\n\napproximately one year.\n\nThe Board of Directors believes that in order to successfully attract and retain the best possible\n\ncandidates while aligning the interests of our executives, employees, directors and shareholders, it is\n\nessential that we continue to offer competitive equity incentive programs.\n\nFor the full text of Resolution 15, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 15.\n\n121\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTIONS 16 TO 21:\n\nFINANCIAL AUTHORIZATIONS\n\nResolutions 16 to 21 seek the delegation of financial authorizations. The goal of these\n\nResolutions is to allow us to swiftly raise the funds and have the financial flexibility necessary to enable us\n\nto execute our strategic objectives, including, but not limited to, with respect to external growth.\n\nUnlike most companies incorporated under U.S. state law, which traditionally have a specified\n\namount of authorized shares available for issuance with limited restrictions on the purpose of such\n\nissuance, in accordance with French law, in order for our Board of Directors to increase our share capital,\n\nit must have a specific delegation of authority authorizing it to increase the share capital for each specific\n\npurpose. At the 2025 Annual General Meeting on June 13, 2025, the shareholders approved certain\n\nfinancial authorizations. However, certain of our Board of Directors’ important current financial\n\nauthorizations will expire in 2026. As a result, we are seeking re-approval at the Annual General Meeting\n\nof the following financial Resolutions:\n\n•Delegation of authority to the Board of Directors to increase the Company’s share capital\n\nby issuing ordinary shares, or any securities giving access to the Company’s share\n\ncapital, for the benefit of a category of persons meeting predetermined criteria\n\n(underwriters), without shareholders’ preferential subscription rights (Resolution 16);\n\n•Delegation of authority to the Board of Directors to increase the Company’s share capital\n\nby issuing ordinary shares or any securities giving access to the Company’s share\n\ncapital, while preserving the shareholders’ preferential subscription rights (Resolution 17); \n\n•Delegation of authority to the Board of Directors to increase the Company’s share capital\n\nby issuing ordinary shares or any securities giving access to the Company’s share\n\ncapital, through a public offering (excluding offers covered by paragraph 1° of article L.\n\n411-2 of the French Monetary and Financial Code), without shareholders’ preferential\n\nsubscription rights, (Resolution 18);\n\n•Delegation of authority to the Board of Directors to increase the number of securities to\n\nbe issued as a result of a share capital increase with or without shareholders’ preferential\n\nsubscription rights pursuant to Resolutions 16, 17 and 18 above, (Resolution 19);\n\n•Delegation of authority to the Board of Directors to increase the Company’s share capital\n\nby way of issuing shares and securities giving access to the Company’s share capital for\n\nthe benefit of members of a Company savings plan (plan d'épargne d’entreprise), without\n\nshareholders’ preferential subscription rights,(Resolution 20); and\n\n•approval of the overall limits pursuant to Resolutions 16 to 20 above, (Resolution 21).\n\nIn addition, at the Annual General Meeting, shareholders are being asked to approve the\n\nmaximum global nominal amount of the share capital increases that may be completed, in each case,\n\npursuant to Resolutions 16 to 21, as well as the maximum global nominal amount of the debt securities\n\nthat may be issued, in each case, which may be completed pursuant to Resolutions 16 to 21.\n\nRe-approving our Board of Directors’ financial authorizations will allow the Company to maintain\n\nequal footing with our U.S. competitors and to increase our financial flexibility by quickly raising capital\n\nand taking advantage of potential business opportunities, including, but not limited to, potential\n\nacquisitions. Although always important, we believe this flexibility is particularly necessary in light of the\n\ncurrent worldwide economic challenges.\n\nWhile we believe the Company’s current liquidity position already provides ample financial\n\nflexibility, the proposed financial authorizations would provide our Board of Directors with additional\n\nflexibility to respond quickly to changes in market conditions and thereby be able to obtain financing under\n\n122\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nthe best possible conditions. As one of the potential purposes of our use of liquidity, our external growth\n\nstrategy is focused on acquisitions that complement our technology platform and product portfolio, as well\n\nas Research & Development talent. Should we decide to engage in M&A transactions, we are committed\n\nto pursuing external growth opportunities in a manner that will preserve the quality of our offering, while\n\nimproving its performance and delivering long-term value for our shareholders.\n\nThe financial delegations of authority presented for your approval at the Annual General Meeting\n\nare subject to the following important limitations:\n\n•the aggregate amount of share capital increases pursuant to Resolution 16 and 18\n\ncannot exceed €139,149.725 which represents 10% of our share capital as of December\n\n31, 2025;\n\n•the aggregate amount of share capital increases pursuant to Resolution 20 cannot\n\nexceed €41,744.9, which represents approximately 3% of our share capital as of\n\nDecember 31, 2025;\n\n•any share capital increase pursuant to Resolution 19, which grants a customary over-\n\nallotment option for any issuance pursuant to Resolutions 16 and 18, would be at the\n\nsame price as, and limited to a maximum of 15% of, the initial issuance; and\n\n•the maximum global nominal amount of the share capital increases which may be\n\ncompleted pursuant to Resolutions 16, 18, 19 and 20 taken together cannot exceed \n\n€139,149.725 which represents 10% of our share capital as of December 31, 2025;\n\n•the aggregate nominal amount of debt securities that may be issued pursuant to each of\n\nResolutions 16, 18 and 20, or any of Resolutions 16, 18 and 20 taken together, cannot\n\nexceed $500,000,000, or the corresponding value of this amount for an issuance in a\n\nforeign currency;\n\nOur Board of Directors will continue to use these authorizations in accordance with our corporate\n\nand strategic needs, and, in any case, shall not use these authorizations in the context of an unsolicited\n\ntender offer by a third party for Criteo shares. None of the corresponding authorizations granted at last\n\nyear’s Annual General Meeting of Shareholders on June 13, 2025, have been used to date, as well as\n\nprior financial authorizations granted at all prior Annual General Meetings since the completion of the\n\nCompany’s follow-on offering after its initial public offering.\n\nUnder French law, in the case of issuance of additional shares or other securities for cash or set-\n\noff against cash debts, our existing shareholders have preferential subscription rights to these securities\n\non a pro-rata basis, unless such rights are waived by a two-thirds majority of the votes held by the\n\nshareholders present at the extraordinary meeting deciding or authorizing the capital increase,\n\nrepresented by proxy or voting by mail. In case such rights are not waived at the extraordinary general\n\nmeeting, each shareholder may individually either exercise, assign or not exercise its preferential rights.\n\nSuch rights would be waived pursuant to all of Resolutions 16, 18, 19 and 20 if approved. Accordingly, the\n\nissuance of additional Ordinary Shares or other securities pursuant to such Resolutions might, under\n\ncertain circumstances, dilute the ownership and voting rights of shareholders.\n\n123\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 16:\n\nVOTE ON SHARE CAPITAL INCREASE THROUGH AN UNDERWRITTEN OFFERING, WITHOUT\n\nSHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS\n\nPursuant to Resolution 16, the Board of Directors is also requesting the necessary authority to\n\nissue through an underwritten offering Ordinary Shares or any type of securities giving access, by any\n\nmeans, immediately and/or in the future, to our share capital (including, without limitation, any bonds\n\nredeemable or convertible for Ordinary Shares and any warrants attached to Ordinary Shares or other\n\ntypes of securities). The type of offering contemplated by this authorization is similar to the offering carried\n\nout concurrently with our initial public offering in October 2013 on the Nasdaq Global Market.\n\nThe shareholders are asked to waive shareholders’ preferential subscription rights to the Ordinary\n\nShares and securities that would be issued by virtue of this delegation, and to reserve this subscription for\n\nthe following category of persons:\n\n•any bank, investment services provider, or other member of a banking syndicate\n\n(underwriters) undertaking to ensure the completion of the share capital increase or of\n\nany issuance that could in the future lead to a share capital increase in accordance with\n\nthis delegation of authority.\n\nThe Board of Directors will set the issue price of Ordinary Shares to be issued by virtue of this\n\ndelegation, subject to the requirement that the price of the shares will be at least equal to the volume-\n\nweighted average price of the ADSs for the five trading days preceding the determination of such price,\n\nsubject to a maximum discount of 10% (as determined by the Board of Directors). We believe this is an\n\nimportant safeguard for shareholders.\n\nWe intend to use this delegation of authority to raise funds for general corporate purposes and\n\nhave the financial flexibility necessary to enable us to execute our strategic objectives, including, but not\n\nlimited to, with respect to financing potential external growth. We shall not use this delegation in the\n\ncontext of an unsolicited tender offer for Criteo shares by a third party. As a result, we believe that a share\n\ncapital increase in an amount not to exceed €139,149.725, which represents 10% of our share capital as\n\nof December 31, 2025, will provide us with sufficient flexibility in pursuing our strategic objectives. In\n\nparticular, the implementation of this authorization could provide us quick access to sources of financing\n\nin significant amounts, in a similar manner to our U.S. competitors, and allow us to respond quickly to\n\nchanges in market conditions. In the case of issuances of debt securities, the nominal amount of any\n\nissuances will be limited to $500,000,000 (or the corresponding value of this amount for an issuance in a\n\nforeign currency).\n\nThe amount of any share capital increase will be subject to (and deducted from) the global limit of \n\n€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the\n\nglobal limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign\n\ncurrency), in each case as submitted for approval pursuant to Resolution 21.\n\nThe terms of the securities to be authorized, including dividend or interest rates, conversion\n\nprices, voting rights, redemption prices, maturity dates and similar matters would be determined by the\n\nBoard of Directors. We currently have no immediate plans to issue securities pursuant to this Resolution.\n\nAny transaction where we sell such securities will be reviewed and approved by the Board of Directors at\n\nthe time of issuance.\n\nNo amount was used pursuant to this same authorization granted at the 2025 Annual General\n\nMeeting of Shareholders on June 13, 2025, nor pursuant to any prior similar authorizations granted since\n\nthe completion of the Company’s follow-on offering after its initial public offering.\n\n124\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nThis delegation of authority would be granted for an 18-month period (valid through ) and would\n\nsupersede the corresponding delegation granted by the shareholders at last year’s Annual General\n\nMeeting of Shareholders on June 13, 2025. In the absence of a favorable vote, this delegation of authority\n\nwill expire on December 29, 2027, which could impair our ability to obtain appropriate financing to execute\n\non our strategic objectives. If this Resolution is approved, no further authorization from the shareholders\n\nwill be solicited prior to any such sale in accordance with the terms of this Resolution.\n\nFor the full text of Resolution 16, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 16.\n\n125\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 17:\n\nVOTE ON SHARE CAPITAL INCREASE, WHILE PRESERVING SHAREHOLDERS’ PREFERENTIAL\n\nSUBSCRIPTION RIGHTS\n\nThe purpose of this delegation of authority is to enable the Company to obtain financing any time\n\nthrough the issuance of Ordinary Shares and any type of securities giving, by any means, immediately\n\nand/or in the future, access to Ordinary Shares, by calling on the Company’s shareholders. The\n\nCompany’s shareholders will be awarded, under the applicable legal provisions and in proportion to their\n\nownership interest in the Company’s share capital, a preferential right to subscribe for new shares or\n\nsecurities. This detachable and negotiable right will make it possible, if the holder does not wish to\n\nsubscribe to the capital increase, to financially offset the dilution resulting from the non-subscription to the\n\ncapital increase.\n\nThe Company intends to use this delegation of authority to raise the funds and have the financial\n\nflexibility necessary to enable it to execute its strategic objectives, including, but not limited to, with\n\nrespect to financing potential external growth. As a result of maintaining shareholders’ preferential rights,\n\nwe believe that a share capital increase in an amount not to exceed 50% of the Company’s share capital\n\nwill provide us with sufficient flexibility in pursuing our strategic objectives. In particular, the\n\nimplementation of this authorization could provide us quick access to a source of financing and allow us\n\nto respond quickly to changes in market conditions.\n\nThe share capital increases carried out pursuant to this authorization cannot exceed\n\n€695,748.675, which represents 50% of the Company’s share capital as of December 31, 2025. In the\n\ncase of issuances of debt securities, the nominal amount of any issuances will be limited to $500,000,000\n\n(or the corresponding value of this amount for an issuance in a foreign currency). The amount of any debt\n\nsecurities issued will be subject to (and deducted from) the global limit of $500,000,000 (or the\n\ncorresponding value of this amount for an issuance in a foreign currency) as approved pursuant to\n\nResolution 21.\n\nThe terms of the securities to be authorized, including dividend or interest rates, conversion\n\nprices, voting rights, redemption prices, maturity dates and similar matters would be determined by the\n\nBoard of Directors. The Company has no immediate plans to issue securities pursuant to this Resolution.\n\nAny transaction where the Company sells such securities will be reviewed and approved by the Board of\n\nDirectors at the time of issuance.\n\nNo amount was used pursuant to this same authorization granted at the 2024 Annual General\n\nMeeting of Shareholders on June 25, 2024, nor pursuant to any prior similar authorizations granted in the\n\npast.\n\nThis delegation of authority would be granted for a 26-month period (valid through August 29,\n\n2028) and would supersede the corresponding delegation granted by the shareholders at the 2024\n\nAnnual General Meeting of Shareholders on June 25, 2024. In the absence of a favorable vote, this\n\ndelegation of authority will expire on August 25, 2026, which could impair our ability to obtain appropriate\n\nfinancing to execute on our strategic objectives. If this Resolution is approved, no further authorization\n\nfrom the shareholders will be solicited prior to any such sale in accordance with the terms of this\n\nResolution.\n\nFor the full text of Resolution 17, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 17.\n\n126\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 18:\n\nVOTE ON SHARE CAPITAL INCREASE THROUGH A PUBLIC OFFERING, WITHOUT\n\nSHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS\n\nThe Board of Directors is requesting the necessary authority to issue through a public offering\n\nOrdinary Shares and/or any type of securities giving access, by any means, immediately or in the future,\n\nto Ordinary Shares. Resolution 18 is intended:\n\n•To comply with the approach currently promoted by French regulatory authorities, pursuant to\n\nwhich, irrespective of whether a public offering is underwritten, this Resolution 18 should be used\n\nto complete any such public offering because it is grounded on provisions of the French\n\nCommercial Code meant precisely for public offerings. In particular, if the end result of the\n\nplanned transaction is a public offering of securities in France, Resolution 18 should be approved\n\nin order to ensure that the French regulatory authorities would view the financial delegations\n\nbeing granted at the Annual General Meeting as sufficient for all potential market participants;\n\n•To allow for a direct public offering, without the involvement of underwriters; and\n\n•To allow for the Ordinary Shares to be listed on a regulated market within the meaning of the\n\nFrench Commercial Code, namely, if applicable, on the Euronext stock market.\n\nAny issuance pursuant to this delegation would be carried out without shareholders’ preferential\n\nsubscription rights. However, if, at the time the delegation is used, the Ordinary Shares are admitted on a\n\nregulated market within the meaning of the French Commercial Code (for which the Nasdaq Global\n\nMarket does not qualify), shareholders could be granted a priority subscription period in accordance with\n\napplicable French law.\n\nThe Company intends to use this delegation of authority to raise the funds and have the financial\n\nflexibility necessary to enable it to execute its strategic objectives, including, but not limited to, with\n\nrespect to financing potential external growth. We do not intend to use it in the context of an unsolicited\n\ntender offer by a third party for Criteo shares. As a result, we believe that a share capital increase in an\n\namount not to exceed €139,149.725, which represents 10% of the Company’s share capital as of\n\nDecember 31, 2025, will provide us with sufficient flexibility in pursuing our strategic objectives. In\n\nparticular, the implementation of this authorization could provide us quick access to sources of financing,\n\nin a similar manner to our U.S. competitors, and allow us to respond quickly to changes in market\n\nconditions. In the case of issuances of debt securities, the nominal amount of any issuances will be\n\nlimited to $500,000,000 (or the corresponding value of this amount for an issuance in a foreign currency).\n\nThe amount of any share capital increase will be subject to (and deducted from) the global limit of\n\n€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the\n\nglobal limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign\n\ncurrency), in each case as submitted for approval pursuant to Resolution 21.\n\nThe price of the shares to be issued by virtue of this delegation would be set by the Board of\n\nDirectors and shall be at least equal to the volume-weighted average price of the ADSs over the course of\n\nthe five trading days preceding the fixing of the issue price, subject to a maximum discount of 10%, as\n\ndetermined by the Board of Directors.\n\nThe terms of the securities to be authorized, including dividend or interest rates, conversion\n\nprices, voting rights, redemption prices, maturity dates and similar matters would be determined by the\n\nBoard of Directors. The Company has no immediate plans to issue securities pursuant to this Resolution.\n\n127\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nAny transaction where the Company sells such securities will be reviewed and approved by the\n\nBoard of Directors at the time of issuance.\n\nNo amount was used pursuant to this same authorization granted at the 2024 Annual General\n\nMeeting of Shareholders held on June 25, 2024, nor pursuant to any prior similar authorizations granted\n\nin the past.\n\nThis delegation of authority would be granted for a 26-month period (valid through August 29,\n\n2028) and would supersede the corresponding delegation granted by the shareholders at the 2024\n\nAnnual General Meeting of Shareholders dated June 25, 2024. In the absence of a favorable vote, this\n\ndelegation of authority will expire on August 25, 2026, which could impair our ability to obtain appropriate\n\nfinancing to execute on our strategic objectives. If this Resolution is approved, no further authorization\n\nfrom the shareholders will be solicited prior to any such sale in accordance with the terms of this\n\nResolution.\n\nFor the full text of Resolution 18, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 18.\n\n128\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 19:\n\nVOTE ON OVER-ALLOTMENT OPTION, AS PART OF A SHARE CAPITAL INCREASE PURSUANT\n\nTO THE DELEGATIONS IN RESOLUTIONS 16 AND 18 (‘GREEN SHOE’)\n\nThe purpose of this Resolution 19 is to allow the Board of Directors to grant a customary over-\n\nallotment option for any issuance pursuant to Resolutions 16 and 18 above. Any share capital increase\n\npursuant to this delegation would be at the same price as, and limited to a maximum of 15% of, the initial\n\nissuance, which is a standard level for over-allotment options, as per market practice.\n\nFor the full text of Resolution 19, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 19.\n\n129\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 20:\n\nVOTE ON SHARE CAPITAL INCREASE IN CONNECTION WITH A COMPANY SAVINGS PLAN\n\n(PLAN D’ÉPARGNE D’ENTREPRISE), WITHOUT SHAREHOLDERS’ PREFERENTIAL\n\nSUBSCRIPTION RIGHTS\n\nUnder the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial\n\nCode and the provisions of Articles L. 3332-1 et seq. of the French Labor Code, the Board of Directors is\n\nrequired to submit for approval by the shareholders a resolution to authorize the Board of Directors to\n\nincrease the share capital through the issuance of shares and securities for the benefit of employees who\n\nare members of a Company savings plan (plan d’épargne d’entreprise).\n\nThe aggregate nominal amount of share capital increases that would be carried out pursuant to\n\nthis delegation of authority would not exceed €41,744.9 which represents 3% of the share capital as of\n\nDecember 31, 2025. In addition, the nominal amount of any debt securities giving access to the\n\nCompany’s share capital that may be issued pursuant to this Resolution 20 is limited to $500,000,000 (or\n\nthe corresponding value of this amount for an issuance in a foreign currency).\n\nThe amount of any share capital increase will be subject to (and deducted from) the global limit of\n\n€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the\n\nglobal limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign\n\ncurrency), in each case as submitted for approval pursuant to Resolution 21.\n\nUnder the conditions set forth in Articles L. 3332-18 to L. 3332-23 of the French Labor Code, the\n\nBoard of Directors would determine the issue price of the newly created shares or securities granting\n\naccess to the share capital. For the benefit of the members of a company savings plan (plan d’épargne\n\nentreprise), the shareholders’ preferential subscription right to the shares or securities would be\n\neliminated.\n\nTo date, we have not implemented any company savings plans involving equity of the Company\n\nand thus employees have not received any shares thereunder. However, approving this Resolution will\n\nenable our Board of Directors to adopt such a company savings plan if it determines in the future that\n\nsuch a plan is appropriate to strengthen employee retention and further align employee and shareholder\n\ninterests.\n\nThis delegation of authority would be granted for an 18-month period (valid through\n\nDecember 29, 2027).\n\nFor the full text of Resolution 20, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 20.\n\n130\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 21:\n\nVOTE ON THE OVERALL LIMITS PURSUANT TO RESOLUTIONS 16 TO 20\n\nThe Board of Directors hereby proposes to set the maximum global nominal amount of the share\n\ncapital increases which may be completed pursuant to Resolutions 16, 18, 19 and 20 at €139,149.725,\n\nwhich corresponds to 10% of the share capital as of December 31, 2025. This limit is set without taking\n\ninto account the par value of Ordinary Shares to be issued, if applicable, in relation to adjustments to be\n\ncarried out in order to protect the rights of holders of securities or other rights giving access to shares of\n\nthe Company, in accordance with legal and regulatory requirements as well as applicable contractual\n\nprovisions.\n\nThe global nominal amount of the debt securities that may be issued pursuant to the delegations\n\ngranted in Resolutions 16, 18 and 20 shall not exceed $500,000,000 (or the corresponding value of this\n\namount for an issuance in a foreign currency).\n\nWe believe that this amount strikes the correct balance between protecting our existing\n\nshareholders and providing the Company with the financial flexibility necessary to accomplish its strategic\n\ngoals, including, but not limited to, with respect to potential external growth, and in line with the flexibility\n\navailable to comparable U.S. companies. The Board of Directors intends, whenever possible, to grant its\n\nshareholders a priority subscription period for issuances carried out pursuant to these delegations.\n\nFor the full text of Resolution 21, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 21.\n\n131\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nRESOLUTION 22:\n\nVOTE ON THE AMENDMENT OF ARTICLE 19 OF THE COMPANY’S BY-LAWS (STATUS)  RELATED\n\nTO SHAREHOLDERS MEETINGS IN ORDER TO COMPLY WITH NEW PROVISIONS OF THE\n\nFRENCH COMMERCIAL CODE\n\nOur Board of Directors is asking our shareholders to amend the fifth paragraph of Article 19 of our\n\nby-laws to comply with revised provisions of the French Commercial Code. Decree No. 2026-94 dated as\n\nof February 13, 2026, relating to the modernization of a company’s methods of communication with its\n\nshareholders, amended Article R. 225-86 of the French Commercial Code, to extend the record date to\n\nmidnight, Paris time five business days preceding a shareholders meeting (compared to two business\n\ndays under the previous law).\n\nConsequently, Resolution 22 would amend the fifth paragraph of Article 19 of the by-laws in order\n\nto reflect that the record date would be on the fifth business day preceding the date of the shareholders’\n\nmeeting, rather than on the second business day preceding the date of the shareholders’ meeting.\n\nFor the full text of Resolution 22, please see Annex A.\n\nRECOMMENDATION\n\nTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”\n\nRESOLUTION 22.\n\n132\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nSHAREHOLDER RESOLUTIONS FOR\n\nTHE 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS\n\nAny shareholder desiring to present a resolution for inclusion in Criteo’s proxy statement for the\n\n2027 Annual General Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must\n\ndeliver such resolution to the Board of Directors at the address below no later than January 8, 2027. Only\n\nthose resolutions that comply with the requirements of Rule 14a-8 under the Exchange Act will be\n\nincluded in the Company’s proxy statement for the 2027 Annual General Meeting of Shareholders.\n\nUnder French law, shareholders are permitted to submit a resolution for consideration so long as\n\nsuch matter is received by the Board of Directors at the address below (by registered mail, not via\n\nelectronic notice) no later than 25 days prior to the date of the meeting. Shareholders wishing to present\n\nresolutions at the 2027 Annual General Meeting of Shareholders made outside of Rule 14a-8 under the\n\nExchange Act must comply with the procedures specified under French law. A shareholder who meets the\n\nrequirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code may submit a\n\nresolution by sending such resolution to the address below by registered letter with acknowledgment of\n\nreceipt. The resolution must include the text of the proposed resolution, a brief explanation of the reason\n\nfor such resolution and an affidavit to evidence the shareholder’s holdings. A shareholder who meets the\n\nrequirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code also may\n\nsubmit a director nomination to be considered by the nomination and corporate governance committee for\n\nnomination by following the same process outlined above and including the information regarding the\n\ndirector as set forth in Article R. 225-83 5o of the French Commercial Code in their submission.\n\nIn addition to satisfying the foregoing requirements, to comply with the Universal Proxy Rules,\n\nshareholders who intend to solicit proxies in support of director nominees other than the Company’s\n\nnominees in accordance with Rule 14a-19 under the Exchange Act must provide notice to the Company\n\nat the address below no later than 60 calendar days prior to the anniversary of the previous year's annual\n\nmeeting (no later than April 30, 2027 for the 2027 Annual General Meeting) or 60 calendar days prior to\n\nthe date of the 2027 Annual General Meeting if the meeting date has changed more than 30 days from\n\nthe date of this year’s Annual General Meeting. Any such notice of intent to solicit proxies must also\n\ncomply with all other requirements of Rule 14a-19 under the Exchange Act.\n\nAll submissions to the Board of Directors should be made to:\n\nCriteo S.A.\n\n32 Rue Blanche\n\n75009 Paris, France\n\nOr, if pursuant to U.S. law and not otherwise indicated herein, by electronic notice to: AGM@criteo.com\n\nAttention: Board of Directors\n\nINCORPORATION BY REFERENCE\n\nIn accordance with SEC rules, notwithstanding anything to the contrary set forth in any of our\n\nprevious or future filings under the Securities Act of 1933, as amended, or the Exchange Act that might\n\nincorporate this proxy statement or future filings made by the Company under those statutes, the\n\ninformation included under the caption “Report of the Compensation Committee” and those portions of the\n\ninformation included under the caption “Audit Committee Report” required by the SEC’s rules to be\n\nincluded therein shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be\n\ndeemed incorporated by reference into any of those prior filings or into any future filings made by the\n\nCompany under those statutes, except to the extent we specifically incorporate these items by reference.\n\n133\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nOTHER MATTERS\n\nThe Board of Directors knows of no matters that may be submitted for consideration at the Annual\n\nGeneral Meeting other than those referred to in this proxy statement and the possible submission of\n\nshareholder resolutions as permitted under French law, which may be presented by a shareholder\n\nproponent at the Annual General Meeting if submitted by the deadline for such submissions. No person \n\nprovided notice to the Company of the names of director nominees for which it intends to solicit proxies as\n\nrequired under Rule 14a-19 of the Exchange Act by the deadline set forth in rule 14a-19 (which was April\n\n14, 2026). Holders of Ordinary Shares who choose to vote by mail may use their proxy card to (i) grant a\n\nproxy to the chairperson of the Annual General Meeting to vote on any new matters that are proposed\n\nduring the meeting, (ii) abstain from voting on such matters (which will not be counted as a vote “FOR” or\n\n“AGAINST”), or (iii) grant a proxy to another shareholder, a spouse or a partner with whom the holder of\n\nOrdinary Shares is in a civil union to vote on such matters. If a holder of Ordinary Shares chooses to\n\ngrant a proxy to the chairperson of the Annual General Meeting, with respect to either all matters or only\n\nany additional matters not disclosed in this proxy statement, the chairperson of the Annual General\n\nMeeting shall have discretionary authority pursuant to Rule 14a-4(c) under the Exchange Act and shall\n\nissue a vote in favor of adopting such undisclosed resolutions submitted or approved by the Board of\n\nDirectors and a vote against adopting any other such undisclosed resolutions not submitted or approved\n\nby the Board of Directors. Ordinary Shares underlying ADSs will not be voted on any matter not disclosed\n\nin the proxy statement, except that if requested by the Company subject to the terms of the deposit\n\nagreement, if the holder of an ADS does not provide voting instructions, the Depositary for the ADSs will\n\ngive a discretionary proxy to a person designated by the Company to vote the Ordinary Shares underlying\n\nan ADS, including an ADS held through a broker, bank or other nominee, (i) on each resolution included in\n\nthis proxy statement that is not subject to substantial opposition and (ii) against any new matter that is\n\nsubmitted or existing matter that is amended following the date of this proxy statement (including during\n\nthe Annual General Meeting). If such discretionary proxy under the aforementioned clause (i) is granted to\n\nthe Company to vote on the resolutions included in this proxy statement, the Company intends to vote in\n\naccordance with the Board of Directors’ recommendation on each resolution.\n\n134\n\n[Table of Contents](#i0a082b1cae7543198d8e88d109bed8fd_16)\n\nIMPORTANT NOTICE REGARDING DELIVERY\n\nOF SHAREHOLDER DOCUMENTS\n\nWe have either mailed to you with this proxy statement a copy of our Annual Report on Form 10-\n\nK for the fiscal year ended December 31, 2025 (the “Annual Report”), including audited financial\n\nstatements, or sent you a Notice of Internet Availability of Proxy Materials with the web address for\n\naccessing the Annual Report online. Copies of these materials are also available online through the SEC\n\nat www.sec.gov. We may satisfy SEC rules regarding delivery of proxy materials, including this proxy\n\nstatement and the 2025 Annual Report, or the Notice of Internet Availability, as applicable, by delivering a\n\nsingle set of proxy materials to an address shared by two or more holders of Ordinary Shares or ADSs,\n\nunless contrary instructions are received prior to the mailing date. This delivery method can result in\n\nmeaningful cost savings for us. We undertake to deliver promptly upon written or oral request at the\n\naddress or phone number below a separate copy of the proxy materials to a shareholder at a shared\n\naddress to which a single copy of the proxy materials was delivered. Similarly, if you share an address\n\nwith another shareholder and have received multiple copies of our proxy materials, you may write or call\n\nus at the address or phone number below to request delivery of a single copy of the proxy materials in the\n\nfuture. If you hold Ordinary Shares and prefer to receive separate copies of the proxy materials either now\n\nor in the future, please contact the Company’s Investor Relations department at Criteo S.A., 32 Rue\n\nBlanche, 75009 Paris, France, or by email at InvestorRelations@criteo.com. If you hold ADSs and you\n\nprefer to receive separate copies of proxy materials either now or in the future, please contact the\n\nDepositary or your brokerage firm, as applicable.\n\nAnnex A-1\n\nTranslation for Informational Purposes\n\nANNEX A\n\nENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE\n\nVOTED ON AT THE ANNUAL GENERAL MEETING\n\nPlease note that because we are a French company, the full text of the resolutions\n\nincluded in this Annex A has been translated from French. In the case of any discrepancy\n\nbetween this version and the French version, the French version will prevail.\n\nRESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 29, 2026\n\nAGENDA\n\nAgenda for the Ordinary Shareholders’ Meeting\n\n1.renewal of the term of office of Mr. Michael Komasinski as Director,\n\n2.renewal of the term of office of Ms. Marie Lalleman as Director,\n\n3.renewal of the term of office of Mr. Ernst Teunissen as Director,\n\n4.renewal of the term of office of Mr. Edmond Mesrobian as Director,\n\n5.non-binding advisory vote to approve the compensation for the named executive officers of the\n\nCompany,\n\n6.approval of the statutory financial statements for the fiscal year ended December 31, 2025,\n\n7.approval of the consolidated financial statements for the fiscal year ended December 31, 2025,\n\n8.approval of the allocation of results for the fiscal year ended December 31, 2025,\n\n9.approval of an agreement referred to in Article L.225-38 of the French Commercial Code (related\n\nparty transactions) (Indemnification Agreement entered into between the Company and Ms.\n\nStefanie Jay),\n\n10.authorization to be given to the Board of Directors to execute a buyback of Company stock in\n\naccordance with the provisions of Article L. 225-209-2 of the French Commercial Code,\n\nAgenda for the Extraordinary Shareholders’ Meeting\n\n11.authorization to be given to the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares as part of the authorization to the Board of Directors allowing the Company to\n\nbuy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French\n\nCommercial Code,\n\n12.authorization to be given to the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares acquired by the Company in accordance with the provisions of Article L.\n\n225-208 of the French Commercial Code,\n\n13.delegation of authority to the Board of Directors to reduce the share capital by way of a buyback\n\nof Company stock followed by the cancellation of the repurchased stock,\n\n14.authorization to be given to the Board of Directors to grant OSAs (options to subscribe for new\n\nordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees\n\nAnnex A-2\n\nand corporate officers of the Company and employees of its subsidiaries pursuant to the\n\nprovisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders'\n\npreferential subscription rights,\n\n15.approval of the maximum number of shares that may be issued or acquired pursuant to\n\nResolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-\n\nBased RSUs to employees and corporate officers of the Company and employees of its\n\nsubsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to\n\ngrant Performance-Based RSUs to employees and corporate officers of the Company and\n\nemployees of its subsidiaries), and Resolution 14 herein (authorization to grant options to\n\npurchase or to subscribe shares to employees and corporate officers of the Company and\n\nemployees of its subsidiaries),\n\n16.delegation of authority to the Board of Directors to increase the Company’s share capital by\n\nissuing ordinary shares, or any securities giving access to the Company’s share capital, for the\n\nbenefit of a category of persons meeting predetermined criteria (underwriters), without\n\nshareholders’ preferential subscription rights,\n\n17.delegation of authority to the Board of Directors to increase the Company’s share capital by\n\nissuing ordinary shares or any securities giving access to the Company’s share capital, while\n\npreserving the shareholders’ preferential subscription rights,\n\n18.delegation of authority to the Board of Directors to increase the Company’s share capital by\n\nissuing ordinary shares, or any securities giving access to the Company’s share capital, through a\n\npublic offering (excluding offers covered by paragraph 1° of article L. 411-2 of the French\n\nMonetary and Financial Code), without shareholders’ preferential subscription rights,\n\n19.delegation of authority to the Board of Directors to increase the number of securities to be issued\n\nas a result of a share capital increase with or without preserving shareholders’ preferential\n\nsubscription rights pursuant to Resolutions 16, 17, and 18 above (“green shoe”),\n\n20.delegation of authority to the Board of Directors to increase the Company’s share capital by way\n\nof issuing shares and securities giving access to the Company’s share capital for the benefit of\n\nmembers of a Company savings plan (plan d'épargne d’entreprise), without shareholders’\n\npreferential subscription rights, and\n\n21.approval of the overall limits pursuant to Resolutions 16 to 20 above, and\n\n22.amendment of the fifth paragraph of Article 19 of the by-laws of the Company related to general\n\nmeetings in order to comply with the new provisions of Article R. 225-86 of the French\n\nCommercial Code.\n\nAnnex A-3\n\nTEXT OF THE RESOLUTIONS\n\nRESOLUTIONS WITHIN THE AUTHORITY OF THE ORDINARY SHAREHOLDERS’ MEETING\n\nFirst resolution\n\nRenewal of the term of office of Mr. Michael Komasinski as Director\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nnoting that the term of office of Mr. Michael Komasinski expires at the end of this Shareholders’ Meeting,\n\nrenews the term of office of Mr. Michael Komasinski as Director for a two-year period, expiring at the end\n\nof the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year\n\nended December 31, 2027.\n\nSecond resolution\n\nRenewal of the term of office of Ms. Marie Lalleman as Director\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nnoting that the term of office of Ms. Marie Lalleman expires at the end of this Shareholders’ Meeting,\n\nrenews the term of office of Ms. Marie Lalleman as Director for a two-year period, expiring at the end of\n\nthe Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year\n\nended December 31, 2027.\n\nThird resolution\n\nRenewal of the term of office of Mr. Ernst Teunissen as Director\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nnoting that the term of office of Mr. Ernst Teunissen expires at the end of this Shareholders’ Meeting,\n\nrenews the term of office of Mr. Ernst Teunissen as Director for a two-year period, expiring at the end of\n\nthe Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year\n\nended December 31, 2027.\n\nFourth resolution\n\nRenewal of the term of office of Mr. Edmond Mesrobian as Director\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nAnnex A-4\n\nnoting that the term of office of Mr. Edmond Mesrobian expires at the end of this Shareholders’ Meeting,\n\nrenews the term of office of Mr. Edmond Mesrobian as Director for a two-year period, expiring at the end\n\nof the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year\n\nended December 31, 2027.\n\nFifth resolution\n\nNon-binding advisory vote to approve the compensation for the named executive officers of the\n\nCompany\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\napproves, on a non-binding advisory basis, the compensation paid to the Company’s named executive\n\nofficers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders\n\npursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission,\n\nincluding the Compensation Discussion and Analysis, the compensation tables and the narrative\n\ndiscussion, said Compensation Discussion and Analysis being attached as an annex to the Board of\n\nDirectors’ report.\n\nSixth resolution\n\nApproval of the statutory financial statements for the fiscal year ended December 31, 2025\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the management report on the Company’s activities and accounts for the fiscal year\n\nended December 31, 2025 and the report of the statutory auditors on the performance of their duties for\n\nthis fiscal year,\n\napproves the statutory financial statements of the Company for the fiscal year ended December 31,\n\n2025, which show a loss amounting to €14,676,214 as well as the transactions reflected therein and\n\nsummarized in these reports, and\n\nnotes that the annual financial statements show neither excess depreciation and other non-deductible\n\namortization, nor any sumptuary expenses referred to in Article 39-4 of the General Tax Code.\n\nSeventh resolution\n\nApproval of the consolidated financial statements for the fiscal year ended December 31, 2025\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the management report for the Company and its subsidiaries for the fiscal year ended\n\nDecember 31, 2025 and the consolidated financial statements for that year, as well as the report of the\n\nstatutory auditors thereon,\n\napproves the consolidated financial statements of the Company (prepared in accordance with IFRS) for\n\nthe fiscal year ended December 31, 2025, as presented, as well as the transactions reflected therein and\n\nsummarized in these reports.\n\nAnnex A-5\n\nEighth resolution\n\nApproval of the allocation of results for the fiscal year ended December 31, 2025\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nhaving acknowledged that the loss for the fiscal year ended December 31, 2025 amount to €14,676,214\n\nand that the legal reserve is fully allocated,\n\ndecides to allocate the total loss to retained earnings.\n\nIt is noted that no dividends have been distributed for the last three fiscal years.\n\nNinth resolution\n\nApproval of an agreement referred to in Articles L.225-38 of the French Commercial Code (related\n\nparty transactions) (Indemnification Agreement entered into between the Company and Ms.\n\nStefanie Jay),\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the special report of the statutory auditors concerning the agreements referred to in\n\nArticle L.225-38 of the French Commercial Code,\n\napproves, in compliance with the provisions of Article L. 225-40 of the French Commercial Code, the\n\nIndemnification Agreement entered into with Ms. Stefanie Jay, director, on June 13, 2025, the conclusion\n\nof which has been authorized by the Board of Directors during its meeting on April 9, 2025.\n\nTenth resolution\n\nAuthorization to be given to the Board of Directors to execute a buyback of Company stock in\n\naccordance with Article L. 225-209-2 of the French Commercial Code\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of\n\nordinary shareholders,\n\nhaving reviewed the Board of Directors’ report, the report of the independent expert designated in\n\naccordance with Articles R. 225-160-1 et seq. of the French Commercial Code and the statutory auditors’\n\nspecial report,\n\nin accordance with Article L. 225-209-2 of the French Commercial Code,\n\nauthorizes the Board of Directors to purchase shares of the Company under the conditions set forth in\n\nArticle L. 225-209-2 of the French Commercial Code,\n\ndecides that the purchase of these shares may be effected on one or more occasions, on the market or\n\noff market, including without limitation through an accelerated bookbuilding procedure (BB) or block trade,\n\nbut this authorization shall however not be used by the Board of Directors during a public tender offer by a\n\nthird-party,\n\ndecides that the authorization may be used and the shares so purchased may be allocated:\n\n–within two (2) years from their purchase date, as payment or in exchange for assets acquired by\n\nthe Company in connection with a potential acquisition, merger, demerger or contribution-in-kind\n\ntransaction, or,\n\nAnnex A-6\n\n–within one (1) year from their purchase date, to serve stock option plans, free share plans, profit\n\nsharing plans and other allocations to employees and officers of the Company and of its affiliates;\n\nor,\n\n–within five (5) years of their purchase, to shareholders who notify the Company of their intention\n\nto acquire them at an offer to sell organized by the Company itself within three (3) months of each\n\nannual ordinary shareholders’ meeting, or\n\n–to any further purpose as may be authorized by the law when this delegation shall be used by the\n\nBoard of Directors,\n\nacknowledges that the maximum number of shares that may be purchased pursuant to this resolution for\n\nthe purposes stated in this resolution shall at no time exceed 10% of the total number of shares of the\n\nCompany outstanding, provided that if the shares are allocated as payment or in exchange for assets\n\nacquired by the Company in connection with a potential acquisition, merger, demerger or contribution-in-\n\nkind transaction, the maximum number of shares that may be purchased for that purpose shall at no time\n\nexceed 5% of the total number of shares of the Company outstanding,\n\ndecides that all or part of the purchased shares, subject to the adoption of the eleventh resolution below,\n\ncan be canceled under the terms and conditions set forth in the said resolution,\n\nacknowledges that any shares not used for the above-mentioned purposes within the relevant time\n\nperiod will be automatically canceled, it being specified that the Board of Directors shall be authorized to\n\nuse the repurchased shares for any other purpose set forth above (within the relevant time period set\n\nforth above),\n\ndecides to set the minimum purchase price per share (excluding fees and commissions) at $10.40, or the\n\nthen euro equivalent on the date on which this authorization is used, and the maximum purchase price\n\nper share (excluding fees and commissions) at $46.31, or the then euro equivalent on the date on which\n\nthis authorization is used, in accordance with the report by the independent expert pursuant to Article L.\n\n225-209-2 of the French Commercial Code, with an overall cap of $257,760,950.59; subject to\n\nadjustments as necessary to reflect any relevant capital transactions (e.g. incorporation of reserves,\n\nallocation of free shares, stock splits or reverse stock splits) that might occur during the term of this\n\nauthorization,\n\ndecides that the purchase price per share under this authorization shall be set by the Board of Directors,\n\ngrants full powers to the Board of Directors, with the option to sub-delegate powers to the Chief\n\nExecutive Officer or, with the agreement of the latter, to one or more Deputy Chief Executive Officers\n\n(directeurs généraux délégués), if any, to implement this authorization, place stock market orders, enter\n\ninto all types of agreements as permitted by law, carry out any formalities, procedures and filings with the\n\nFrench Autorité des Marchés Financiers and other competent bodies, and, in general, do whatever is\n\nnecessary.\n\nThis authorization is granted to the Board of Directors for a period of twelve (12) months from the date of\n\nthis Shareholders’ Meeting, and supersedes the authorization for the same purpose granted by the\n\nShareholders’ Meeting of June 13, 2025, provided that, if during the effective time of this authorization,\n\nthe Company’s shares are admitted to trading on a regulated market or a multilateral trading facility within\n\nthe meaning of the French Commercial Code, such authorization would automatically lapse.\n\nRESOLUTIONS WITHIN THE AUTHORITY OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING\n\nEleventh resolution\n\nAuthorization to be given to the Board of Directors to reduce the Company’s share capital by\n\ncanceling shares as part of the authorization to the Board of Directors allowing the Company to\n\nAnnex A-7\n\nbuy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French\n\nCommercial Code\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors’ report,\n\nauthorizes the Board of Directors, in accordance with Article L. 225-209-2 of the French Commercial\n\nCode, to cancel, on one or more occasions, all or part of the shares repurchased by the Company and to\n\nreduce the share capital accordingly, such cancellations not to exceed 10% of the share capital of the\n\nCompany in the aggregate per twenty-four month period,\n\ndecides that any potential excess of the purchase price of the shares over their par value will be charged\n\non any available reserve account, including the legal reserves, provided that such legal reserve is not less\n\nthan 10% of the share capital of Company after the completion of the capital reduction,\n\ngrants full powers to the Board of Directors, with the option to sub-delegate as provided by law, to carry\n\nout all acts, formalities or declarations necessary to finalize the capital reductions that could be achieved\n\npursuant to this authorization and for the purposes of amending the Company's by-laws as a result.\n\nThis authorization is granted for a period of twelve (12) months from the date of this Shareholders’\n\nMeeting and supersedes the authorization for the same purpose granted by the Shareholders’ Meeting of\n\nJune 13, 2025.\n\nTwelfth resolution\n\nAuthorization to be given to the Board of Directors to reduce the Company’s share capital by\n\ncanceling the shares acquired by the Company pursuant to the provisions of Article L. 225-208 of\n\nthe French Commercial Code\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors’ report and the auditor’s report,\n\nacting in accordance with Articles L. 225-204 to L. 225-205 of the French Commercial Code,\n\nauthorizes the Board of Directors to carry out a share capital reduction not motivated by losses, on one\n\nor more occasions, up to a maximum amount of €139,149.725 by way of cancellation of a maximum of\n\n5,565,989 Company’s shares with a par value €0.025 per share, acquired by the Company in accordance\n\nwith Article L. 225-208 of the French Commercial Code, linked to purchase of options or free shares\n\ngranted by the Company and became lapsed,\n\ndecides that the Board of Directors is granted all powers, with the right of sub-delegation under the\n\nconditions provided by the law and under the conditions specified below, notably:\n\n–in the event of the opposition of one or more creditors of the Company within the deadline for\n\nopposition from creditors, which will start to run from the filing of the minutes of the current\n\nshareholders’ meeting and of the minutes of the Board of Directors implementing the current\n\nauthorization, take any appropriate measure, set up any security or execute any court decision\n\nordering the lodging of guarantees or the reimbursement of debts,\n\n–amend the Company’s by-laws accordingly and, more generally, do whatever is useful or\n\nnecessary for the implementation of the current resolution,\n\ndecides that this authorization is granted to the Board of Directors for a period of twelve (12) months from\n\nthe date of this Shareholders’ Meeting and supersedes the authorization for the same purpose granted by\n\nthe Shareholders’ Meeting of June 13, 2025 and shall not be used during a public tender offer by a third\n\nparty.\n\nAnnex A-8\n\nThirteenth resolution\n\nDelegation of authority to the Board of Directors to reduce the share capital by way of a buyback\n\nof Company stock followed by the cancellation of the repurchased stock\n\nThe Shareholders' Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors' report and the statutory auditors' report, in accordance with\n\nArticles L. 225-204 and L. 225-207 of the French Commercial Code,\n\nauthorizes the Board of Directors to decide, as appropriate, at its own discretion, to carry-out, in one or\n\nmore times, one or more repurchases of shares (or American Depositary Shares) within the limit of a\n\nmaximum number of 11,131,979 shares of a nominal value of 0.025 euro for the purposes of canceling\n\nthem and resulting in the Company's share capital reduction not arising from losses, of a maximum\n\nnominal amount of €278,299.475, in accordance with the provisions of Article L. 225-207 of the French\n\nCommercial Code;\n\ndecides that the Board of Directors shall have all powers, with the right to sub-delegate, under the\n\nconditions laid down by the law, to implement this delegation in accordance with applicable law and the\n\nby-laws of the Company, and in particular to:\n\n–set the final terms and conditions of the transaction, including in particular the number of shares\n\nto be repurchased and canceled within the aforementioned limit and maximum repurchase price\n\nat $46.31 per share (or the equivalent in euros of this amount on the date of use of this\n\ndelegation), i.e., a maximum aggregate amount of $515,521,947.490;\n\n–in the event of opposition by one or more of the Company's creditors within the period of\n\nopposition by the creditors, which shall begin to run as from the filing at the Commercial Court\n\nregistry of the present decision's minutes and of the Board of Directors' minutes implementing this\n\ndelegation, take any appropriate measure, create any financial security or comply with any court\n\ndecision ordering the creation of guarantees or the repayment of debts;\n\n–make to all shareholders a buyback offer by the Company;\n\n–in view of the results of the buyback offer, determine the final amount of the capital reduction and\n\nacknowledge the completion of the capital reduction;\n\n–if applicable, decide to deduct the difference between the repurchase value of the shares\n\nacquired and the nominal of the canceled shares from any available reserves and premium\n\naccounts, or from a retained earnings account;\n\n–make any corresponding amendment to the Company's by-laws, and, in general, take any action\n\nand perform all formalities required to carry out this resolution;\n\ndecides that this authorization is granted to the Board of Directors for a period of eighteen (18) months\n\nfrom the date of this Shareholders' Meeting and supersedes the authorization for the same purpose\n\ngranted by the Shareholders’ Meeting of June 13, 2025 and may not be implemented in the event of a\n\npublic tender offer by a third party.\n\nFourteenth resolution\n\nAuthorization to be given to the Board of Directors to grant OSAs (options to subscribe for new\n\nordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees\n\nand corporate officers of the Company and employees of its subsidiaries pursuant to the\n\nAnnex A-9\n\nprovisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders'\n\npreferential subscription rights\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report,\n\nauthorizes the Board of Directors, pursuant to Articles L.225-177 to L.225-185 of the French Commercial\n\nCode, to grant, during periods authorized by the law, in one or several times, in favor of the corporate\n\nofficers listed in Article L. 225-185 of the French Commercial Code and employees (or some of them) of\n\nthe Company and companies and economic interest groups (\"groupements d'intérêt économique\") related\n\nto the Company under the conditions referred to in Article L. 225-180-I of the French Commercial Code,\n\noptions giving the right to subscribe or to purchase ordinary shares of the Company, provided that:\n\n–the number of shares that may be issued or acquired upon the exercise of options granted\n\npursuant to this authorization shall be deducted from the overall limit set forth in the fifteenth\n\nresolution below, and\n\n– the total number of shares to be issued upon exercise of granted but unexercised OSAs may\n\nnever exceed one third of the share capital,\n\ndecides that this authorization is granted to the Board of Directors for a period of thirty-eight (38)\n\nmonths from the date of this Shareholders’ Meeting and supersedes the authorization having the same\n\npurpose granted pursuant to the sixteenth resolution of the shareholders’ meeting dated June 13, 2023.\n\ndecides this authorization includes, in favor of the holders of OSAs, express waiver by shareholders of\n\ntheir preferential subscription right with respect to shares that may be granted as OSAs are exercised,\n\nand shall be implemented in accordance with the terms and conditions provided by applicable laws and\n\nregulations in force on the day the OSAs are granted,\n\ndecides that the purchase or subscription price per share shall be fixed by the Board of Directors on the\n\nday the option is granted, by reference to the closing sale price of an American Depositary Share\n\nrepresenting an ordinary share of the Company on the Nasdaq Stock Market on the day preceding the\n\ndate of the Board of Directors’ decision to grant the options. However, the purchase or subscription price\n\nper share shall not, in any case, be less than ninety-five percent (95%) of the average of the closing sale\n\nprice of an American Depositary Share representing one ordinary share of the Company on the Nasdaq\n\nStock Market during the twenty days of trading preceding the day of the Board of Directors’ decision to\n\ngrant options;\n\nprovided that, when an option allows its holder to purchase shares which have been previously purchased\n\nby the Company, its exercise price, without prejudice to the provisions above and in accordance with legal\n\nprovisions in force, may not, in addition, be less than 80% of the average price paid by the Company for\n\nthe purchase of the treasury shares by the Company;\n\ndecides the subscription or purchase price for the shares to which the options relate cannot be modified\n\nduring the term of the options, provided that, if the Company were to carry out one of the transactions\n\nreferred to in Article L.225-181 of the French Commercial Code, it shall take the necessary steps to\n\nprotect the interests of the holders of the options under the conditions provided in Article L.228-99 of the\n\nFrench Commercial Code,\n\ndecides that, in the event the adjustment referred to in Article L.228-99 3° of the French Commercial\n\nCode is necessary, the adjustment would be realized by applying the method provided in Article R.228-91\n\nof the French Commercial Code, provided that the value of the preferential subscription rights, as well as\n\nthe value of the shares before detachment of subscription rights would, if necessary, be determined by\n\nthe Board of Directors based on the subscription, exchange or sale price per share used for the last\n\ntransaction with respect to the share capital of the Company (capital increase, contributions-in kind of\n\nsecurities, sale of shares, etc.) during the six (6) months preceding such meeting of the Board of\n\nDirectors, or, if no such transaction occurred, based on other financial parameters deemed appropriate by\n\nthe Board of Directors,\n\nAnnex A-10\n\ndecides that in the event of the issue of new shares or new securities giving access to the Company’s\n\nshare capital or in the event of a merger or split-up of the Company, the Board of Directors may suspend,\n\nif necessary, the exercise of options, during a maximum of three months,\n\nsets the maximum the term of the options at nine years and six months from the date of the grant, or up\n\nto ten years in the event of the death or disability of the option holder within such nine year and six month\n\nterm, and\n\ngrants all powers to the Board of Directors, within the limits set out above, to:\n\n–determine the categories of option holders and the identity of holders of OSAs or OAAs, as well\n\nas the number of options to grant to each holder;\n\n–set, and as the case amend, the purchase and/or subscription price of the shares underlying the\n\nOSAs or OAAs, within the limits set forth above, provided that the subscription price per share\n\nshall be at least equal to the par value of the share;\n\n–ensure that the number of OSAs granted by the Board of Directors is set such that the total\n\nnumber of OSAs granted but not exercised does not give right to subscribe to a number of shares\n\nexceeding a third of the share capital;\n\n–determine the modalities of a OSA or OAA plan and set the conditions in which the options will be\n\ngranted, including, in particular, the schedule of exercise of options granted, which may vary\n\naccording to the holders; provided that these conditions may include clauses prohibiting\n\nimmediate resale of all or part of the shares delivered upon exercise of the options, within the\n\nlimits set by applicable law;\n\n–acquire shares of the Company, if any, as necessary for the allocation of any shares to which\n\nOAAs give right;\n\n–proceed with the adjustments referred to in article R.228-91 of the French Commercial Code,\n\nwhen applicable;\n\n–complete, with power to subdelegate, all acts and formalities in order to finalize the capital\n\nincreases that may be effected pursuant to the authorization subject to this resolution and\n\nproceed with the subsequent amendment of the by-laws of the Company;\n\n–charge, if it deems necessary, fees of capital increases from the amount of premiums related to\n\nthese increases and deduct from this amount the necessary sums to bring the legal reserve to a\n\ntenth of the new share capital following any increase;\n\n–and, generally, in accordance with applicable law, either itself or through a representative, take\n\nany action and execute any agreement that is necessary for the implementation of this\n\nauthorization;\n\nThe Board of Directors will inform the Shareholders’ Meeting each year of the operations carried out\n\nwithin the framework of this resolution.\n\nFifteenth resolution\n\nApproval of the maximum number of shares that may be issued or acquired pursuant to\n\nResolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-\n\nBased RSUs to employees and corporate officers of the Company and employees of its\n\nsubsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to\n\ngrant Performance-Based RSUs to employees and corporate officers of the Company and\n\nemployees of its subsidiaries), and the Resolution 14 herein (authorization to grant options to\n\npurchase or to subscribe shares to employees and corporate officers of the Company and\n\nemployees of its subsidiaries)\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nAnnex A-11\n\nhaving reviewed the Board of Directors’ report,\n\ndecides to set at 7,000,000 ordinary shares with a nominal value of €0.025 each, the maximum number\n\nof shares\n\n(i)which may be issued or acquired following grant of time-based restricted stock units (“Time-\n\nBased-RSUs”) issued or acquired following grant of time-based restricted stock units (“Time-\n\nBased-RSUs”) under the 2015 time-based restricted stock units plan, adopted by the Board on\n\nJuly 30, 2015 and approved by the annual shareholders’ meeting held on October 23, 2015, as\n\namended from time to time (the “Amended and Restated 2015 Time-Based Restricted Stock\n\nUnits Plan”), decided after this Shareholders’ Meeting pursuant to the fifteenth resolution of the\n\nShareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to\n\nemployees and corporate officers of the Company and employees of its subsidiaries),\n\n(ii)which may be issued or acquired following grant of performance-based restricted stock units\n\n(“Performance-Based RSUs”) under the 2015 performance-based restricted stock units plan,\n\nadopted by the Board on July 30, 2015 and approved by the annual shareholders’ meeting held\n\non October 23, 2015, as amended from time to time (the “Amended and Restated 2015\n\nPerformance-Based Restricted Stock Units Plan”), decided after this Shareholders’ Meeting\n\npursuant to the sixteenth resolution of the Shareholders’ Meeting dated June 25, 2024\n\n(authorization to grant Performance-Based RSUs to employees and corporate officers of the\n\nCompany and employees of its subsidiaries), and\n\n(iii)which may be issued or acquired upon the exercise of options under the 2016 stock option plan\n\nadopted by the Board on April 7, 2016 and approved by the annual shareholders’ meeting held on\n\nJune 29, 2016, as amended from time to time (the “Amended 2016 Stock Option Plan”),\n\ngranted after this Shareholders’ Meeting pursuant to the fourteenth resolution above\n\n(authorization to grant options to purchase or to subscribe shares to employees and corporate\n\nofficers of the Company and employees of its subsidiaries),\n\nit being specified that this global limit does not include any additional shares issued to preserve, in\n\naccordance with applicable legal and contractual provisions, the rights of any holder of securities or other\n\nrights giving access to shares of the Company.\n\nSixteenth resolution\n\nDelegation of authority to the Board of Directors to increase the Company’s share capital by\n\nissuing ordinary shares, or any securities giving access to the Company’s share capital, for the\n\nbenefit of a category of persons meeting predetermined criteria (underwriters), without\n\nshareholders’ preferential subscription rights\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report,\n\nacting in accordance with Articles L. 225-129, L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the\n\nFrench Commercial Code,\n\ngrants to the Board of Directors the authority to decide, on one or more occasions, in the proportions and\n\nat the times it deems appropriate, both in France and abroad, to increase the number of authorized\n\nordinary shares of the Company or any type of securities giving access, by any means, immediately and/\n\nor in the future, to the Company’s share capital (including without limitation, any bonds redeemable or\n\nconvertible for ordinary shares and any warrants attached or not to ordinary shares or other types of\n\nsecurities), which securities may be issued in euros, a foreign currency or in any monetary units\n\nestablished by reference to several currencies at the option of the Board of Directors, to be paid in cash,\n\nincluding by way of set-off against receivables,\n\ndecides that this authorization shall not be used during a public tender offer by a third party,\n\nAnnex A-12\n\ndecides that the maximum nominal amount of the share capital increase, immediately or in the future, by\n\nvirtue of the powers granted by the Annual General Shareholders’ Meeting to the Board of Directors\n\npursuant to this resolution, may not exceed the global amount of €139,149.725. This limit is set without\n\ntaking into account the par value of the Company’s ordinary shares to be issued, if applicable, in relation\n\nto the adjustments to be carried out in order to protect the rights of holders of securities and other rights\n\ngiving access to capital, in accordance with legal and regulatory requirements as well as applicable\n\ncontractual provisions,\n\ndecides that the nominal amount of any share capital increase that may be carried out in application of\n\nthis resolution will be deducted from the overall limit set forth in the twenty-first resolution below,\n\ndecides that the nominal amount of all debt securities giving access to the Company’s share capital to be\n\nissued pursuant to this authorization will not exceed $500,000,000 (or the corresponding value of this\n\namount for an issuance in a foreign currency),\n\n–this amount will be increased, if applicable, for any redemption premium above the nominal value,\n\n–this amount will be deducted from the overall limit set forth in the twenty-first resolution below,\n\n–this limit does not apply to securities the issuance of which is decided or authorized by the Board\n\nof Directors in accordance with Article L. 228-40 of the French Commercial Code,\n\ndecides to waive the shareholders’ preferential subscription rights attached to the shares and securities\n\nwhich will be issued and to restrict the persons eligible to subscribe for those shares and securities to\n\nwhich this resolution pertains to the following category of persons:\n\n–any bank, investment services provider or member of a banking syndicate (underwriters)\n\nundertaking to ensure the completion of the share capital increase or of any issuance that could\n\nin the future lead to a share capital increase in accordance with the present delegation of\n\nauthority;\n\ntake notes, as necessary, that the present delegation of authority automatically includes, for the benefit of\n\nthe holders of the securities giving access to the Company’s share capital to be issued pursuant to this\n\ndelegation, as applicable, express waiver by the shareholders of their preferential subscription right with\n\nrespect to the ordinary shares to which such securities give right,\n\ndecides that the issue price of the ordinary shares to be issued by virtue of the present delegation will be\n\nat least equal to the weighted average price of the American Depositary Shares representing the\n\nCompany’s ordinary shares on the Nasdaq Global Market for the five trading days preceding the\n\ndetermination of the issue price, subject to a maximum discount of 10%, taking into account, if applicable,\n\nthe difference in the dividend entitlement date of the shares, provided that (i) in the case of an issuance of\n\nsecurities giving access to the Company’s share capital, the issue price of the ordinary shares to be\n\nissued upon the exercise, conversion or exchange of such securities, may, as applicable, be set, at the\n\ndiscretion of the Board of Directors, by reference to a formula set by it and applicable after the issuance of\n\nthe securities (for example, upon exercise, conversion or exchange) in which case the aforementioned\n\nmaximum discount may be determined, if the Board of Directors deems appropriate, on the date of the\n\napplication of the formula (and not on the date of the setting of the issue price), and (ii) the issue price of\n\nthe securities giving access to the Company’s share capital issued by virtue of the present resolution, if\n\nany, will be such that the amount immediately received by the Company plus the amount likely to be\n\nreceived by it at the time of exercise or conversion of said securities, shall be, for each ordinary share\n\nissued as a consequence of the issue of said securities, at least equal to the minimum amount set forth\n\nabove,\n\nspecifies that this delegation is granted to the Board of Directors for a period of eighteen (18) months\n\nas from the date of the present Shareholders’ Meeting and supersedes all previous delegations for the\n\nsame purpose,\n\ndecides that the Board of Directors is granted all powers to implement, in accordance with provisions set\n\nforth in the law and the by-laws of the Company, the present delegation in order to, notably:\n\nAnnex A-13\n\n–determine the amount of the share capital increase, the issue price (provided that such price will\n\nbe determined in accordance with the conditions set forth above), and the premium that may, if\n\nappropriate, be requested at the issuance;\n\n–set the dates, terms and conditions of any issuance, as well as the form and the characteristics of\n\nthe shares or securities giving access to the Company’s share capital to be issued;\n\n–determine the dividend eligibility date, which may be retroactive, for shares or securities giving\n\naccess to the Company’s share capital to be issued and the method of payment;\n\n–set the list of the beneficiaries within the above mentioned category of persons and the number of\n\nsecurities to be granted to each of them;\n\n–in its sole discretion and whenever it deems it appropriate, charge the expenses and fees\n\ngenerated by the share capital increases performed by virtue of the delegation mentioned in this\n\nresolution to the amount of the premium related to such increases and deduct therefrom the\n\nnecessary amounts in order to bring the legal reserve to one-tenth of the new share capital\n\namount after each share capital increase;\n\n–acknowledge completion of each share capital increase and make the corresponding\n\namendments to the Company’s by-laws;\n\n–in general, enter into any agreement, particularly to ensure the successful completion of the\n\nproposed issuances, take all measures and accomplish all formalities required for the issuance,\n\nfor the listing and for any financial services relating to the securities issued by virtue of the\n\npresent delegation, as well as pursuant to the exercise of the rights attached thereto;\n\n–make any decisions relating to the admission of the shares or securities issued for trading on the\n\nNasdaq Global Market. \n\nSeventeenth resolution\n\nDelegate authority to the Board of Directors to increase the Company’s share capital by way\n\nissuing ordinary shares or any securities giving access to the Company’s share capital, while\n\npreserving the shareholders’ preferential subscription rights\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nafter having reviewed the Board of Directors’ report and the statutory auditors’ report,\n\nacting in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code,\n\nnotably, Articles L. 225-129 to L. 225-129-6, L. 225-132, L. 225-133, L. 225-134, L. 228-91 and L. 228-92,\n\ngrants to the Board of Directors the authority to decide, on one or more occasions, in the proportions and\n\nat the times it considers appropriate, both in France and abroad, in euros, foreign currencies or any\n\nmonetary unit calculated by reference to multiple currencies, for free or against consideration, to issue\n\nordinary shares of the Company and any type of securities giving, by any means, immediately and/or in\n\nthe future, access to the Company’s share capital, said shares conferring the same rights as existing\n\nshares, except for their dividend entitlement date,\n\ndecides that the securities issued pursuant to this delegation may consist of debt securities or be related\n\nto the issue of such debt securities or permit the issue as intermediate securities,\n\ndecides that the shareholders have, in proportion to the amount of their shares, a preferential right of\n\nsubscription to the ordinary shares or securities to be issued, as the case may be, pursuant to this\n\ndelegation,\n\ngrants to the Board of Directors the power to grant to the shareholders the right to subscribe, subject to\n\npro rata reduction (à titre réductible), to a greater number of shares than the number of shares to which\n\nAnnex A-14\n\nthey would be entitled to subscribe by irrevocable entitlement (à titre irréductible), proportional to the\n\namount of shares they hold, and, in any event, within the limit of the number they request,\n\ndecides that the maximum nominal amount of share capital increases to be completed, immediately or in\n\nthe future, may not exceed the global amount €695,748.675. This limit is set without taking into account\n\nthe par value of the ordinary shares to be issued, if applicable, in relation to adjustments carried out in\n\norder to protect the rights of holders of securities and other rights giving access to capital, in accordance\n\nwith legal and regulatory requirements as well as applicable contractual provisions,\n\ndecides that the nominal amount of all issuances of debt securities giving access to the Company’s share\n\ncapital to be completed will not exceed $500,000,000 (or the corresponding value of this amount for an\n\nissuance in a foreign currency), it being specified that:\n\n–this amount will be increased, if applicable, for any redemption premium above nominal value,\n\n–this amount will be deducted from the overall limit set forth in twenty-first resolution below,\n\n–this limit does not apply to securities the issuance of which is decided or authorized by the\n\nBoard of Directors in accordance with Article L. 228-40 of the French Commercial Code,\n\ndecides that if the statutory and optional (if any) subscriptions do not result in the issuance being\n\nsubscribed for in full, the Board of Directors, in accordance with the provisions set forth in the law and in\n\nthe order of its choice, may use any or all of the rights referred to in Article L. 225-134 of the French\n\nCommercial Code, in particular it may:\n\n–limit the issuance to the number of subscriptions, provided that the subscriptions reach at least\n\nthree quarters of the issuance initially decided,\n\n–freely allocate, at its own discretion to persons of its choice, all or part of the securities not\n\nsubscribed for, and\n\n–publicly trade all or part of the issued, but not subscribed securities, in France or abroad,\n\ndecides that the issuance of warrants (bons de souscription d’actions, or warrants) of the Company may\n\nbe performed by way of an offer to subscribe, but also by way of free allocation to the holders of existing\n\nshares,\n\ndecides, in the case of free allocation of warrants (bons de souscription d’actions, or warrants), that the\n\nBoard of Directors would have the possibility to decide that the allocation rights on fractional shares will\n\nnot be tradeable and that the corresponding shares will be sold,\n\ntakes note, as necessary, that the present delegation unconditionally and expressly waives, in favor of\n\nthe holders of the securities to be issued giving access to the Company's share capital, if any, pursuant to\n\nthe present delegation, express renunciation by the shareholders to their preferential subscription right to\n\nthe ordinary shares to which those securities give right,\n\nspecifies that the delegation is granted to the Board of Directors for a period of twenty-six (26) months\n\nas from the date of this Shareholders’ Meeting, and supersedes all previous delegation established for the\n\nsame purpose,\n\ndecides that the Board of Directors is granted all powers, with the right of sub-delegation under the\n\nconditions established by applicable laws and regulations, to implement, in accordance with applicable\n\nlaw and the Company’s by-laws, the present delegation in order to, notably:\n\n–set the dates, conditions and modalities of any issuance, as well as the form and the\n\ncharacteristics of the shares or securities giving access to the Company’s share capital to\n\nbe issued, with or without premium,\n\nAnnex A-15\n\n–determine the amounts to be issued, the dividend entitlement date, which may be\n\nretroactive, of the shares or securities giving access to the Company’s share capital to\n\nbe issued, the method of payment, and as the case may be, the terms of exercise of the\n\nright to exchange, conversion, reimbursement or allocation in any other manner of shares\n\nor securities giving access to the Company’s share capital,\n\n–make any adjustment required in order to protect the interests of the holders of rights\n\nattached to the securities that shall be issued giving access to the Company’s share\n\ncapital, in accordance with legal and regulatory requirements as well as applicable\n\ncontractual provisions, and\n\n–suspend, as necessary, the exercise of the rights attached to the securities for a\n\nmaximum period of three months,\n\ndecides that the Board of Directors may:\n\n–in its sole discretion and whenever it deems it appropriate, charge the expenses, rights\n\nand fees generated by the share capital increases performed by virtue of the present\n\ndelegation, to the total amount of the premium related to those transactions and\n\nwithdraw, from the amount of such premium, the necessary amounts in order to bring the\n\nlegal reserve to one-tenth of the new amount of the share capital after each increase,\n\n–take any decision in relation to the admission of the securities issued hereby to trading on\n\nthe Nasdaq Global Market, and,\n\n–more generally, enter into any agreement, notably to successfully complete the\n\nproposed issuance of shares or securities, take all measures and carry out all\n\nformalities for the purpose finalizing the share capital increases that may be made\n\npursuant to this delegation, as well as to carry out the corresponding amendment of the\n\nCompany’s by-laws.\n\nEighteenth resolution\n\nDelegate authority to the Board of Directors to increase the Company’s share capital by issuing\n\nordinary shares, or any securities giving access to the Company’s share capital, through a public\n\noffering (excluding offers covered by paragraph 1° of article L. 411-2 of the French Monetary and\n\nFinancial Code), without shareholders’ preferential subscription rights\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders,\n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report,\n\nacting in accordance with Articles L. 225-129 et seq. of the French Commercial Code, and notably,\n\nArticles L. 225-129 to L. 225-129-6, L. 225-135, L. 225-135-1, L. 225-136, L. 228-91 and L. 228-92,\n\ngrants to the Board of Directors the authority to decide to issue, by way of public offering (excluding\n\noffers covered by paragraph 1° of article L. 411-2 of the French Monetary and Financial Code), on one or\n\nmore occasions, in the proportions and at the times it deems appropriate, both in France and abroad, in\n\neuros, foreign currencies or any monetary unit calculated by reference to multiple currencies, for free or\n\nagainst consideration, ordinary shares of the Company and/or any type of securities giving access, by any\n\nmeans, immediately and/or in the future, to ordinary shares of the Company, such shares conferring the\n\nsame rights as existing shares, except for their dividend entitlement date,\n\nAnnex A-16\n\ndecides that this authorization shall not be used by the Board of Directors during a public tender offer by\n\na third-party,\n\ndecides that the securities issued pursuant to this delegation may consist of debt securities or be related\n\nto the issue of such debt securities or permit the issue as intermediate securities,\n\ndecides to waive the shareholders’ preferential subscription right attached to the ordinary shares or\n\nsecurities issued by virtue of the present delegation,\n\ndecides to allow the Board of Directors to grant, at its own discretion, to shareholders a priority\n\nsubscription right on all or some of the issuances pursuant to this authorization under the terms and\n\nconditions set forth pursuant to Article L. 225-135 of the French Commercial Code, if, when the present\n\ndelegation is used, the Company’s shares are admitted to trading on a regulated market (marché\n\nréglementé) within the meaning of the French Commercial Code. This priority subscription right will not\n\ngive rise to the creation of negotiable rights, but may be exercised by irrevocable entitlement (à titre\n\nirréductible) or subject to pro rata reduction (à titre réductible), if the Board of Directors decides that it is\n\nappropriate,\n\nnotes, as necessary, that the present delegation includes, in favor of the holders of the securities to be\n\nissued giving access to the Company's share capital, express waiver by the shareholders of their\n\npreferential subscription right with respect to the ordinary shares to which such securities give right,\n\ndecides that the maximum nominal amount of the share capital increase that may be completed,\n\nimmediately or in the future, by virtue of this resolution, may not exceed the global amount of\n\n€139,149.725. This limit is set without taking into account the par value of the ordinary shares to be\n\nissued, if applicable, in relation to adjustments carried out in order to protect the rights of holders of\n\nsecurities and other rights giving access to capital, in accordance with legal and regulatory requirements\n\nas well as applicable contractual provisions,\n\ndecides, in addition, that the nominal amount of any share capital increase that may be completed by\n\nvirtue of the powers granted to the Board of Directors pursuant to this resolution will be deducted from the\n\noverall limit set forth in the twenty-first resolution below,\n\ndecides that the nominal amount of all issuances of debt securities giving access to the Company’s share\n\ncapital that may be completed by virtue of this resolution will not exceed $500,000,000 (or the\n\ncorresponding value of this amount for an issuance in a foreign currency), it being specified that: this\n\namount will be increased, if applicable, for any redemption premium above nominal value, this amount will\n\nbe deducted from the overall limit set forth in the twenty-first resolution below, this limit does not apply to\n\nsecurities the issuance of which is decided or authorized by the Board of Directors in accordance with\n\nArticle L. 228-40 of the French Commercial Code,\n\ndecides that if the issuance of shares or securities referred to above is not subscribed for in full, the\n\nBoard of Directors, in accordance with the provisions set forth in the law and in the order of its choice,\n\nmay use any or all of the rights referred to in Article L. 225-134 of the French Commercial Code, in\n\nparticular it may: limit the issuance to the number of subscriptions, provided that the subscriptions reach\n\nat least three quarters of the issuance initially decided, freely allocate, at its own discretion to persons of\n\nits choice, all or part of the securities not subscribed for, and publicly trade all or part of the issued but not\n\nsubscribed-for securities, in France or abroad,\n\ndecides that the issue price of the shares that may be issued by virtue of the present delegation will be\n\ndetermined by the Board of Directors and will be at least equal to the average of the weighted average\n\nprice by volume of a share of the Company on the Nasdaq Global Market for the five trading days\n\npreceding the determination of the issue price, subject to a maximum discount of 10% (provided that, if,\n\nwhen the present delegation is used, the Company’s shares are admitted to trading on a regulated market\n\nrecognized as such by the French Autorité des Marchés Financiers, the price will be determined in\n\naccordance with the provisions of Article L. 225-136-1 of the French Commercial Code), taking into\n\naccount, if applicable, the difference in the dividend entitlement date of the shares and it being specified\n\nthat the issue price of the securities giving access to capital to the Company’s share capital issued by\n\nvirtue of the present delegation, if any, will be such that the amount immediately received by the Company\n\nplus the amount likely to be received by it at the time of exercise or conversion of said securities, shall be,\n\nAnnex A-17\n\nfor each ordinary share issued as a consequence of the issue of said securities, at least equal to the\n\nminimum amount set forth above,\n\ndecides that this delegation is granted to the Board of Directors for a period of twenty-six (26) months\n\nas from the date of this Shareholders’ Meeting, and supersedes all previous delegation established for the\n\nsame purpose,\n\ndecides that the Board of Directors is granted all powers, with the right to sub-delegate in accordance\n\nwith applicable law and regulations, to implement, in accordance with provisions set forth in the law and\n\nthe Company’s by-laws, the present delegation in order to, notably: set the dates, terms and conditions of\n\nany issuance, as well as the form and the characteristics of the shares or securities giving access to the\n\nCompany’s share capital to be issued, with or without premium, determine the amounts to be issued, the\n\ndividend entitlement date, which may be retroactive, of the shares or securities giving access to the\n\nCompany’s share capital to be issued, the method of payment, and where appropriate, the terms of\n\nexercise of the right to exchange, conversion, reimbursement or allocation in any other manner of shares\n\nor securities giving access to the Company’s share capital, make any adjustment required in order to\n\nprotect the interests of the holders of rights attached to the securities that shall be issued giving access to\n\nthe Company’s share capital, in accordance with legal and regulatory requirements as well as applicable\n\ncontractual provisions, and, suspend, as necessary, the exercise of the rights attached to the securities\n\nfor a maximum period of three months,\n\ndecides that the Board of Directors may: in its sole discretion and whenever it deems it appropriate,\n\ncharge the expenses and fees generated by the share capital increases performed by virtue of the\n\ndelegation mentioned in this resolution to the amount of the premium related to such increases and\n\ndeduct from this amount the necessary amounts in order to bring the legal reserve to one-tenth of the new\n\namount of the share capital after each increase, make any decision in relation to the admission of the\n\nsecurities issued to trading on the Nasdaq Global Market in the United States of America, and, more\n\ngenerally,  enter into any agreement, particularly to ensure the successful completion of the proposed\n\nissuances of shares or securities, take all measures and carry out all formalities for the purpose of\n\nfinalizing the share capital increases that may be made pursuant to this delegation, as well as to carry out\n\nthe corresponding amendment of the Company’s by-laws.\n\nNineteenth resolution\n\nDelegation of authority to the Board of Directors to increase the number of securities to be issued\n\nas a result of a share capital increase with or without preserving shareholders’ preferential\n\nsubscription rights pursuant to Resolutions 16, 17 and 18 above (“green shoe”)\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders, \n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report, \n\nacting in accordance with Articles L. 225-129, L. 225-129-2, L. 225-135, L. 225-135-1 et seq., L. 228-91\n\nand L. 228-92 of the French Commercial Code,\n\ngrants to the Board of Directors the authority to increase the number of shares or securities to be issued\n\nin the event of oversubscription, with or without preserving preferential subscription right, in connection\n\nwith any increase of the share capital of the Company carried out pursuant to the sixteenth resolution,\n\nseventeenth resolution and eighteenth resolution above, in accordance with the conditions set forth in\n\nArticles L. 225-135-1 and R. 225-118 of the French Commercial Code (which, as of the date hereof,\n\npermits the issuance of shares or securities at the same price as the initial issuance and up to a limit of\n\n15% of the amount of the initial issuance, within thirty days of the closing date of the initial subscription),\n\nsuch shares conferring the same rights as existing shares, except for their dividend entitlement date,\n\ndecides that: the nominal amount of any share capital increase carried out pursuant to the seventeenth\n\nresolution above that may be thus increased in application of this resolution may not exceed\n\n€695,748.675, and the nominal amount of any share capital increase carried out pursuant to the sixteenth\n\nAnnex A-18\n\nresolution and eighteenth resolution above that may be thus increased in application of this resolution will\n\nbe deducted from the overall limit set forth in the twenty-first resolution below,\n\ndecides that the present delegation is granted to the Board of Directors for a period of twenty-six (26)\n\nmonths as from the date of this Shareholders’ Meeting,\n\ndecides that the Board of Directors is granted all powers, with the right to sub-delegate in accordance\n\nwith applicable law and regulations, to implement, in accordance with applicable law and the Company’s\n\nby-laws, the present delegation in order to, notably:\n\n–set the dates, terms and conditions of any issuance, as well as the form and the characteristics of\n\nthe shares or securities giving access to the Company’s share capital to be issued, with or without\n\npremium,\n\n–determine the amounts to be issued, the dividend determination date, which may be retroactive,\n\nof the shares or securities giving access to the Company’s share capital to be issued, the method\n\nof payment, and as applicable, the terms of exercise of the right to exchange, conversion,\n\nreimbursement or allocation in any other manner of the securities giving access to the Company’s\n\nshare capital,\n\n–make any adjustment required in order to protect the interests of the holders of rights attached to\n\nthe securities giving access to the Company’s share capital that shall be issued, in accordance\n\nwith legal and regulatory requirements as well as applicable contractual provisions, and\n\n–suspend, as necessary, the exercise of the rights attached to the securities for a maximum period\n\nof three months,\n\ndecides that the Board of Directors may:\n\n–in its sole discretion and whenever it deems it appropriate, charge the expenses and fees\n\ngenerated by the share capital increases performed by virtue of the delegation mentioned in this\n\nresolution, to the amount of the premium related to such increases and deduct there from the\n\nnecessary amounts in order to bring the legal reserve to one-tenth of the new share capital\n\namount after each share capital increase,\n\n–take any decision in relation to the admission of the securities issued to trading on the Nasdaq\n\nGlobal Market, and\n\n–more generally, enter into any agreement, in particular to ensure the successful completion of the\n\nproposed issuance of shares or securities, take all measures and carry out all formalities for the\n\npurpose of finalizing the share capital increases that may be made pursuant to this delegation, as\n\nwell as to make the corresponding amendment of the Company’s by-laws.\n\nTwentieth resolution\n\nDelegation of authority to the Board of Directors to increase the Company’s share capital by way\n\nof issuing shares and securities giving access to the Company’s share capital for the benefit of\n\nmembers of a Company savings plan (plan d’épargne d’entreprise), without shareholders’\n\npreferential subscription rights,\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders, \n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report,\n\nacting in accordance with Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code\n\nand Article L. 3332-1 et seq. of the French Labor Code,\n\ngrants to the Board of Directors the authority to issue, on one or more occasions in the proportions and at\n\nthe times it deems appropriate, ordinary shares or any type of securities giving access, by any means,\n\nimmediately and/or in the future, to the Company’s ordinary shares reserved for participants in a savings\n\nAnnex A-19\n\nplan of the Company or, as applicable, of French or foreign companies affiliated with the Company\n\naccording to Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor\n\nCode,\n\ndecides that the maximum nominal amount of the increase in share capital that may be completed\n\npursuant to this resolution may not exceed €41,744.9. This limit is set without taking into account the par\n\nvalue of the Company’s ordinary shares to be issued, if applicable, in relation to the adjustments to be\n\ncarried out in order to protect the rights of holders of securities or other rights giving access to shares, in\n\naccordance with legal and regulatory requirements as well as applicable contractual provisions,\n\ndecides that the total nominal amount of debt securities issued giving access to the Company’s share\n\ncapital that may be issued pursuant to this resolution shall not exceed $500,000,000 (or the\n\ncorresponding value of this amount for an issuance in a foreign currency), will be deducted from the\n\noverall limit set forth in the twenty-one resolution below,\n\ndecides that the nominal amount of any share capital increase that may be carried out in application of\n\nthis resolution will be deducted from the overall limit set forth in the twenty-one resolution below,\n\nspecifies that this delegation is granted to the Board of Directors for a period of eighteen (18) months\n\nas from the date of the present Shareholders’ Meeting, \n\ndecides that the issue price of the new shares or securities giving access to the Company’s share capital\n\nwill be determined by the Board of Directors in accordance with Articles L. 3332-18 to L. 3332-23 of the\n\nFrench Labor Code,\n\ndecides to waive, for the benefit of the participants in a savings plan, the shareholders’ preferential\n\nsubscription rights to the shares or securities giving access by any means, immediately or in the future, to\n\nordinary shares to be issued according to this resolution, \n\ndecides that the Board of Directors is granted full powers to implement the present delegation, with the\n\nright to sub-delegate in accordance with the conditions set forth in applicable laws and regulations,\n\nparticularly in order to, without limitation:\n\n–decide that the subscriptions may be completed directly or through employee shareholding funds,\n\nor any other structure or entity permitted by applicable laws or regulations;\n\n–set the dates, terms and conditions of any issuance pursuant to the present resolution, and, set\n\nthe opening and closing dates of the subscriptions, the dividend entitlement date, the method of\n\npayment for shares and other securities giving access to the Company’s share capital, and to set\n\nthe deadline for the payment for shares and, as applicable, other securities giving access to the\n\nCompany’s share capital;\n\n–to apply for the admission to trading of the securities issued, record the completion of the share\n\ncapital increases and to subsequently amend the Company’s by-laws, to carry out, directly or\n\nthrough an assignee, all transactions and formalities related to the share capital increases and, to\n\ncharge the expenses of the share capital increases to the amount of the premiums related to\n\nsuch increases, and deduct therefrom the necessary amounts in order to bring the legal reserve\n\nto one-tenth of the new share capital amount after each increase. \n\nTwenty-first resolution\n\nApproval of the overall limits pursuant to the Resolutions 16 to 20 above\n\nThe Shareholders’ Meeting, acting under the conditions of quorum and majority required for an\n\nextraordinary meeting of shareholders, \n\nhaving reviewed the Board of Directors’ report and the statutory auditors’ report, \n\ndecides that:\n\nAnnex A-20\n\n–the global nominal amount of the share capital increases which may be completed pursuant to\n\nthe sixteenth resolution, eighteenth resolution, nineteenth resolution and twentieth resolution\n\nabove may not exceed €139,149.725. This limit is set without taking into account the par value of\n\nthe Company’s ordinary shares to be issued, if applicable, in relation to adjustments to be carried\n\nout in order to protect the rights of holders of securities or other rights giving access to shares of\n\nthe Company, in accordance with legal and regulatory requirements as well as applicable\n\ncontractual provisions,\n\n–the global nominal amount of the debt securities that may be issued pursuant to the sixteenth\n\nresolution, seventeenth resolution, eighteenth resolution, and twentieth resolution above shall not\n\nexceed $500,000,000 (or the corresponding value of this amount for an issuance in a foreign\n\ncurrency or in a monetary unit calculated by reference to multiple currencies).\n\nTwenty-second resolution\n\nAmendment of the fifth paragraph of Article 19 of the by-laws of the Company related to general\n\nmeetings in order to comply with the new provisions of Article R. 225-86 of the French\n\nCommercial Code\n\nThe Shareholders’ Meeting,\n\nacting under the conditions of quorum and majority required for extraordinary shareholders’ meetings,\n\nhaving reviewed the Board of Directors’ report,\n\nresolves\n\nto amend the fifth paragraph of Article 19 of the by-laws as follows, in order to reflect the amendment of\n\nArticle R. 225-86 of the French Commercial Code concerning the right to participate in general meetings:\n\n« […]\n\nThe right to participate in shareholders’ meetings is evidenced by the registration of the shares in the\n\nname of the shareholder on the fifth (5th) business day preceding the date of the shareholders’ meeting at\n\n12:00 a.m., Paris time.\n\n[…] ».\n\nThe rest of the article remains unchanged\n\n*** \n\nAnnex B-1\n\nANNEX B\n\nFRENCH GAAP STATUTORY FINANCIAL STATEMENTS\n\nPlease note that because we are a French company, the full text of the statutory financial\n\nstatements included in this Annex B has been translated from French. In the case of any\n\ndiscrepancy between this version and the French version, the French version will prevail.\n\nCRITEO S.A.\n\n32 rue Blanche\n\n75009 Paris\n\nANNUAL FINANCIAL STATEMENTS\n\nfor the fiscal year ending on\n\nDecember 31, 2025\n\nAnnex B-2\n\nINCOME STATEMENT\n\nIn Keuros\n\n2025\n\n2024\n\nRevenue\n\n70,019\n\n55,719\n\nNet sales\n\n70,019\n\n55,719\n\nCapitalized production\n\n-\n\n-\n\nGrants\n\n-\n\n-\n\nReversals of amortizations, depreciations and provisions\n\n1,029\n\n1,313\n\nOther products\n\n290,280\n\n235,254\n\nTotal operating revenues\n\n361,328\n\n292,286\n\nOther purchases and external expenses\n\n231,988\n\n176,634\n\nTaxes and similar payments\n\n1,650\n\n(119)\n\nWages and salaries\n\n3,002\n\n2,659\n\nSocial charges\n\n3,537\n\n3,517\n\nOperating allowances\n\n1,069\n\n900\n\nOther expenses\n\n179,108\n\n171,112\n\nTotal operating expenses\n\n420,354\n\n354,704\n\nNet operating expenses\n\n(59,026)\n\n(62,419)\n\nFinancial income from investments\n\n124,616\n\n121,613\n\nOther interest and similar income\n\n26,740\n\n2,178\n\nReversals of provisions, depreciations and expense transfers\n\n105,127\n\n67,773\n\nPositive exchange rate differences\n\n84,548\n\n86,225\n\nProceeds from Sale of Financial Investments\n\n668\n\n99,417\n\nTotal financial income\n\n341,700\n\n377,205\n\nFinancial amortizations, depreciations and provisions\n\n123,140\n\n109,710\n\nInterest and similar expenses\n\n83,996\n\n149,930\n\nNegative exchange rate differences\n\n90,250\n\n82,724\n\nTotal financial expenses\n\n297,387\n\n342,365\n\nNet financial income\n\n44,313\n\n34,841\n\nNet recurring operating income\n\n(14,713)\n\n(27,578)\n\nNon recurring income\n\n-\n\n-\n\nTotal Non recurring income\n\n-\n\n-\n\nNon recurring expenses\n\n-\n\n-\n\nTotal Non recurring expenses\n\n-\n\n-\n\nNet non recurring income\n\n-\n\n-\n\nEmployee profit-sharing\n\n-\n\n-\n\nIncome taxes\n\n(37)\n\n(7,275)\n\nProfit/Loss\n\n(14,676)\n\n(20,303)\n\nAnnex B-3\n\nBALANCE SHEET – ASSETS\n\nIn Keuros\n\n12/31/2025\n\n12/31/2024\n\nGross\n\nAmortization &\n\nDepreciation\n\nNet\n\nNet\n\nConcessions, patents, similar rights\n\n-\n\n-\n\n-\n\n-\n\nGoodwill\n\n-\n\n-\n\n-\n\n-\n\nOther intangible assets\n\n-\n\n-\n\n-\n\n-\n\nIntangible assets\n\n-\n\n-\n\n-\n\n-\n\nOther tangible assets\n\n-\n\n-\n\n-\n\n-\n\nProperty, plant and equipment in progress\n\n-\n\n-\n\n-\n\n-\n\nAdvances and deposits\n\n-\n\n-\n\n-\n\n-\n\nProperty, plant and equipment\n\n-\n\n-\n\n-\n\n-\n\nLong-term equity interests\n\n609,695\n\n21,696\n\n587,998\n\n606,204\n\nReceivables related to equity investments\n\n13,762\n\n-\n\n13,762\n\n176,605\n\nLoans\n\n-\n\n-\n\n-\n\n-\n\nOther financial assets\n\n21,243\n\n-\n\n21,243\n\n26,162\n\nFinancial assets\n\n644,700\n\n21,696\n\n623,004\n\n808,972\n\nNon current assets\n\n644,700\n\n21,696\n\n623,004\n\n808,972\n\nAdvances\n\n136\n\n-\n\n136\n\n8\n\nTrade receivables\n\n73,820\n\n-\n\n73,820\n\n63,461\n\nOther receivables\n\n40,121\n\n-\n\n40,121\n\n75,104\n\nPrepaid expenses\n\n1,009\n\n-\n\n1,009\n\n1,266\n\nReceivables\n\n114,949\n\n-\n\n114,949\n\n139,831\n\nMarketable securities\n\n114,821\n\n-\n\n114,821\n\n12,004\n\nTreasury shares\n\n105,453\n\n-\n\n105,453\n\n100,183\n\nCash\n\n261,261\n\n-\n\n261,261\n\n262,406\n\nCurrent assets\n\n596,620\n\n-\n\n596,620\n\n514,432\n\nDebt issuance costs to be amortized\n\n798\n\n-\n\n798\n\n1,255\n\nTranslation differences - Assets\n\n1,345\n\n-\n\n1,345\n\n7,049\n\nTotal Assets\n\n1,243,463\n\n21,696\n\n1,221,767\n\n1,331,708\n\nAnnex B-4\n\nBALANCE SHEET – LIABILITIES AND EQUITY\n\nIn Keuros\n\n12/31/2025\n\n12/31/2024\n\nShare capital\n\n1,391\n\n1,444\n\nShare premium\n\n5,735\n\n67,904\n\nLegal reserve\n\n232\n\n232\n\nRegulated reserves\n\n13,967\n\n13,967\n\nOther reserves\n\n-\n\n-\n\nRetained earnings\n\n578,396\n\n598,699\n\nProfit/loss for the period\n\n(14,676)\n\n(20,303)\n\nTotal Shareholders' equity\n\n585,044\n\n661,943\n\nProvisions for risks\n\n106,512\n\n107,121\n\nTotal provisions for risks and charges\n\n106,512\n\n107,121\n\nBank overdrafts\n\n-\n\n3,072\n\nBorrowings and other financial liabilities\n\n446,239\n\n482,918\n\nTrade payables\n\n62,727\n\n58,015\n\nSocial and tax liabilities\n\n11,022\n\n7,575\n\nPayables on fixed assets and related accounts\n\n-\n\n-\n\nOther current liabilities\n\n331\n\n3,335\n\nTotal liabilities\n\n520,318\n\n554,914\n\nTranslation differences - Liabilities\n\n9,892\n\n7,730\n\nTotal of shareholders’ equity and liabilities\n\n1,221,767\n\n1,331,708\n\nAnnex B-5\n\nNOTES TO THE ACCOUNTS\n\nThe information presented hereafter are the notes to the financial statements of the year ending\n\non December 31, 2025.\n\nThese notes relate to the annual accounts of Criteo S.A., a company registered with the Paris\n\nTrade Register under number 484 786 249, and whose registered office is located at 32 rue\n\nBlanche in Paris (75009). This company is the consolidating company of the Criteo Group.\n\nThe fiscal year is for a 12 months period, from January 1, 2025 to December 31, 2025.\n\nAnnex B-6\n\nContents\n\nINCOME STATEMENT\n\nAnnex B-2\n\nBALANCE SHEET – ASSETS\n\nAnnex B-3\n\nBALANCE SHEET – LIABILITIES AND EQUITY\n\nAnnex B-4\n\nNOTES TO THE ACCOUNTS\n\nAnnex B-5\n\n1    NOTE 1 – DESCRIPTION OF THE COMPANY\n\nAnnex B-7\n\n2    NOTE 2 – SIGNIFICANT EVENTS\n\nAnnex B-8\n\n2.1New CEO appointment\n\nAnnex B-8\n\n2.2Capital reduction operation\n\nAnnex B-8\n\n2.3Share buyback programs\n\nAnnex B-8\n\n2.4Intention to transfer the Company’s legal domicile from France to Luxembourg via a cross-border conversion\n\nAnnex B-9\n\n2.5Formation of a subsidiaries\n\nAnnex B-9\n\n2.6Discontinuation of Doobe In Site Ltd. (“Mabaya”)\n\nAnnex B-9\n\n3    NOTE 3 – ACCOUNTING PRINCIPLES AND METHODS\n\nAnnex B-10\n\n3.1Basis of preparation\n\nAnnex B-10\n\n3.2Conversion of foreign currency items\n\nAnnex B-10\n\n3.3Derivative Instruments\n\nAnnex B-10\n\n3.4          Change in accounting method\n\nAnnex B-10\n\n4    NOTE 4 – FIXED ASSETS\n\nAnnex B-13\n\n4.1Investments and other financial assets\n\nAnnex B-13\n\n5    NOTE 5 – CURRENTS ASSETS\n\nAnnex B-15\n\n5.1Statement of receivables maturities\n\nAnnex B-15\n\n5.2Cash and cash equivalents\n\nAnnex B-16\n\n6    NOTE 6 – SHAREHOLDERS'S EQUITY\n\nAnnex B-17\n\n6.1Share Plans\n\nAnnex B-17\n\n6.2Stock option and share option plans for Criteo group employees\n\nAnnex B-18\n\n6.3Stock subscription warrants (BSA) not intended for employees\n\nAnnex B-19\n\n7    NOTE 7 – PROVISIONS FOR RISKS AND CHARGES\n\nAnnex B-21\n\n7.1Provisions for exchange losses\n\nAnnex B-21\n\n7.2Provisions for share plans\n\nAnnex B-21\n\n7.3Other provisions for risks and charges\n\nAnnex B-22\n\n8    NOTE 8 – LIABILITIES\n\nAnnex B-23\n\n8.1Financial debts\n\nAnnex B-23\n\n8.2Maturity schedule of debts\n\nAnnex B-23\n\n9    NOTE 9 – INCOME STATEMENT\n\nAnnex B-24\n\n9.1Revenue\n\nAnnex B-24\n\n9.2Breakdown of accruals/reversals of provisions and depreciations\n\nAnnex B-24\n\n9.3Financial income/loss\n\nAnnex B-24\n\n9.4Breakdown of income tax\n\nAnnex B-25\n\n10    NOTE 10 – OTHER INFORMATION\n\nAnnex B-28\n\n10.1Off-balance sheet commitments\n\nAnnex B-28\n\n10.2Average number of employees\n\nAnnex B-29\n\n10.3Executives' compensation\n\nAnnex B-29\n\n10.4Auditors' fees\n\nAnnex B-29\n\n10.5List of subsidiaries and affiliates\n\nAnnex B-30\n\n10.6Subsequent events\n\nAnnex B-31\n\n11    NOTE 11 – BALANCE SHEET AND INCOME STATEMENT PUBLISHED IN 2024\n\nAnnex B-33\n\n11.1Income statement\n\nAnnex B-33\n\nAnnex B-7\n\n11.2Balance sheet - Assets\n\nAnnex B-34\n\n11.3Balance sheet - Liabilities and equity\n\nAnnex B-35\n\nAnnex B-8\n\nNOTE 1 – DESCRIPTION OF THE COMPANY\n\nCriteo S.A. is the parent company of the Criteo Group (“Group”), managing the activity of the\n\nfinancial participations.\n\nIt has opted for the tax consolidation regime, which includes the parent company as the head\n\nof the tax consolidation group and its main French subsidiaries.\n\nCriteo S.A. defines the Group's financing and liquidity management policy, implements the\n\nhedging strategy against foreign exchange and interest rate risks to meet its commitments and\n\ninvestments needs.\n\nAnnex B-9\n\n2 NOTE 2 – SIGNIFICANT EVENTS\n\n2.1New CEO appointment\n\nMichael Komasinski was appointed as the Company's Chief Executive Officer and a member of\n\nthe Board effective as of February 15, 2025. He succeeded Megan Clarken, who retired and\n\nstepped down from her role as Chief Executive Officer and as director. Megan Clarken\n\ncontinued to serve in a senior advisory role during a transitional period that ended on November\n\n16, 2025.\n\n2.2Capital reduction operation\n\nOn December 4, 2025, the Board decided to reduce, effective as of December 8, 2025, the\n\nshare capital of the Company by means of cancellation of 2,195,000 shares, corresponding to a\n\nshare decrease of a nominal value of € 54,875. The excess of the share price over its nominal\n\nvalue, i.e. € 63,921,265, was allocated to the premiums account.\n\n2.3Share buyback programs\n\nOn February 5, 2021, Criteo's Board of Directors authorized a share buyback program (the \"SBB4\")\n\nof up to $ 100 million worth of the Company's outstanding American Depositary Shares (the \"First\n\nSBB4 Tranche\"), which was subsequently extended, by a decision of the Board of Directors dated\n\nOctober 28, 2021, to $ 175 million of the Company's outstanding American Depositary Shares\n\n(the \"Second SBB4 Tranche\").\n\nA second extension of the program was authorized by a decision of the Board of Directors on\n\nFebruary 3, 2022, to $ 280 million worth of the Company's outstanding American Depositary\n\nShares (the \"Third SBB4 Tranche\").\n\nOn December 7, 2022, the Board of Directors approved a further extension of $ 200 million in\n\noutstanding American Depositary Shares, bringing the total amount of the program to $ 480\n\nmillion, extended to July 31, 2024.\n\nOn February 1st, 2024, the Board of Directors extended the SBB4 from € 455.8 million ($ 480\n\nmillion) to € 582.6 million ($ 630 million) of the Company's outstanding American Depositary\n\nShares.\n\nOn January 31, 2025, the Board of Directors authorized an increase of the previously authorized\n\nshare repurchase program from up to €582.6 million ($630.0 million) to up to €774.6 million ($\n\n805.0 million) of the Company’s share capital underlying its outstanding American Depositary\n\nShares.\n\nAs of December 31, 2025, Criteo holds 4,508,029 of its own shares, of which 3,348,071 were\n\nearmarked to meet the company's obligations under its employees share plans, and 1,159,958\n\nfor use in merger and acquisition activities.\n\nAnnex B-10\n\n2.4Intention to transfer the Company’s legal domicile from France to Luxembourg via a\n\ncross-border conversion\n\nOn October 29, 2025, the Company announced its intention to pursue a transfer of its legal\n\ndomicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and to\n\nreplace its American depositary shares structure with ordinary shares to be directly listed on\n\nNasdaq.\n\nThe redomiciliation to Luxembourg and the direct listing of the Company’s ordinary shares on\n\nNasdaq offer significant benefits, including:\n\n•positioning the Company for potential inclusion in certain U.S. indices, subject to meeting\n\nother eligibility criteria, thereby expanding the Company’s access to passive investment\n\ncapital, triggering associated benchmarking from actively managed funds and\n\nbroadening its shareholder base;\n\n•providing greater capital management flexibility by reducing or eliminating current\n\nrestrictions related to share repurchases and holdings of treasury shares; and\n\n•eliminating fees and complexities associated with ADSs, potentially increasing stock\n\nliquidity.\n\nFollowing the favorable opinion of the works council established at the level of the Company’s\n\nEconomic and Social Unit (Unité Economique et Sociale) on January 5, 2026, the Board\n\napproved the Conversion on January 6, 2026. The Conversion is expected to be completed in\n\nthe third quarter of 2026, subject to certain closing conditions, including shareholder approval. A\n\ngeneral meeting of the Company’s shareholders will be held on February 27, 2026, at 10:00 a.m.,\n\nParis time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain\n\napproval by the Company's shareholders for the Conversion and certain related proposals.\n\nFollowing the Conversion, the Company intends to pursue a subsequent transfer of its domicile\n\nfrom Luxembourg to the United States if the Board determines such action is in the best interests\n\nof the Company and its shareholders, subject to the Company’s prior works council consultation\n\nprocess and to separate shareholder approval.\n\n2.5Formation of subsidiaries\n\nIn November 2025, the Company incorporated Criteo Holdings, Inc. as a wholly owned\n\nsubsidiary in the State of Delaware, United States, and incorporated its permanent establishment\n\nin France.\n\n2.6Discontinuation of Doobe In Site Ltd. (“Mabaya”)\n\nDuring the year 2025, the Company decided to discontinue Mabaya’s business acquired on\n\nMay 18, 2021 by the Company. The equity securities held by Criteo SA have been written down\n\nin full.\n\nAnnex B-11\n\nNOTE 3 – ACCOUNTING PRINCIPLES AND METHODS\n\n3.1Basis of preparation\n\nThe financial statements of Criteo S.A. for the year ended December 31, 2025 have been prepared in\n\naccordance with the accounting rules and principles generally accepted in France, complying with the\n\nrequirements of the General Chart of Accounts, and including the ANC Regulation 2022-06 relating to\n\nthe modernization of financial statements, which apply as of January 1, 2025.\n\nThe accounting policies for establishing and preparing the company’s statutory accounts were applied,\n\nin accordance with the principle of conservatism, based on the following assumptions:\n\n•Going concern;\n\n•Continuity of accounting methods;\n\n•Independence of financial years.\n\nThe basic principle used to value items recorded in the accounts is the historic cost principle.\n\nOnly significant information is provided in these notes.\n\n3.2      Conversion of foreign currency items\n\nIncome and expenses in foreign currencies are recorded at the exchange rate prevailing at the\n\ntransaction date.\n\nForeign currency receivables and payables are recorded in the balance sheet at their equivalent value\n\nat the closing exchange rate. The difference resulting from the update of foreign currency receivables\n\nand payables at the latter rate is, where appropriate, recorded in the balance sheet under \"Translation\n\ndifferences\".\n\nUnrealized exchange losses are covered by a provision for risks as required by French GAAP.\n\n3.3      Derivative Instruments\n\nCurrency risk is the risk that an unfavourable change in exchange rates could adversely affect a cash\n\nflow denominated in a foreign currency.\n\nCriteo S.A. hedges its own commercial exposure as well as the exposure of its subsidiaries on a net basis\n\nper currency pair. This hedge does not qualify for hedge accounting.\n\nDerivatives that are not part of a hedging relationship are classified as isolated open positions. They are\n\nrecorded at fair value in the balance sheet, with a corresponding \"Conversion adjustment\" account.\n\nUnrealized gains remain on the balance sheet and unrealized losses result in a financial provision for risks.\n\n3.4Change in accounting method\n\nEffective January 1, 2025, the Company applies ANC Regulation 2022-06 of November 4, 2022,\n\namending ANC Regulation 2014-03 relating to the General Chart of Accounts.\n\nThis application is part of the modernization of financial statements and results in the following main\n\nchanges :\n\nAnnex B-12\n\n–elimination of the “transfer of expenses” technique (class 79 account);\n\n–redefinition of “exceptional income and expenses”, which no longer groups together certain\n\nitems by nature, but includes only:\n\n–income and expenses directly related to a major and unusual event;\n\n–entries arising solely from tax requirements, as well as changes in accounting methods\n\nrecognized in profit or loss, and the correction of errors, except when such entries are\n\nrecorded directly in equity;\n\n–modification of the chart of accounts (deletion or renumbering of certain accounts,\n\nsimplification), and adaptation of the balance sheet, income statement, and notes to the\n\nfinancial statements’ templates.\n\nComparative information for the previous fiscal year has been reclassified, when necessary, to ensure\n\ncomparability. Entries recorded prior to the first-time application have not been restated.\n\nNo material impact on net income or on opening equity has been identified as a result of this\n\napplication.\n\nThe following table presents the main impacts on the income statement (the impacts on the balance\n\nsheet are not material):\n\nAnnex B-13\n\nIn Keuros\n\n12/31/2024\n\nFiled\n\nRSUs /\n\nVestings\n\nLiquidation\n\nof\n\nsubsidiaries\n\nProvisions\n\nfor\n\nlitigations\n\nOther\n\n12/31/2024\n\nRestated\n\nRevenue\n\n55,719\n\n–\n\n–\n\n–\n\n–\n\n55,719\n\nNet sales\n\n55,719\n\n–\n\n–\n\n–\n\n–\n\n55,719\n\nReversals of depreciation and provisions, expense\n\ntransfers\n\n1,313\n\n–\n\n–\n\n–\n\n–\n\n1,313\n\nOther products\n\n234,011\n\n–\n\n1,243\n\n235,254\n\nTotal operating revenues\n\n291,043\n\n–\n\n–\n\n–\n\n1,243\n\n292,286\n\nOther purchases and external expenses\n\n176,658\n\n(24)\n\n176,634\n\nTaxes and similar payments\n\n(119)\n\n–\n\n–\n\n–\n\n(119)\n\nWages and salaries\n\n2,659\n\n2,659\n\nSocial charges\n\n3,494\n\n24\n\n3,517\n\nOperating allowances\n\n995\n\n–\n\n–\n\n(95)\n\n900\n\nOther expenses\n\n170,656\n\n–\n\n–\n\n–\n\n457\n\n171,112\n\nTotal operating expenses\n\n354,343\n\n–\n\n–\n\n(95)\n\n457\n\n354,704\n\nNet operating expenses\n\n(63,300)\n\n–\n\n–\n\n95\n\n786\n\n(62,419)\n\nFinancial income from investments\n\n121,613\n\n–\n\n–\n\n–\n\n–\n\n121,613\n\nOther interest and similar income\n\n2,178\n\n–\n\n–\n\n–\n\n2,178\n\nReversals of provisions and expense transfers\n\n6,197\n\n61,576\n\n–\n\n–\n\n67,773\n\nPositive foreign exchange differences\n\n86,225\n\n–\n\n–\n\n–\n\n–\n\n86,225\n\nProceeds from Sale of Financial Investments\n\n422\n\n25,343\n\n73,652\n\n–\n\n–\n\n99,417\n\nTotal financial income\n\n216,635\n\n86,919\n\n73,652\n\n–\n\n–\n\n377,205\n\nFinancial depreciation and provisions\n\n11,632\n\n98,078\n\n–\n\n–\n\n–\n\n109,710\n\nInterest and similar expenses\n\n15,577\n\n64,088\n\n70,265\n\n–\n\n–\n\n149,930\n\nInterest and similar expenses\n\n82,724\n\n–\n\n–\n\n–\n\n–\n\n82,724\n\nTotal financial expenses\n\n109,933\n\n162,166\n\n70,265\n\n–\n\n–\n\n342,365\n\nNet recurring operating income\n\n106,702\n\n(75,247)\n\n3,386\n\n–\n\n–\n\n34,841\n\nNon recurring income from management operations\n\n26,586\n\n(25,343)\n\n–\n\n–\n\n(1,243)\n\n–\n\nNon recurring income from capital operations\n\n73,652\n\n–\n\n(73,652)\n\n–\n\n–\n\n–\n\nReversals of provisions and expenses transfers\n\n61,576\n\n(61,576)\n\n–\n\n–\n\n–\n\n–\n\nTotal Non recurring income\n\n161,813\n\n(86,919)\n\n(73,652)\n\n–\n\n(1,243)\n\n–\n\nNon recurring expenses on management operations\n\n64,545\n\n(64,088)\n\n–\n\n–\n\n(457)\n\n–\n\nNon recurring expenses from capital operations\n\n70,265\n\n–\n\n(70,265)\n\n–\n\n–\n\n–\n\nNon recurring depreciation and provision\n\n97,983\n\n(98,078)\n\n–\n\n95\n\n–\n\n–\n\nTotal Non recurring expenses\n\n232,793\n\n(162,166)\n\n(70,265)\n\n95\n\n(457)\n\n–\n\nTotal Non recurring income\n\n(70,980)\n\n75,247\n\n(3,386)\n\n(95)\n\n(786)\n\n–\n\nEmployee profit-sharing\n\n–\n\n–\n\nIncome tax\n\n(7,275)\n\n(7,275)\n\nProfit/Loss\n\n(20,303)\n\n–\n\n–\n\n–\n\n–\n\n(20,303)\n\nAnnex B-14\n\nNOTE 4 – FIXED ASSETS\n\n4.1      Investments and other financial assets\n\nFinancial assets comprise shares in subsidiaries and affiliates, related receivables and other non-\n\ncurrent financial assets.\n\nInvestments in subsidiaries and affiliates\n\nThe gross value of equity investments is recorded at acquisition cost, excluding ancillary\n\nexpenses. Acquisition costs are expensed in the income statement.\n\nInvestments in subsidiaries and affiliates are tested for impairment at the end of each fiscal year\n\nto ensure that their carrying value does not exceed their fair value.\n\nThe value in use is estimated based on several criteria, the main ones are:\n\n•equity value;\n\n•revenue multiples or EBITDA Group applied to long term equity interests;\n\nAn impairment loss is recognized whenever the value in use falls below the net carrying amount.\n\nImpairment losses, including the reversal of impairment realized in the context of a disposal of\n\ninvestment, are recognized in financial result.\n\nFinancial receivables related to investments\n\nLoans to subsidiaries are recorded as receivables related to equity investments and are valued\n\nat nominal value. All of these items are depreciated if there is a risk of non-recoverability.\n\nOther financial assets\n\nOther financial assets mainly comprise treasury shares held by Criteo and not allocated to the\n\nRSU and PSU programs. They are translated into euros at the date of acquisition and kept at this\n\nhistorical cost.\n\nIf the value of the treasury shares translated into euros at the closing price falls below the gross\n\nvalue of the treasury shares, an impairment is recorded.\n\nVariation of the financial year\n\nThe variations of financial assets during the financial year 2025 were as follows:\n\nIn Keuros\n\n12/31/2024\n\nAcquisitions/\n\nAllowances\n\nDisposals/Reversals\n\n12/31/2025\n\nLong-term equity interests\n\n609,694\n\n609,694\n\nReceivables related to equity investments\n\n176,605\n\n446\n\n(163,290)\n\n13,763\n\nOther financial assets\n\n26,904\n\n59,104\n\n(64,765)\n\n21,243\n\nGross value\n\n813,203\n\n59,550\n\n(228,055)\n\n644,700\n\nLong-term equity interests\n\n(3,490)\n\n(18,206)\n\n(21,696)\n\nOther financial assets\n\n(741)\n\n741\n\n-\n\nDepreciation\n\n(4,231)\n\n(18,206)\n\n741\n\n(21,696)\n\nNet value\n\n808,972\n\n41,344\n\n(227,314)\n\n623,004\n\nThe main variations during the year are related to the following items:\n\nAnnex B-15\n\n•Investment Aperiam for €0.9 million ($1 million)\n\n•Repayment of loans granted to subsidiaries for a total amount of €163.3 million (mainly\n\nCriteo Technology for €157 million and Criteo UK for €6.1 million)\n\n•Acquisition of 2,674,412 treasury shares non allocated to RSUs for a total of €58.2 million.\n\n•Cancellation of 2,195,000 treasury shares not allocated to RSUs for a total of €63.9 million.\n\n•Annual impairment tests led to impair investments in the following entities :\n\n◦Iponweb Labs CY (Cyprus) for €12.6 million\n\n◦Doobe in Site Ltd (Israel) for €4.7 million\n\n◦Iponweb Labs AM (Armenia) for €0.6 million\n\n◦Criteo Reklmacilik Hizmetleri ve Ticaret AS (Turkey) for €0.3 million.\n\nAnnex B-16\n\nNOTE 5 – CURRENT ASSETS\n\n5.1      Statement of receivables maturities\n\nIn Keuros\n\nTrade receivables\n\n<1 year\n\n>1 year\n\nReceivables related to equity investments\n\n13,762\n\n9,507\n\n4,255\n\nLoans\n\n-\n\n-\n\nOther financial assets\n\n21,243\n\n21,243\n\nAdvances\n\n136\n\n136\n\nTrade receivables\n\n73,820\n\n73,820\n\nEmployee and related receivables\n\n1\n\n1\n\nOther social receivables\n\n-\n\n-\n\nIncome taxes\n\n27,575\n\n21,863\n\n5,712\n\nValue added tax\n\n1,340\n\n1,340\n\nOther taxes\n\n3,277\n\n3,277\n\nShareholder current accounts\n\n5,493\n\n5,493\n\nOther debtors\n\n2,436\n\n2,436\n\nPrepaid expenses\n\n1,009\n\n1,009\n\nTotal\n\n150,091\n\n118,880\n\n31,211\n\nAmount of loans granted during the year\n\n-\n\nRefunds obtained during the year\n\n163,290\n\nTrade receivables are valued at their nominal value. They are classified as current assets and\n\ntheir allocation in the table of maturity receivables (up to one year/more than one year) is\n\nbased on their contractual due date.\n\nAn impairment is recognized when the fair value is lower than the book value.\n\nAccrued income relating to receivable items is broken down as follows:\n\nIn Keuros\n\n12/31/2025\n\n12/31/2024\n\nCustomers - invoices to be invoiced\n\n32,873\n\n27,108\n\nAccrued interest expense\n\n1,285\n\n972\n\nState - accrued income\n\n2,916\n\n1,266\n\nOther accrued income\n\n-\n\n-\n\nTotal\n\n37,075\n\n29,346\n\nAnnex B-17\n\n5.2      Cash and cash equivalents\n\nCash and cash equivalents is summarized as follows:\n\nIn Keuros\n\nGross\n\nDepreciation\n\nNet as of\n\n12/31/2025\n\nNet as of\n\n12/31/2024\n\nMarketable securities\n\n114,821\n\n-\n\n114,821\n\n12,004\n\nTreasury shares allocated to plans\n\n105,453\n\n-\n\n105,453\n\n100,183\n\nCash\n\n261,261\n\n-\n\n261,261\n\n262,406\n\nTotal\n\n481,534\n\n-\n\n481,534\n\n374,593\n\nTreasury shares specifically allocated to plans are recorded under cash equivalents.\n\nThey are not depreciated based on their market value, due to the commitment to allocate\n\nthem to employees, and to the provision recognized under the conditions described in the\n\naccounting principles for the provisions (in note 7.2).\n\nThe variation in the number of treasury shares allocated to plans during the year 2025 is\n\nsummarized below:\n\nIn Keuros - except number of shares\n\nNumber of shares\n\nGross value\n\nNet value\n\nOutstanding December 31st, 2024\n\n2,786,871\n\n100,183\n\n100,183\n\nShares granted and allocated to plans\n\n2,718,590\n\n78,482\n\n78,482\n\nTreasury shares delivered to employees\n\n(2,157,390)\n\n(73,212)\n\n(73,212)\n\nOutstanding at December 31st, 2025\n\n3,348,071\n\n105,453\n\n105,453\n\nAs of December 31, 2025, cash and cash equivalents include 3,348,071 of Criteo shares\n\nallocated to specific plans, for a gross value of $105.5 million.\n\nAnnex B-18\n\n6    NOTE 6 – SHAREHOLDERS'S EQUITY\n\nCapital increase related cost are offset against paid-in capital according to the preferential method on\n\na one-time basis, net of taxes.\n\nThe share capital consists of 55,659,895 ordinary shares with a par value of € 0.025, representing a\n\ncapital $1,391 thousand.\n\nThe changes in shareholders’ equity for the year is as follows:\n\nIn Keuros\n\nOutstanding of\n\nshares\n\nCapital\n\nCapital\n\nPremium\n\nOther reserves\n\nand retained\n\nearnings\n\nIncome\n\nShareholders’\n\nequity\n\nShareholder’s equity at December 31st, 2024\n\n57,744,839\n\n1,444\n\n67,904\n\n612,898\n\n(20,303)\n\n661,943\n\nAllocation of the income of 2024\n\n-\n\n(20,303)\n\n20,303\n\n-\n\nCapital increase\n\n110,056\n\n3\n\n1,752\n\n1,754\n\nCapital decrease\n\n(2,195,000)\n\n(55)\n\n(63,921)\n\n(63,976)\n\nOther variations\n\n-\n\n-\n\nIncome/Loss of the year\n\n-\n\n(14,676)\n\n(14,676)\n\nShareholder’s equity at December 31st, 2025\n\n55,659,895\n\n1,391\n\n5,735\n\n592,595\n\n(14,676)\n\n585,044\n\n6.1      Share Plans\n\nThe Board of Directors has been authorized by the General Meeting of Shareholders to implement the\n\nfollowing stock option, stock purchase warrant and bonus share plans :\n\n•Plan 8. General Shareholders' Meeting of June 18th, 2014, authorizing the grant of a maximum of\n\n9,935,710 OSAs, RSUs and PSUs. For this and subsequent plans, the free shares granted to Criteo\n\nemployees are subject only to a condition of presence (RSU). Those granted to members of the\n\ngeneral management, certain senior executives and certain employees are subject to the\n\nachievement of specific internal performance objectives and presence conditions (PSU).\n\n•Plan 11. Shareholders' Meeting of June 27th, 2018, authorizing the grant of a maximum of\n\n4,200,000 OSAs, BSAs or free shares, including a maximum of 150,000 BSAs.\n\n•Plan 12. Shareholders' Meeting of May 16th, 2019, authorizing the granting of a maximum of\n\n6,200,000 OSAs, BSAs or free shares, including a maximum of 175,000 BSAs\n\n•Plan 13. General Meeting of Shareholders of June 25th, 2020, authorizing the granting of a\n\nmaximum of 6,463,000 OSAs or free shares.\n\n•Plan 14. General Meeting of Shareholders of June 15th, 2021, authorizing the allocation of up to\n\n7,800,000 OSAs or free shares.\n\n•Plan 15. General Meeting of Shareholders of June 15th, 2022, authorizing the allocation of up to\n\n9,000,000 OSAs or free shares.\n\n•Plan 16. General Meeting of Shareholders of June 13th, 2023, authorizing the allocation of up to\n\n7,000,000 OSAs or free shares.\n\n•Plan 17. General Meeting of Shareholders of June 25th, 2024, authorizing the allocation of up to\n\n7,000,000 OSAs or free shares.\n\nAnnex B-19\n\n•Plans 18 and 19. General Meeting of Shareholders of June 13th, 2025 authorizing the allocation\n\nof up to 7,000,000 OSAs or free shares.\n\nDuring the exercise of OSAs, the Group delivers newly issued ordinary shares of the Parent Company to\n\nthe beneficiaries. On the acquisition of shares, the Group also delivers newly issued ordinary shares of\n\nthe Parent Company, except for plans under the share buyback programs (note 5.2).\n\n6.2 Stock option and share option plans for Criteo group employees\n\nAllocation schedule.\n\nOSA. The beneficiaries may exercise their OSAs on the basis of the following vesting schedule for Plan 8\n\namended to Plan 19:\n\n•up to one quarter (1/4) of the stock options as of the first anniversary of the grant date,\n\n•then, up to one-sixteenth (1/16) at the end of each completed quarter following the first\n\nanniversary of the date of grant, for thirty-six (36) months thereafter and,\n\n•no later than ten (10) years from the date of grant.\n\nWhen the Parent Company's shares were not listed on a stock exchange at the grant date, the exercise\n\nprices were determined by reference to the last capital increase since the grant date, unless the Board\n\nof Directors decided otherwise. Since the listing of the Parent Company's shares in October 2013, the\n\nexercise prices have been determined by reference to the closing stock market price on the day before\n\nthe grant date, with a minimum value equal to 95% of the average of the last 20 stock market prices.\n\nRSU and PSU. Bonus share grants are subject to the following schedule: 50% of the shares will vest at the\n\nend of a two-year period and 6.25% at the end of each quarter following the first two-year period, for a\n\nperiod of twenty-four (24) months.\n\nEvolution of the number of outstanding OSA\n\nInstrument/\n\nPlans\n\nGrant date\n\nPrice\n\nOutstanding\n\n1.1.2025\n\nGrants\n\nExercised\n\nCancelled\n\nVested\n\nExpired\n\nOutstanding\n\n12.31.2025\n\nOSA Plan 8\n\nJuly 2014 - June 2016\n\n€22.95 - €47.47\n\n23,310\n\n(2,500)\n\n(1,100)\n\n(19,710)\n\n-\n\nOSA Plan 11\n\nJuly 2018 - June 2019\n\n€15.86 - €17.98\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\nOSA Plan 12\n\nJuly 2019 - June 2020\n\n€8.66 - €15.67\n\n195,371\n\n(108,656)\n\n86,715\n\nTotal\n\n218,681\n\n-\n\n(111,156)\n\n(1,100)\n\n-\n\n(19,710)\n\n86,715\n\nAnnex B-20\n\nEvolution of the number of outstanding shares options\n\nInstrument/Plans\n\nGrant date\n\nAverage\n\nprice\n\nOutstanding\n\n1.1.2025\n\nAdjust\n\n-ments\n\nOpening\n\nGrants\n\nCancelled\n\nvested\n\nExpired\n\nOutstanding\n\n12.31.2025\n\nPSU / RSU Plan\n\n12\n\nJuly 2019 - June 2020\n\n€3.29- €17.44\n\n-\n\n-\n\n-\n\nPSU / RSU Plan\n\n13\n\nJune 2020 - June 2021\n\n€10.79- €33.36\n\n78,937\n\n-\n\n(1,396)\n\n(77,541)\n\n-\n\nPSU / RSU Plan\n\n14\n\nJune 2021 - June 2022\n\n€27.92 - €35.64\n\n751,724\n\n-\n\n(76,592)\n\n(529,803)\n\n145,329\n\nRSU Plan 15\n\nJuly 2022 - April 2023\n\n€23.94 - €32.07\n\n1,580,366\n\n460\n\n(194,887)\n\n(1,046,610)\n\n339,329\n\nPSU / RSU Plan\n\n16\n\nJuly 2023 - April 2024\n\n€23.18 - €47.42\n\n1,608,472\n\n275,677\n\n(333,788)\n\n(500,598)\n\n1,049,762\n\nRSU Plan 17\n\nApril 2024 - Dec 2024\n\n€38.09 - €41.75\n\n1,238,942\n\n-\n\n(138,267)\n\n1,100,675\n\nPSU / RSU Plan\n\n18\n\nFeb 2025 - April 2025\n\n€16.74 - €54.83\n\n-\n\n(54,803)\n\n1,959,040\n\n(190,276)\n\n1,713,961\n\nRSU Plan 19\n\nJuly 2025 - Dec 2025\n\n€16.60 - €20.09\n\n940,922\n\n(15,759)\n\n925,163\n\nTotal\n\n5,258,441\n\n221,334\n\n2,899,962\n\n(950,965)\n\n(2,154,553)\n\n-\n\n5,274,219\n\n6.3 Stock subscription warrants (BSA) not intended for employees\n\nIn addition to the allocation of RSUs, stock options, the shareholders of the Parent Company have also\n\nauthorized the allocation of stock warrants (BSAs) not intended for employees , as indicated below.\n\nThe beneficiaries may exercise their warrants based on the following acquisition schedule:\n\n•For Plans E, F, G: up to one-quarter (1/4) of the stock options as of the first anniversary of the\n\ngrant date, then up to one-sixteenth (1/16) at the end of each completed quarter following the\n\nfirst anniversary of the grant date, for a period of thirty-six (36) months from that date, and no\n\nlater than ten (10) years from the grant date.\n\nWhen the Parent Company's shares were not listed on a stock exchange at the grant date, the exercise\n\nprices were determined by reference to the last capital increase since the grant date, unless the Board\n\nof Directors decides otherwise. Since the listing of the Parent Company's shares in October 2013, the\n\nexercise prices have been determined by reference to the closing stock market price on the day before\n\nthe grant date, respecting the average of the last 20 stock market prices.\n\nWhen warrants are exercised, the Group issues ordinary shares of the parent company to the\n\nbeneficiaries.\n\nDetails of BSA plans not intended for employees\n\nPlan E\n\nPlan F\n\nPlan G\n\nDates of grant (Boards of\n\nDirectors)\n\nMarch 2015 - October 2015\n\nApril 2016 - March 2017\n\nJuly 2017 - October 2017\n\nVesting period\n\n1 - 4 years\n\n1 - 4 years\n\n1- 4 years\n\nContractual life\n\n10 years\n\n10 years\n\n10 years\n\nExpected warrant life\n\n4 - 9 years\n\n4 - 9 years\n\n4 - 9 years\n\nNumber of warrants granted\n\n38,070\n\n59,480\n\n46,465\n\nShare entitlement per warrant\n\n1\n\n1\n\n1\n\nShare warrant price\n\n€9.98 - €16.82\n\n€13.89 - €17.44\n\n€13.88 - €17.55\n\nExercise price\n\n€35.18 - €41.02\n\n€33.98 - €43.42\n\n€35.80- €44.37\n\nAnnex B-21\n\nEvolution of the number of BSA not intended for employees\n\nInstrument/Plans\n\nGrant date\n\nPrice\n\nOutstanding\n\n1.1.2025\n\nGrants\n\nExercised\n\nCancelled\n\nVested\n\nExpired\n\nOutstanding\n\n12.31.2025\n\nBSA E\n\nMarch 2015 - October 2015\n\n€35.18 - €41.02\n\n7,730\n\n-\n\n-\n\n-\n\n-\n\n-\n\n7,730\n\nBSA F\n\nApril 2016 - March 2017\n\n€33.98 - €43.42\n\n24,010\n\n-\n\n-\n\n-\n\n-\n\n-\n\n24,010\n\nBSA G\n\nJuly 2017 - October 2017\n\n€35.80- €44.37\n\n128,157\n\n-\n\n-\n\n-\n\n-\n\n-\n\n128,157\n\nTotal\n\n159,897\n\n-\n\n-\n\n-\n\n-\n\n-\n\n159,897\n\nAnnex B-22\n\nNOTE 7 – PROVISIONS FOR RISKS AND CHARGES\n\nProvisions are accrued when an obligation to a third party is likely or certain to result in an\n\noutflow of resources to that third party, without at least equivalent consideration being\n\nexpected from the latter. This obligation may be legal, regulatory, contractual or arise from the\n\ncompany's practices. The estimate of the amount of the provisions corresponds to the outflow of\n\nresources that the company will probably have to bear to meet its obligation.\n\nThe change in provisions for risks and charges for the year 2025 is as follows:\n\nIn Keuros\n\n12/31/2024\n\nAllowances\n\nReversals\n\n12/31/2025\n\nUsed\n\nUnused\n\nProvisions for litigations\n\n10\n\n10\n\nProvisions for exchange losses\n\n7,049\n\n1,345\n\n(1,552)\n\n(5,498)\n\n1,345\n\nProvisions RSU\n\n99,107\n\n104,201\n\n(73,212)\n\n(25,895)\n\n104,201\n\nOther provisions for risk\n\n955\n\n955\n\nProvisions for risks\n\n107,121\n\n105,547\n\n(74,764)\n\n(31,393)\n\n106,512\n\nThe main variations of the period are related to:\n\n•Net reversal of $5.7 million on provisions for foreign exchange loss.\n\n•Net accrual of $5.1 million on RSU provision.\n\n7.1 Provisions for foreign exchange losses\n\nThe provision regroups the unrealized FX losses booked as an asset, including those generated\n\nby derivative instruments treated as POI (“positions ouvertes isolées”).\n\n7.2 Provisions for share plans\n\nCertain employees of the Criteo Group receive equity-based compensation. This compensation\n\ntakes the form of Restricted Stock Units (“RSUs”) or stock option plans.\n\nPlans settled by the issuance of new shares\n\nIn accordance with the requirements of article 624-6 of the French General Accounting\n\nPrinciples, no provision is recorded for these plans. This is particularly true for OSA plans.\n\nPlans settled by granting existing shares\n\nAt the grant date, these RSUs/PSUs and stock options do not give rise to a personnel charge. This\n\noccurs only on the date of delivery of the RSUs/PSUs or on the exercise of the stock options.\n\nA provision for contingencies and losses is recorded when the Company decides to grant RSUs\n\nor stock options, provided that the obligation to deliver existing shares to employees will\n\nprobably or certainly result in an outflow of resources without at least equivalent consideration.\n\nWhen the vesting of RSUs is explicitly conditional to the employee remaining in the service of\n\nCriteo S.A. for a specified future period (\"vesting period\"), the provision is recognized on a\n\nstraight-line basis over the vesting period.\n\nThe Company holds treasury shares allocated to its share plans (\"RSU\" and \"PSU\") and recognizes\n\na provision for contingencies and losses in this regard as follows:\n\n–For the portion attributable to Criteo S.A. employees, as shares vest\n\nAnnex B-23\n\n–For the portion attributable to employees of the Group's subsidiaries, at the date of\n\nallocation of these treasury shares to the RSUs/PSUs plans.\n\nPlease refer to note 6.2 for more details on the on-going plans as of December 31, 2025.\n\n7.3 Other provisions for risks and charges\n\nOther provisions for liabilities and charges include provisions for social and tax risks, provisions for\n\nexchange rate risks and provisions for exceptional risk.\n\nAnnex B-24\n\nNOTE 8 – LIABILITIES\n\n8.1      Financial debts\n\nThe costs of arranging financing and opening credit lines are spread over the duration of the\n\ncontracts.\n\nLiquidity reserve\n\nAs of December 31, 2025, the Group had one undrawn syndicated credit line with a pool of\n\nleading banks for an amount of €407.0 million, alongside with short term credits and authorized\n\nbank overdraft representing a maximum amount of €21.5 million, thus allowing a total amount of\n\n€428.5 million.\n\n8.2      Debt maturity schedule\n\nIn Keuros\n\nGross value at\n\n12.31.2025\n\n<1 year\n\nBetween 1 and 5\n\nyears\n\n> 5 years\n\nBank overdrafts\n\n-\n\n-\n\nBorrowings and other financial liabilities\n\n446,239\n\n390,164\n\n56,075\n\nTrade payables\n\n62,727\n\n62,727\n\nEmployees and related accounts\n\n1,859\n\n1,859\n\nIncome taxes\n\n8,749\n\n8,749\n\nValue added tax\n\n147\n\n147\n\nOther taxes\n\n267\n\n267\n\nOther debts\n\n331\n\n331\n\nTotal\n\n520,318\n\n464,243\n\n56,075\n\n—\n\nBorrowings during the year\n\n—\n\nLoans repaid during the fiscal year\n\n—\n\nLoans, debts contracted with partners\n\nThe main components of debt as of December 31, 2025 are as follows:\n\n•Current accounts in credit with subsidiaries, mainly Criteo Corp (€157.8 million), Criteo\n\nTechnology (€33 million) and Criteo UK (€28.8 million)\n\n•Borrowings from subsidiaries: Criteo KK (€54.3 million) and Criteo Ad. Beijing (€1.7million).\n\nAnnex B-25\n\nNOTE 9 – INCOME STATEMENT\n\n9.1 Revenue\n\nIn the financial year 2025, Criteo S.A.'s revenue consists mainly of services invoiced to the group's\n\nsubsidiaries.\n\nIn Keuros\n\nFrance\n\nOther\n\nTotal\n\nSales of services\n\n56,299\n\n12,343\n\n68,643\n\nRevenue from other activities\n\n1,376\n\n1,376\n\nRevenue\n\n70,019\n\n9.2 Breakdown of accruals/reversals of provisions and depreciations\n\nBalance Sheet\n\nP&L\n\nBalance Sheet\n\n12/31/2024\n\nAllowances\n\nReversals\n\nAcquisition &\n\nDisposal\n\n12/31/2025\n\nOperating\n\nIntangible & PPE depreciation\n\n-\n\n-\n\n-\n\n-\n\nBad debts\n\n-\n\n-\n\n-\n\n-\n\nProvisions on RSU / PSU\n\n1,029\n\n1,069\n\n(1,029)\n\n1,069\n\nProvisions on risk of operating activities\n\n965\n\n-\n\n-\n\n965\n\nTotal\n\n1,994\n\n1,069\n\n(1,029)\n\n-\n\n2,034\n\nFinancial\n\nProvisions on shares\n\n3,490\n\n18,206\n\n21,696\n\nProvisions on own shares (*)\n\n741\n\n-\n\n(741)\n\n-\n\nProvision for exchange loss\n\n7,049\n\n1,345\n\n(7,049)\n\n1,345\n\nProvisions on RSU / PSU\n\n98,078\n\n103,133\n\n(98,078)\n\n103,133\n\nDeferred expenses (*)\n\n(1,255)\n\n456\n\n(798)\n\nTotal\n\n108,104\n\n123,140\n\n(105,127)\n\n(741)\n\n125,375\n\nNon\n\nrecurring\n\nExceptional amortization\n\n-\n\n-\n\nProvisions on non recurring risks\n\n-\n\n-\n\n-\n\n-\n\nTotal\n\n-\n\n-\n\n-\n\n-\n\n-\n\nTotal\n\n110,098\n\n124,209\n\n(106,156)\n\n(741)\n\n127,409\n\n(*) corresponds to provisions / depreciation of assets\n\n9.3 Financial income/loss\n\nIn addition to financial income from foreign currency transactions, foreign exchange derivatives\n\nand provisions for foreign exchange losses, Criteo S.A. receives dividends and interest payments\n\nfrom subsidiaries.\n\nAnnex B-26\n\nIn Keuros\n\n12/31/2025\n\n12/31/2024\n\nReversals of provisions and expense transfers\n\n105,127\n\n67,773\n\nFinancial income from investments\n\n124,616\n\n121,613\n\nPositive exchange rate differences\n\n84,548\n\n86,225\n\nOther interest and similar income\n\n26,740\n\n2,178\n\nProceeds from Sale of Financial Investments\n\n668\n\n99,417\n\nTotal financial incomes\n\n341,700\n\n377,205\n\nFinancial depreciation and provisions\n\n123,140\n\n109,710\n\nNegative exchange rate differences\n\n90,250\n\n82,724\n\nInterest and similar expenses\n\n83,996\n\n149,930\n\nTotal financial expenses\n\n297,387\n\n342,365\n\nNet financial income\n\n44,313\n\n34,841\n\nAs of December 31, 2025, foreign exchange derivatives recorded as isolated open positions\n\nwere mainly forward buying and selling contracts. Their fair value was as follows:\n\nIn euros\n\n12/31/2025\n\n<1 year\n\n>1 year\n\n12/31/2024\n\nEURAUD\n\n(814)\n\n(814)\n\n3,974\n\nEURBRL\n\n(210)\n\n(210)\n\n6,291\n\nEURCAD\n\n(222)\n\n(222)\n\n1,191\n\nEURCHF\n\n(443)\n\n(443)\n\n2,931\n\nEURCNH\n\n(358)\n\n(358)\n\n(7)\n\nEURGBP\n\n7,178\n\n7,178\n\n(38,335)\n\nEURILS\n\n23,483\n\n23,483\n\n10,447\n\nEURJPY\n\n(47,279)\n\n(47,279)\n\n(262,316)\n\nEURKRW\n\n(60,055)\n\n(60,055)\n\n297,321\n\nEURRON\n\n-\n\n-\n\n(1,570)\n\nEURSEK\n\n5,660\n\n5,660\n\n10,266\n\nEURTRY\n\n2,285\n\n2,285\n\n11,132\n\nEURUSD\n\n39,548\n\n39,548\n\n765,478\n\nHedging for operational items\n\n(31,224)\n\n(31,224)\n\n-\n\n806,802\n\nEURAUD\n\n(5,224)\n\n(5,224)\n\n(9,315)\n\nEURCAD\n\n58,976\n\n58,976\n\n(22,542)\n\nEURCNH\n\n15,205\n\n15,205\n\n576\n\nEURGBP\n\n149,704\n\n149,704\n\n(67,820)\n\nEURILS\n\n(123)\n\n(123)\n\n-\n\nEURJPY\n\n(554,299)\n\n(554,299)\n\n(1,657,968)\n\nEURKRW\n\n-\n\n-\n\n172\n\nEURRON\n\n-\n\n-\n\n2,919\n\nEURSEK\n\n34,678\n\n34,678\n\n17,120\n\nEURUSD\n\n54,727\n\n54,727\n\n1,740,070\n\nHedging for financial items\n\n(246,358)\n\n(246,358)\n\n-\n\n3,211\n\n9.4 Breakdown of income tax\n\nCriteo S.A. is the parent company of a tax group consisting, since January 1st, 2011, of Criteo\n\nFrance SAS, located at 32 rue Blanche 75009 Paris, and since January 1st, 2022 of Criteo\n\nTechnology SAS, located at 32 rue Blanche 75009 Paris.\n\nAnnex B-27\n\nCriteo S.A. is the parent company of a tax group consisting, since January 1st, 2011, of Criteo\n\nFrance SAS, located at 32 rue Blanche 75009 Paris, and since January 1st, 2022 of Criteo\n\nTechnology SAS, located at 32 rue Blanche 75009 Paris.\n\nFor subsidiaries, the tax charge is accounted for as if they were not consolidated, as the Criteo\n\nGroup has opted for the neutrality regime. The parent company accounts for the group's tax\n\nand captures any tax savings and expenses generated by the tax group.\n\nIncome tax is broken down as follows:\n\nIn Keuros\n\nBefore Tax\n\nTax\n\nrestatements\n\nTaxable\n\nincome\n\nCorrespondin\n\ng Income tax\n\nAfter tax\n\nTax rate\n\n25%\n\nNet operating income\n\n(59,026)\n\n4,947\n\n(54,079)\n\n(13,520)\n\nNet financial income\n\n44,313\n\n(64,860)\n\n(20,547)\n\n(5,137)\n\nNon recurring income\n\n—\n\n—\n\n—\n\n—\n\nEmployee participation\n\n—\n\n—\n\n—\n\n—\n\n(14,713)\n\n(59,913)\n\n(74,627)\n\n—\n\n(14,713)\n\nImpact of tax consolidation\n\n8\n\n8\n\nTax credits\n\n29\n\n29\n\nNet result\n\n(14,713)\n\n37\n\n(14,676)\n\nThe tax amount mainly results from the effects of the Group tax consolidation in the French\n\nPerimeter:\n\n•€11.7 million income tax benefit pulled by Criteo S.A. from the entities that are part of the\n\nFrench tax group;\n\n•€(6.8) million of tax expense has been recognized for the tax consolidation group for the\n\n2025 financial year.;\n\n•Finally, other effects include mainly the entry into force of the OECD's Pillar 2 international\n\ntax reform, which resulted in the recognition of a €(3.2) million expense for fiscal years\n\n2024 and 2025, as well as the impact of withholding tax on dividends for €(1.8) million.\n\nFuture increases and reductions in the tax liability are detailed as follows:\n\nIncreases in future tax liability\n\nTax basis\n\nTax impact\n\nRegulated Provisions :\n\nTax depreciations\n\nn/a\n\nProvisions for price increase\n\nn/a\n\nProvisions for rate fluctuations\n\nn/a\n\nOthers :\n\nProfit-sharing\n\nn/a\n\nTotal in Keuros\n\n—\n\n-\n\nAnnex B-28\n\nFuture tax liability relief\n\nTax basis\n\nTax impact\n\nC3S N\n\n111\n\n28\n\nConstruction effort N\n\n—\n\n—\n\nCTA\n\n8,547\n\n2,137\n\nSpecific provisions & accruals\n\n1,063\n\n266\n\nAuditors' fees\n\n1,502\n\n375\n\nTotal in Keuros\n\n11,223\n\n2,806\n\n12/31/2025\n\nTax credit\n\n2\n\nOther tax credit (withholding tax)\n\n1\n\nTotal\n\n3\n\nAnnex B-29\n\nNOTE 10 – OTHER INFORMATION\n\n10.1    Off-balance sheet commitments\n\nIn Keuros\n\n12/31/2025\n\nPensions and other post-employment benefits\n\n207\n\nOther given commitments - RSUs\n\n33,977\n\nIndependent bank guarantee\n\n3,144\n\nCommitments given\n\n37,328\n\nCommitments received\n\n-\n\nMutual Commitments\n\n-\n\nTotal off-balance sheet commitments\n\n37,328\n\nPension obligations\n\nIn accordance with current legislation and collective bargaining agreements, the Company pays each\n\nemployee an indemnity on retirement. The full amount of the rights acquired by the persons concerned\n\nis charged to the financial year.\n\nPension commitments, corresponding to retirement benefits, are measured as of December 31, 2025,\n\nusing the retrospective method. This method considers the current age and length of service of each\n\nemployee, their life expectancy up to the age of 65 and the probability of remaining with the company\n\nat that age.\n\nThe scale used to determine the number of months' salary is the one of the SYNTEC collective\n\nbargaining agreement; the retirement amount is thus equal to one month per year of service, plus one-\n\nfifth of a month from the sixth year onwards.\n\nThe calculation is estimated on the basis of the compensation paid in 2025 and takes into account a\n\nrotation rate by age segment, a discount rate of 4.50% and a social security contribution rate of 50%\n\nThe company does not apply the preferred method of accounting for retirement obligations\n\nrecommended by ANC No. 2014-3.\n\nThe amount of the obligation was €207,164 as of December 31,2025.\n\nFree Share Grants – Contingent Liability\n\nThe company has implemented free share grant plans for certain employees and executives.\n\nIn accordance with note 6.2 – Share Plans, the commitments related to these plans may be settled\n\neither by the issuance of treasury shares or by the issuance of newly issued ordinary shares of the parent\n\ncompany, except for plans falling within the scope of already authorized share buyback programs.\n\nAs of the reporting date, the company has not yet acquired the treasury shares necessary to cover all\n\nthe free shares granted, and no issuance has been decided. It therefore retains the option of choosing\n\na settlement method to meet its obligations upon fulfilment of the acquisition conditions.\n\nAnnex B-30\n\nConsequently, no debt or provision has been recognized. This commitment constitutes a contingent\n\nliability within the meaning of Article 322-5 of the French General Chart of Accounts and is presented\n\nbelow to ensure complete disclosure of off-balance-sheet commitments.\n\nTotal number of free shares granted (a)\n\n5,274,219\n\nNumber of treasury shares purchased (b)\n\n3,348,071\n\nNumber of shares not covered by a provision (c) = (a) - (b)\n\n1,926,148\n\nShare price at closing date (d)\n\n17.64 euros\n\nEstimated amount of the obligation at closing (c) x (d) /1000\n\n33,977 keuros\n\nOther commitments\n\nCommitments given and received by the Group that are not recognized in the balance sheet\n\ncorrespond to contractual obligations that have not yet been fulfilled and are subject to the fulfilment\n\nof conditions or transactions subsequent to the current year.\n\n10.2 Average number of employees\n\nThe average number of employees at December 31st, 2025 was as follows:\n\n12/31/2025\n\n12/31/2024\n\nExecutives\n\n20\n\n19\n\nAverage number of employees\n\n20\n\n19\n\n10.3 Executives' compensation\n\nThe Board of Directors members receive directors' fees for their duties. The amount of directors' fees paid\n\nto the Company's directors amounted to €2.0 million in 2025 (€2.1 million in 2024).\n\nExecutive compensation by category is not provided as it might allow identification of a specific\n\nmember of the governing bodies.\n\nIn accordance with current legislation, no advances or credits have been granted to the Company\n\nExecutives or Corporate Officers.\n\n10.4 Auditors' fees\n\nThe auditors’ fees invoiced for the Criteo S.A. statutory and consolidated audits for the financial year\n\nended in 2025 breaks down as follows :\n\nAnnex B-31\n\nIn euros\n\nTotal\n\nDeloitte &\n\nAssociés\n\nNexbonis\n\nStatutory audit fees\n\n122,900\n\n61,900\n\n61,000\n\nSACC - Audit-related work\n\n-\n\nAudit fees\n\n122,900\n\n61,900\n\n61,000\n\nLegal, fiscal, social\n\n-\n\nOthers\n\n-\n\nOther services\n\n-\n\n-\n\n-\n\nTotal\n\n122,900\n\n61,900\n\n61,000\n\n10.5 List of subsidiaries and affiliates\n\nAs of December 31, 2025, Criteo S.A. owns the following subsidiaries and investments:\n\nAnnex B-32\n\nSubsidiaries\n\nin Keuros\n\nGross value of\n\nshares\n\nNBV\n\nRelated\n\nreceivables\n\nShareholders'\n\nequity\n\n% of\n\nownership\n\nAllocated\n\ndividends\n\n2025\n\nRevenue\n\n2025\n\nNet income\n\n2025\n\nSubsidiaries\n\nCriteo France (France)\n\n28,355\n\n28,355\n\n37,264\n\n100%\n\n(2,000)\n\n104,859\n\n2,822\n\nCriteo Ltd (UK)\n\n33,867\n\n33,867\n\n21,418\n\n100%\n\n317,497\n\n4,156\n\nCriteo GmbH (Germany)\n\n512\n\n512\n\n15,635\n\n100%\n\n390,122\n\n6,814\n\nCriteo BV (Netherlands)\n\n100\n\n100\n\n5,460\n\n100%\n\n(1,700)\n\n44,314\n\n1,929\n\nCriteo Corp (United States)\n\n337,965\n\n337,965\n\n510,511\n\n100%\n\n(38,997)\n\n1,270,603\n\n43,348\n\nCriteo Do Brazil Desenvolvimento De\n\nServiços De Internet LTDA (Brasil)\n\n5,243\n\n5,243\n\n2,034\n\n100%\n\n37,503\n\n31\n\nCriteo Australia PTY (Australia)\n\n8,931\n\n8,931\n\n3,407\n\n100%\n\n21,219\n\n1,672\n\nCriteo KK (Japan)\n\n64\n\n64\n\n89,463\n\n66%\n\n185,783\n\n11,431\n\nCriteo SRL (Italy)\n\n20\n\n20\n\n5,116\n\n100%\n\n48,067\n\n2,552\n\nCriteo Singapore PTE Ltd (Singapore)\n\n24,083\n\n24,083\n\n9,412\n\n11,360\n\n100%\n\n30,330\n\n548\n\nCriteo LLC (Russia)\n\n306\n\n306\n\n575\n\n100%\n\n0\n\n(36)\n\nCriteo España S.L. (Spain – Madrid)\n\n3\n\n3\n\n4,045\n\n100%\n\n48,091\n\n659\n\nCriteo Europa MM S.L. (Spain –\n\nBarcelona)\n\n3\n\n3\n\n9,297\n\n100%\n\n(4,510)\n\n881\n\n2,399\n\nCriteo MEA FZ LLC (Dubai)\n\n13\n\n13\n\n4,317\n\n100%\n\n18,929\n\n340\n\nCriteo Reklmacilik Hizmetleri ve\n\nTicaret AS (Turkey)\n\n1,207\n\n243\n\n150\n\n100%\n\n(34)\n\n(223)\n\nCriteo Canada Corp. (Canada)\n\n0\n\n0\n\n10,215\n\n100%\n\n31,174\n\n2,469\n\nCriteo India Private Limited (India)\n\n3,140\n\n3,140\n\n4,350\n\n3,457\n\n100%\n\n17,122\n\n248\n\nCriteo Korea Ltd (Korea)\n\n78\n\n78\n\n1,756\n\n100%\n\n82,593\n\n3,388\n\nCriteo Nordics AB (Sweden)\n\n5\n\n5\n\n2,314\n\n100%\n\n(1,346)\n\n20,605\n\n2,184\n\nDoobe In Site Ltd (Israel)\n\n4,658\n\n0\n\n(540)\n\n100%\n\n31\n\n256\n\nCriteo Technology (France)\n\n127,129\n\n127,129\n\n270,990\n\n100%\n\n(70,000)\n\n101,558\n\n86,415\n\nIponweb Labs AM (Armenia)\n\n4,975\n\n1,543\n\n394\n\n100%\n\n0\n\n38\n\nIponweb Labs CY (Cyprus)\n\n28,384\n\n15,742\n\n4,347\n\n100%\n\n22,913\n\n1,342\n\nCriteo Technology SRL (Romania)\n\n0\n\n0\n\n215\n\n100%\n\n0\n\n(24)\n\nCriteo Holdings, Inc (United States)\n\n0\n\n0\n\n(3)\n\n100%\n\n0\n\n(3)\n\nEquity interest\n\nLumen\n\n653\n\n653\n\n0\n\nnc\n\nnc\n\nnc\n\nTOTAL\n\n609,695\n\n587,998\n\n13,762\n\n1,013,197\n\n(118,553)\n\n2,794,160\n\n174,752\n\n*nc : not communicated\n\nSource : Financial statements of subsidiaries presented in accordance with US GAAP (the accounting principle followed by\n\nthe Group in its internal reporting) converted into euros.\n\n10.6 Subsequent events\n\nThe Company has identified the following significant events that occurred between the period ended\n\nDecember 31, 2025 and February 26, 2026, date of validation of the annual financial statements by the\n\nBoard of Directors.\n\nFavorable tax ruling regarding the Conversion\n\nAnnex B-33\n\nOn January 26, 2026, the Company received a favorable response from the French tax authorities to its\n\nrequest for a tax ruling, confirming that, subject to compliance with the conditions and procedures\n\noutlined in the Company's request, the reorganization would not have significant French tax\n\nconsequences. The potential subsequent transfer of the Company's registered office from Luxembourg\n\nto the United States is also included in the ruling granted by the French tax authorities under the same\n\nterms and conditions.\n\nShare Repurchase Program extension\n\nOn February 6, 2026, the Board of Directors approved an increase to the Company’s share repurchase\n\nprogram for the Company’s outstanding American Depositary Shares. As of February 6, 2026, following\n\nthis approval, the remaining authorization under the program was up to $200 million (€170.2 million). The\n\nCompany intends to use repurchased shares under this program primarily to satisfy employee equity\n\nplan vesting in lieu of issuing new shares, which would limit future dilution to shareholders, and may also\n\nuse such shares in connection with potential acquisition transactions.\n\nAnnex B-34\n\nNOTE 11 – INCOME STATEMENT AND BALANCE SHEET PUBLISHED IN\n\n2024\n\n11.1    Off-balance sheet commitments\n\nIn Keuros\n\n2024\n\n2023\n\nRevenue\n\n55,718\n\n35,989\n\nNet sales\n\n55,718\n\n35,989\n\nCapitalized production\n\n-\n\n-\n\nGrants\n\n-\n\n155\n\nReversals of depreciation and provisions, expense transfers\n\n1,313\n\n-\n\nOther products\n\n234,011\n\n203,159\n\nTotal operating revenues\n\n291,042\n\n239,303\n\nOther purchases and external expenses\n\n176,658\n\n122,393\n\nTaxes and similar payments\n\n(119)\n\n663\n\nWages and salaries\n\n2,659\n\n4,362\n\nSocial charges\n\n3,494\n\n4,019\n\nOperating allowances\n\n995\n\n(39)\n\nOther expenses\n\n170,656\n\n154,998\n\nTotal operating expenses\n\n354,343\n\n286,396\n\nNet operating expenses\n\n(63,301)\n\n(47,093)\n\nFinancial income from investments\n\n121,613\n\n82,310\n\nOther interest and similar income\n\n2,178\n\n1,532\n\nReversals of provisions and expense transfers\n\n6,197\n\n7,598\n\nPositive exchange rate differences\n\n86,225\n\n91,563\n\nProceeds from Sale of Financial Investments\n\n422\n\n-\n\nTotal financial income\n\n216,635\n\n183,003\n\nFinancial depreciation and provisions\n\n11,632\n\n8,084\n\nInterest and similar expenses\n\n15,577\n\n10,977\n\nNegative exchange rate differences\n\n82,724\n\n92,516\n\nTotal financial expenses\n\n109,933\n\n111,577\n\nNet financial income\n\n106,702\n\n71,426\n\nNet recurring operating income\n\n43,401\n\n24,333\n\nNon recurring income from management operations\n\n26,586\n\n21,376\n\nNon recurring income from capital operations\n\n73,652\n\n67\n\nReversals of provisions and expenses transfers\n\n61,576\n\n108,877\n\nTotal Non recurring income\n\n161,814\n\n130,320\n\nNon recurring expenses on management operations\n\n64,545\n\n85,219\n\nNon recurring expenses from capital operations\n\n70,265\n\n3,996\n\nNon recurring depreciation and provision\n\n97,983\n\n55,467\n\nTotal Non recurring expenses\n\n232,793\n\n144,682\n\nNet non recurring income\n\n(70,979)\n\n(14,362)\n\nEmployee profit-sharing\n\n-\n\n11\n\nIncome taxes\n\n(7,275)\n\n(4,934)\n\nProfit/Loss\n\n(20,303)\n\n14,894\n\nAnnex B-35\n\n11.2Balance Sheet - Assets\n\nIn Keuros\n\n12/31/2024\n\n12/31/2023\n\nGross\n\nAmortization &\n\nDepreciation\n\nNet\n\nNet\n\nConcessions, patents, similar rights\n\n-\n\n-\n\n-\n\n-\n\nGoodwill\n\n-\n\n-\n\n-\n\n-\n\nOther intangible assets\n\n-\n\n-\n\n-\n\n-\n\nIntangible assets\n\n-\n\n-\n\n-\n\n-\n\nOther tangible assets\n\n-\n\n-\n\n-\n\n-\n\nProperty, plant and equipment in progress\n\n-\n\n-\n\n-\n\n-\n\nAdvances and deposits\n\n-\n\n-\n\n-\n\n-\n\nProperty, plant and equipment\n\n-\n\n-\n\n-\n\n-\n\nLong-term equity interests\n\n609,694\n\n3,490\n\n606,204\n\n669,517\n\nReceivables related to equity investments\n\n176,605\n\n-\n\n176,605\n\n186,908\n\nLoans\n\n-\n\n-\n\n-\n\n-\n\nOther financial assets\n\n26,904\n\n741\n\n26,163\n\n26,298\n\nFinancial assets\n\n813,203\n\n4,231\n\n808,972\n\n882,723\n\nNon currents assets\n\n813,203\n\n4,231\n\n808,972\n\n882,723\n\nAdvances\n\n8\n\n-\n\n8\n\n60\n\nTrade receivables\n\n63,461\n\n-\n\n63,461\n\n42,051\n\nOther receivables\n\n75,104\n\n-\n\n75,104\n\n106,746\n\nReceivables\n\n138,565\n\n-\n\n138,565\n\n148,797\n\nMarketable securities\n\n112,187\n\n-\n\n112,187\n\n73,719\n\nCash\n\n262,406\n\n-\n\n262,406\n\n349,648\n\nCurrent assets\n\n513,166\n\n-\n\n513,166\n\n572,224\n\nDebt issuance costs to be defined\n\n1,255\n\n-\n\n1,255\n\n1,535\n\nPrepaid expenses\n\n1,266\n\n-\n\n1,266\n\n1,586\n\nTranslation differences - Assets\n\n7,049\n\n-\n\n7,049\n\n6,197\n\nTotal Assets\n\n1,335,939\n\n4,231\n\n1,331,708\n\n1,464,265\n\nAnnex B-36\n\n11.3Balance Sheet - Liabilities and Equity\n\nIn Keuros\n\n12/31/2024\n\n12/31/2023\n\nShare capital\n\n1,444\n\n1,529\n\nShare premium\n\n67,904\n\n169,448\n\nLegal reserve\n\n232\n\n232\n\nRegulated reserves\n\n13,967\n\n13,967\n\nOthers reserves\n\n-\n\n-\n\nRetained earnings\n\n598,699\n\n583,806\n\nProfit/loss for the period\n\n(20,303)\n\n14,894\n\nTotal Shareholders' equity\n\n661,943\n\n783,876\n\nProvisions for risks\n\n107,121\n\n70,146\n\nTotal provisions for risks and charges\n\n107,121\n\n70,146\n\nBank overdrafts\n\n3,072\n\n4,336\n\nBorrowings and other financial liabilities\n\n482,917\n\n511,037\n\nTrade payables\n\n58,015\n\n24,530\n\nSocial and tax liabilities\n\n7,575\n\n7,367\n\nPayables on fixed assets and related accounts\n\n-\n\n-\n\nOther current liabilities\n\n3,335\n\n48,693\n\nTotal liabilities\n\n554,914\n\n595,963\n\nTranslation differences - Liabilities\n\n7,730\n\n14,280\n\nTotal of shareholders’ equity and liabilities\n\n1,331,708\n\n1,464,265\n\nAnnex C-1\n\nANNEX C\n\nIFRS CONSOLIDATED FINANCIAL STATEMENTS\n\nPlease note that because we are a French company, the full text of the consolidated\n\nfinancial statements included in this Annex C has been translated from French. In the case\n\nof any discrepancy between this version and the French version, the French version will\n\nprevail.\n\nConsolidated Financial Statements\n\nfor the year ending\n\nDecember 31, 2025\n\nTable of contents\n\nConsolidated Statement of Income ..................................................................................................\n\nAnnex C-[3](#i0a082b1cae7543198d8e88d109bed8fd_205)\n\nConsolidated Statements of Comprehensive Income ...................................................................\n\nAnnex C-[4](#i0a082b1cae7543198d8e88d109bed8fd_208)\n\nConsolidated Statements of Financial Position ..............................................................................\n\nAnnex C-[5](#i0a082b1cae7543198d8e88d109bed8fd_211)\n\nConsolidated Statements of Cash Flows .........................................................................................\n\nAnnex C-[6](#i0a082b1cae7543198d8e88d109bed8fd_214)\n\nConsolidated Statements of Changes in Shareholders’ Equity ...................................................\n\nAnnex C-[7](#i0a082b1cae7543198d8e88d109bed8fd_217)\n\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .................................................\n\nAnnex C-[8](#i0a082b1cae7543198d8e88d109bed8fd_220)\n\nNote 1 – Description of the activity ............................................................................................\n\nAnnex C-[8](#i0a082b1cae7543198d8e88d109bed8fd_223)\n\n[Note 2 – Summary of material accounting policies](#i0a082b1cae7543198d8e88d109bed8fd_226) .................................................................\n\nAnnex C-[10](#i0a082b1cae7543198d8e88d109bed8fd_226)\n\n[Note 3 – Critical accounting estimates and judgments](#i0a082b1cae7543198d8e88d109bed8fd_229) ..........................................................\n\nAnnex C-[22](#i0a082b1cae7543198d8e88d109bed8fd_229)\n\nNote 4 – Significant Events and Transactions of the Period .................................................\n\nAnnex C-[24](#i0a082b1cae7543198d8e88d109bed8fd_232)\n\n[Note 5 – Segment information](#i0a082b1cae7543198d8e88d109bed8fd_235) ...................................................................................................\n\nAnnex C-[25](#i0a082b1cae7543198d8e88d109bed8fd_235)\n\n[Note 6 – Financial risk management](#i0a082b1cae7543198d8e88d109bed8fd_238) .........................................................................................\n\nAnnex C-[27](#i0a082b1cae7543198d8e88d109bed8fd_238)\n\n[Note 7 – Breakdown of Revenue and Non-Current Assets by Geographical Areas](#i0a082b1cae7543198d8e88d109bed8fd_241) .........\n\nAnnex C-[30](#i0a082b1cae7543198d8e88d109bed8fd_241)\n\n[Note 8 – Share-Based Compensation](#i0a082b1cae7543198d8e88d109bed8fd_244) ......................................................................................\n\nAnnex C-[31](#i0a082b1cae7543198d8e88d109bed8fd_244)\n\n[Note 9 – Financial Income and Expenses](#i0a082b1cae7543198d8e88d109bed8fd_247) ................................................................................\n\nAnnex C-[37](#i0a082b1cae7543198d8e88d109bed8fd_247)\n\n[Note 10 – Provision for Income Taxes](#i0a082b1cae7543198d8e88d109bed8fd_250) ......................................................................................\n\nAnnex C-[38](#i0a082b1cae7543198d8e88d109bed8fd_250)\n\n[Note 11 – Categories of Financial Assets and Liabilities](#i0a082b1cae7543198d8e88d109bed8fd_253) .......................................................\n\nAnnex C-[42](#i0a082b1cae7543198d8e88d109bed8fd_253)\n\n[Note 12 – Goodwill](#i0a082b1cae7543198d8e88d109bed8fd_256) .......................................................................................................................\n\nAnnex C-[44](#i0a082b1cae7543198d8e88d109bed8fd_256)\n\n[Note 13 – Intangible assets](#i0a082b1cae7543198d8e88d109bed8fd_259) ........................................................................................................\n\nAnnex C-[45](#i0a082b1cae7543198d8e88d109bed8fd_259)\n\n[Note 14 – Property and Equipment](#i0a082b1cae7543198d8e88d109bed8fd_262) ...........................................................................................\n\nAnnex C-[46](#i0a082b1cae7543198d8e88d109bed8fd_262)\n\nNote 15 - Marketable Securities .................................................................................................\n\nAnnex C-[46](#i0a082b1cae7543198d8e88d109bed8fd_262)\n\n[Note 16 - Leases](#i0a082b1cae7543198d8e88d109bed8fd_268) ..........................................................................................................................\n\nAnnex C-[47](#i0a082b1cae7543198d8e88d109bed8fd_268)\n\n[Note 17 - Trade Receivable](#i0a082b1cae7543198d8e88d109bed8fd_271)s ......................................................................................................\n\nAnnex C-[50](#i0a082b1cae7543198d8e88d109bed8fd_271)\n\n[Note 1](#i0a082b1cae7543198d8e88d109bed8fd_274)8 - Other Current Assets ..................................................................................................\n\nAnnex C-[50](#i0a082b1cae7543198d8e88d109bed8fd_274)\n\n[Note 1](#i0a082b1cae7543198d8e88d109bed8fd_277)9 - Cash and Cash Equivalent ........................................................................................\n\nAnnex C-[51](#i0a082b1cae7543198d8e88d109bed8fd_277)\n\nNote 20 – Common shares .........................................................................................................\n\nAnnex C-[52](#i0a082b1cae7543198d8e88d109bed8fd_280)\n\nNote 21 – Earnings Per Share ...................................................................................................\n\nAnnex C-[53](#i0a082b1cae7543198d8e88d109bed8fd_283)\n\nNote 22 – Employee Benefits .....................................................................................................\n\nAnnex C-[54](#i0a082b1cae7543198d8e88d109bed8fd_286)\n\nNote 23 – Financial Liabilities .....................................................................................................\n\nAnnex C-[55](#i0a082b1cae7543198d8e88d109bed8fd_289)\n\nNote 24 – Net debt .......................................................................................................................\n\nAnnex C-[56](#i0a082b1cae7543198d8e88d109bed8fd_292)\n\nNote 25 – Contingencies .............................................................................................................\n\nAnnex C-[58](#i0a082b1cae7543198d8e88d109bed8fd_295)\n\nNote 26 – Other Current Liabilities ............................................................................................\n\nAnnex C-[59](#i0a082b1cae7543198d8e88d109bed8fd_298)\n\nNote 27 – Commitments and contingencies ............................................................................\n\nAnnex C-[60](#i0a082b1cae7543198d8e88d109bed8fd_301)\n\nNote 28 - Expenses by nature ....................................................................................................\n\n[Annex C-60](#i0a082b1cae7543198d8e88d109bed8fd_304)\n\nNote 29 – Related Parties ...........................................................................................................\n\nAnnex C-[61](#i0a082b1cae7543198d8e88d109bed8fd_307)\n\nNote 30 – Subsequent Events ...................................................................................................\n\nAnnex C-[61](#i0a082b1cae7543198d8e88d109bed8fd_310)\n\nAnnex C-3\n\nCONSOLIDATED STATEMENTS OF INCOME\n\n(In thousands of euros)\n\nNotes\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nRevenue\n\n7\n\n1,802,476\n\n1,786,812\n\n1,721,314\n\nTraffic acquisition costs\n\n28\n\n(856,970)\n\n(750,323)\n\n(681,793)\n\nOther cost of revenue\n\n28\n\n(146,250)\n\n(126,599)\n\n(109,654)\n\nGross Profit\n\n799,256\n\n909,890\n\n929,867\n\nResearch and development expenses\n\n28\n\n(225,358)\n\n(247,805)\n\n(250,721)\n\nSales and operations expenses\n\n28\n\n(378,361)\n\n(349,402)\n\n(351,673)\n\nGeneral and administrative expenses\n\n28\n\n(129,415)\n\n(165,123)\n\n(151,633)\n\nIncome from Operations\n\n66,122\n\n147,560\n\n175,840\n\nFinancial and Other income (expense)\n\n9\n\n(3,902)\n\n128\n\n(2,296)\n\nIncome before taxes\n\n62,220\n\n147,688\n\n173,544\n\nProvision for income taxes\n\n10\n\n(16,748)\n\n(34,974)\n\n(46,410)\n\nNet income\n\n45,472\n\n112,714\n\n127,134\n\n- Available to shareholders of Criteo S.A.\n\n21\n\n44,175\n\n109,812\n\n122,910\n\n- Available to non-controlling interests\n\n21\n\n1,297\n\n2,902\n\n4,224\n\nBasic earnings per share (in € per share)\n\n21\n\n0.79\n\n2.00\n\n2.32\n\nDiluted earnings per share (in € per share)\n\n21\n\n0.75\n\n1.92\n\n2.31\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nAnnex C-4\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nNet income\n\n45,472\n\n112,714\n\n127,134\n\nForeign currency translation differences, net of taxes\n\n(31,468)\n\n39,408\n\n(91,116)\n\n- Foreign currency translation differences\n\n(31,468)\n\n39,408\n\n(91,116)\n\nActuarial (losses) gains on employee benefits, net of\n\ntaxes\n\n346\n\n(173)\n\n571\n\n- Actuarial (losses) gains on employee\n\nbenefits\n\n414\n\n(198)\n\n713\n\n- Income tax effect\n\n(68)\n\n25\n\n(142)\n\nComprehensive income\n\n14,350\n\n151,949\n\n36,589\n\n  - Available to shareholders of Criteo S.A.\n\n16,111\n\n150,015\n\n36,222\n\n- Available to non-controlling interests\n\n(1,761)\n\n1,934\n\n367\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nAnnex C-5\n\nCONSOLIDATED STATEMENTS OF FINANCIAL POSITION\n\n(In thousands of euros)\n\nNotes\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nGoodwill\n\n12\n\n474,385\n\n495,913\n\n456,031\n\nIntangible assets\n\n13\n\n163,698\n\n152,762\n\n127,097\n\nProperty and equipment\n\n14\n\n114,476\n\n103,214\n\n118,576\n\nMarketable Securities - noncurrent portion\n\n15\n\n15,000\n\n15,000\n\n20,000\n\nNon-current financial assets\n\n11\n\n4,791\n\n4,170\n\n7,076\n\nRight of use assets - operating leases\n\n16\n\n100,381\n\n94,295\n\n112,240\n\nOther non-current asset\n\n56,576\n\n57,660\n\n40,609\n\nDeferred tax assets\n\n10\n\n49,923\n\n88,361\n\n83,147\n\nTOTAL NON-CURRENT ASSETS\n\n979,230\n\n1,011,375\n\n964,776\n\nMarketable Securities - current portion\n\n15\n\n5,403\n\n25,259\n\n19,780\n\nTrade receivables\n\n17\n\n701,887\n\n770,870\n\n495,396\n\nCurrent tax assets\n\n10\n\n1,874\n\n1,498\n\n12,119\n\nRestricted cash - current portion\n\n11\n\n67,873\n\n241\n\n273\n\nOther current assets\n\n11/18\n\n135,244\n\n86,793\n\n71,936\n\nCash and cash equivalents\n\n19\n\n304,040\n\n279,895\n\n291,028\n\nTOTAL CURRENT ASSETS\n\n1,216,321\n\n1,164,556\n\n890,532\n\nTOTAL ASSETS\n\n2,195,551\n\n2,175,931\n\n1,855,308\n\n(In thousands of euros)\n\nNotes\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nShare capital\n\n20\n\n1,529\n\n1,444\n\n1,391\n\nAdditional paid-in capital\n\n182,306\n\n82,309\n\n19,845\n\nCurrency translation adjustment\n\n(11,609)\n\n27,109\n\n(60,934)\n\nConsolidated reserves\n\n911,015\n\n899,391\n\n996,234\n\nTreasury stock\n\n20\n\n(156,870)\n\n(120,902)\n\n(120,415)\n\nRetained earnings\n\n44,181\n\n109,812\n\n122,910\n\nEquity - available to shareholders of Criteo S.A.\n\n970,552\n\n999,163\n\n959,031\n\nNoncontrolling interests\n\n28,735\n\n30,870\n\n31,457\n\nTOTAL EQUITY\n\n999,287\n\n1,030,033\n\n990,488\n\nFinancial liabilities - non-current portion\n\n23/24\n\n70\n\n286\n\n—\n\nNon-current lease liabilities - operating leases\n\n16\n\n74,148\n\n74,133\n\n89,505\n\nRetirement benefit obligation\n\n22\n\n3,739\n\n4,544\n\n4,865\n\nContingencies - non-current portion\n\n25\n\n30,591\n\n29,967\n\n18,661\n\nOther non-current liabilities\n\n2,074\n\n1,222\n\n2,682\n\nUncertain tax position non-current portion\n\n10\n\n15,753\n\n17,774\n\n26,874\n\nDeferred tax liabilities\n\n10\n\n810\n\n10,084\n\n4,331\n\nTOTAL NON-CURRENT LIABILITIES\n\n127,185\n\n138,010\n\n146,918\n\nFinancial liabilities - current portion\n\n23/24\n\n3,067\n\n2,980\n\n9,876\n\nCurrent lease liabilities - operating leases\n\n16\n\n31,464\n\n23,768\n\n28,447\n\nContingencies - current portion\n\n25\n\n1,328\n\n1,812\n\n7,854\n\nTrade payables\n\n11\n\n760,208\n\n773,962\n\n481,668\n\nCurrent tax liabilities\n\n10\n\n15,578\n\n33,558\n\n23,831\n\nOther current liabilities\n\n26\n\n257,434\n\n171,808\n\n166,226\n\nTOTAL CURRENT LIABILITIES\n\n1,069,079\n\n1,007,888\n\n717,902\n\nTOTAL EQUITY AND LIABILITIES\n\n2,195,551\n\n2,175,931\n\n1,855,308\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nAnnex C-6\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(In thousands of euros)\n\nNotes\n\nDecember\n\n31, 2023\n\nDecember\n\n31, 2024\n\nDecember\n\n31, 2025\n\nNet income\n\n45,472\n\n112,714\n\n127,134\n\nNoncash and nonoperating items\n\n167,342\n\n241,575\n\n251,092\n\n- Amortization and provisions\n\n101,731\n\n115,315\n\n143,798\n\n- Payment for contingent liability on regulatory matters\n\n(40,000)\n\n—\n\n—\n\n- Share-based compensation expense\n\n8\n\n89,855\n\n86,338\n\n51,638\n\n- Net gain on disposal of non-current assets\n\n(7,382)\n\n1,743\n\n1,581\n\n- Interest accrued and noncash financial income and expenses\n\n2,505\n\n1,778\n\n176\n\n- Change in uncertain tax positions\n\n(814)\n\n1,624\n\n9,166\n\n      - Net change in fair value of earn-out\n\n2,167\n\n703\n\n—\n\n- Change in deferred taxes\n\n10\n\n(23,620)\n\n(25,860)\n\n(8,639)\n\n- Income tax for the period\n\n41,181\n\n59,209\n\n45,883\n\n- Interest paid on leasing\n\n1,719\n\n2,012\n\n2,974\n\n      - Other\n\n—\n\n(1,287)\n\n4,515\n\nChange in working capital\n\n69,133\n\n(36,666)\n\n(3,867)\n\n- (Increase) / Decrease in trade receivables\n\n(52,140)\n\n(26,352)\n\n217,661\n\n- Increase / (Decrease) in trade payables\n\n81,503\n\n(15,787)\n\n(234,839)\n\n- (Increase) / Decrease in other current assets\n\n18\n\n(672)\n\n16,295\n\n21,455\n\n- Increase / (Decrease) in other current liabilities\n\n40,555\n\n(10,453)\n\n(8,300)\n\n- Change in operating lease liabilities and right of use assets\n\n16\n\n(113)\n\n(369)\n\n156\n\nIncome taxes paid\n\n(37,057)\n\n(41,290)\n\n(64,923)\n\nCASH FROM OPERATING ACTIVITIES\n\n244,890\n\n276,333\n\n309,436\n\nAcquisition of intangible assets, property, plant and equipment\n\n13/14\n\n(107,360)\n\n(71,756)\n\n(90,915)\n\nProceeds from disposal of intangible assets, property, plant and equipment\n\n13/14\n\n1,668\n\n977\n\n1,782\n\nPayments for (Disposal of) acquired businesses, net of cash acquired\n\n(disposed)\n\n4\n\n(6,299)\n\n(487)\n\n—\n\nDisposal of businesses\n\n8,169\n\n—\n\n—\n\nNet gain or (loss) on disposal of non-current financial assets\n\n29,104\n\n48,709\n\n(2,864)\n\nCASH USED FOR INVESTING ACTIVITIES\n\n(74,718)\n\n(22,557)\n\n(91,997)\n\nRepayment of leases\n\n(37,580)\n\n(37,872)\n\n(31,562)\n\nCash payment for contingent consideration\n\n(20,245)\n\n(47,325)\n\n—\n\nProceeds from capital increase\n\n1,798\n\n4,205\n\n1,731\n\nChange in treasury stocks\n\n(116,885)\n\n(208,398)\n\n(136,629)\n\nChange in other financial liabilities\n\n217\n\n—\n\n(71)\n\nOther\n\n(1,775)\n\n1,413\n\n(1,139)\n\nCASH USED FOR FINANCING ACTIVITIES\n\n(174,470)\n\n(287,977)\n\n(167,670)\n\nCHANGE IN NET CASH AND CASH EQUIVALENTS\n\n(4,298)\n\n(34,201)\n\n49,769\n\nNet cash and cash equivalents at beginning of period\n\n19\n\n326,518\n\n304,040\n\n279,895\n\nEffect of exchange rate changes on cash and cash equivalents\n\n(18,180)\n\n10,056\n\n(38,636)\n\nNet cash and cash equivalents at end of period\n\n19\n\n304,040\n\n279,895\n\n291,028\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nAnnex C-7\n\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY\n\n(In thousands of euros)\n\nShare\n\ncapital\n\nAdditional paid-in\n\ncapital\n\nTreasury\n\nstock\n\nCurrency\n\ntranslation\n\nadjustment\n\nConsolidated\n\nReserves\n\nRetained\n\nearnings\n\nEquity\n\nattributable to\n\nshareholders\n\nof Criteo S.A.\n\nNon-controlling\n\ninterests\n\nTotal\n\nequity\n\nBalance at January 1, 2023\n\n1,581\n\n239,276\n\n(166,646)\n\n28,255\n\n870,859\n\n9,266\n\n982,591\n\n30,952\n\n1,013,543\n\nNet income\n\n—\n\n—\n\n—\n\n—\n\n—\n\n44,175\n\n44,175\n\n1,297\n\n45,472\n\nOther comprehensive income (loss)\n\n—\n\n—\n\n—\n\n(39,858)\n\n11,795\n\n—\n\n(28,063)\n\n(3,059)\n\n(31,122)\n\nTotal comprehensive income\n\n—\n\n—\n\n—\n\n(39,858)\n\n11,795\n\n44,175\n\n16,112\n\n(1,762)\n\n14,350\n\nAllocation of net income from prior period\n\n—\n\n—\n\n—\n\n—\n\n9,266\n\n(9,266)\n\n—\n\n—\n\n—\n\nIssuance of common shares\n\n3\n\n1,795\n\n—\n\n—\n\n—\n\n—\n\n1,798\n\n—\n\n1,798\n\nShare-based compensation\n\n—\n\n—\n\n—\n\n—\n\n88,053\n\n—\n\n88,053\n\n25\n\n88,078\n\nChange in treasury stock\n\n(55)\n\n(58,765)\n\n9,776\n\n—\n\n(67,841)\n\n—\n\n(116,885)\n\n—\n\n(116,885)\n\nOther changes in equity\n\n—\n\n—\n\n—\n\n(6)\n\n(1,117)\n\n6\n\n(1,117)\n\n(480)\n\n(1,597)\n\nBalance at December 31, 2023\n\n1,529\n\n182,306\n\n(156,870)\n\n(11,609)\n\n911,015\n\n44,181\n\n970,552\n\n28,735\n\n999,287\n\nNet income\n\n—\n\n—\n\n—\n\n—\n\n—\n\n109,812\n\n109,812\n\n2,902\n\n112,714\n\nOther comprehensive income (loss)\n\n—\n\n—\n\n—\n\n40,375\n\n(173)\n\n—\n\n40,202\n\n(967)\n\n39,235\n\nTotal comprehensive income\n\n—\n\n—\n\n—\n\n40,375\n\n(173)\n\n109,812\n\n150,014\n\n1,935\n\n151,949\n\nAllocation of net income from prior period\n\n—\n\n—\n\n—\n\n—\n\n44,175\n\n(44,175)\n\n—\n\n—\n\n—\n\nIssuance of common shares\n\n4\n\n4,201\n\n—\n\n—\n\n—\n\n—\n\n4,205\n\n—\n\n4,205\n\nShare-based compensation\n\n—\n\n—\n\n—\n\n—\n\n84,453\n\n—\n\n84,453\n\n200\n\n84,653\n\nChange in treasury stock\n\n(89)\n\n(104,198)\n\n35,968\n\n—\n\n(140,079)\n\n—\n\n(208,398)\n\n—\n\n(208,398)\n\nOther changes in equity\n\n—\n\n—\n\n—\n\n(1,657)\n\n—\n\n(6)\n\n(1,663)\n\n—\n\n(1,663)\n\nBalance at December 31, 2024\n\n1,444\n\n82,309\n\n(120,902)\n\n27,109\n\n899,391\n\n109,812\n\n999,163\n\n30,870\n\n1,030,033\n\nNet income\n\n—\n\n—\n\n—\n\n—\n\n—\n\n122,910\n\n122,910\n\n4,224\n\n127,134\n\nOther comprehensive income (loss)\n\n—\n\n—\n\n—\n\n(87,259)\n\n571\n\n—\n\n(86,688)\n\n(3,857)\n\n(90,545)\n\nTotal comprehensive income\n\n—\n\n—\n\n—\n\n(87,259)\n\n571\n\n122,910\n\n36,222\n\n367\n\n36,589\n\nAllocation of net income from prior period\n\n—\n\n—\n\n—\n\n—\n\n109,812\n\n(109,812)\n\n—\n\n—\n\n—\n\nIssuance of common shares\n\n2\n\n1,752\n\n—\n\n—\n\n—\n\n—\n\n1,754\n\n—\n\n1,754\n\nShare-based compensation\n\n—\n\n—\n\n—\n\n—\n\n57,174\n\n—\n\n57,174\n\n220\n\n57,394\n\nChange in treasury stock\n\n(55)\n\n(64,216)\n\n487\n\n—\n\n(70,714)\n\n—\n\n(134,498)\n\n—\n\n(134,498)\n\nOther changes in equity\n\n—\n\n—\n\n—\n\n(784)\n\n—\n\n—\n\n(784)\n\n—\n\n(784)\n\nBalance at December 31, 2025\n\n1,391\n\n19,845\n\n(120,415)\n\n(60,934)\n\n996,234\n\n122,910\n\n959,031\n\n31,457\n\n990,488\n\nThe accompanying notes form an integral part of these consolidated financial statements.\n\nAnnex C-8\n\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS\n\nNote 1 – Description of the activity\n\nCriteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the\n\nlaws of the French Republic on November 3, 2005, for a period of 99 years and subsequently\n\nconverted to a société anonyme, or S.A.\n\nOn October 29, 2025, the Company announced its intention to redomicile from France to\n\nLuxembourg through the cross-border conversion of Criteo S.A., subject to prior consultation\n\nwith Criteo’s works council and customary conditions including shareholder approval. Following\n\nthe conversion, the Company expects its American Depositary Share structure will be replaced\n\nwith ordinary shares directly listed on Nasdaq.\n\nOn January 7, 2026, the Company announced that, following the favorable opinion of its works\n\ncouncil, its Board of Directors has approved the previously announced proposed transfer of the\n\nCompany's legal domicile from France to Luxembourg via a cross-border conversion and the\n\nreplacement of its American Depositary Shares structure with ordinary shares to be directly\n\nlisted on Nasdaq. A general meeting of the Company's shareholders will be held on February\n\n27, 2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche,\n\n75009 Paris, France to obtain approval by the Company's shareholders for the Conversion and\n\ncertain related proposals.\n\nWe are a global technology company that enables marketers and media owners to drive better\n\ncommerce outcomes. We leverage commerce data and artificial intelligence (\"AI\") to connect\n\necommerce, digital marketing and media monetization to reach consumers throughout their\n\nshopping journey. Our vision is to deliver full-funnel, cross-channel, self-service advertising that\n\nperforms.\n\nOur strategy is to help marketers and media owners activate 1st-party, privacy-safe data and\n\ndrive better commerce outcomes through our platform, which includes a suite of products:\n\n•that offer marketers (brands, retailers, and agencies) the ability to easily reach\n\nconsumers anywhere throughout their shopping journey and measure their advertising\n\ncampaigns\n\n•that offer media owners (publishers and retailers) the ability to monetize their advertising\n\nand promotions inventory for commerce anywhere where consumers spend their time\n\n•that are underpinned by our advanced AI engine, analyzing large sets of commerce data\n\nin real-time to drive hyper personalization and budget efficiency.\n\nIn these notes, Criteo S.A. is referred to as the \"Parent\" company and together with its\n\nsubsidiaries, collectively, as \"Criteo,\" the \"Company,\" the \"Group,\" or \"we\".\n\nThe preparation of the Consolidated Financial Statements as of December 31, 2025 are under\n\nthe responsibility of Criteo S.A.’s management. The Consolidated Financial Statements were\n\nauthorized for issuance by the board of directors of Criteo S.A. on February 26, 2026 and will be\n\napproved at the General Meeting on June 12, 2026.\n\nAnnex C-9\n\nAll amounts are expressed in thousands of euros, unless stated otherwise.\n\nIn these notes, Criteo S.A. is referred to as the Parent company and together with its\n\nsubsidiaries, collectively, as \"Criteo,\" the Company \"or\" the Group\".\n\nAnnex C-10\n\nNote 2 – Summary of material accounting policies\n\nBasis of preparation\n\nThe Consolidated Financial Statements have been prepared using a going concern assumption and\n\nthe historical cost principle with the exception of certain assets and liabilities that are measured at\n\nfair value in accordance with IFRS. The categories concerned are detailed in the following notes.\n\nIn application of the 1606/2002 regulation adopted on July 29, 2002 by the European Parliament and\n\nthe European Council, the Consolidated Financial Statements have been prepared in accordance\n\nwith the International Financial Reporting Standards (“IFRS”) as issued by the International\n\nAccounting Standard Board (“IASB”) and endorsed by the European Union and whose application is\n\nmandatory for the year ending December 31, 2025. Furthermore, regarding its mandatory\n\ncompliance as a Nasdaq listed company and under the Securities Exchange Act of 1934, the Group\n\npublishes consolidated financial statements in accordance with the applicable accounting standards\n\nin the United States.\n\nConversion of Foreign Currency Transactions\n\nForeign currency transactions are translated into the functional currency using the exchange rates\n\nprevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the\n\nsettlement of such transactions and from the translation of monetary assets and liabilities\n\ndenominated in foreign currencies at year-end exchange rates are recognized in the consolidated\n\nstatement of operations within finance income or finance costs.\n\nThe results and financial position of all the Group entities that have a functional currency different\n\nfrom Euro, have been translated considering the closing rate at the reporting date for Assets and\n\nliabilities, and at average exchange rates for income and expenses.\n\nOperating Segments\n\nWe report our financial results based on two reportable segments: Retail Media and Performance\n\nMedia.\n\nThe reported segment information is based on internal management data used for business\n\nperformance analysis and resource allocation, following the management approach. An operating\n\nsegment is a component of the Company for which separate financial information is available that is\n\nevaluated regularly by our Chief Operating Decision Maker (\"CODM\") in deciding how to allocate\n\nresources and assessing performance.\n\nAnnex C-11\n\nConsolidation Methods\n\nThe Group has control over all its subsidiaries, and consequently they are all fully consolidated. The\n\ntable below presents at each period’s end and for all entities included in the consolidation scope the\n\nfollowing information:\n\n•Country of incorporation; and\n\n•Percentage of voting rights and ownership interests\n\nCountry\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nConsolidation\n\nmethod\n\nVoting\n\nrights\n\nOwnership\n\ninterest\n\nVoting\n\nrights\n\nOwnership\n\ninterest\n\nVoting\n\nrights\n\nOwnership\n\ninterest\n\nFrench subsidiaries\n\nCriteo S.A.\n\nFrance\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nParent Company\n\nCriteo France S.A.S.\n\nFrance\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Technology\n\nFrance\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nForeign subsidiaries\n\nCriteo Holdings, Inc (2)\n\nUnited States\n\n—%\n\n—%\n\n—%\n\n—%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Ltd.\n\nUnited\n\nKingdom\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Corp.\n\nUnited States\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo GmbH\n\nGermany\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Nordics AB.\n\nSweden\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Korea Ltd.\n\nKorea\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo K.K.\n\nJapan\n\n100%\n\n66%\n\n100%\n\n66%\n\n100%\n\n66%\n\nFully consolidated\n\nCriteo Do Brasil Desenvolvimento De\n\nServiços De Internet Ltda.  \n\nBrazil\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo B.V.\n\nThe\n\nNetherlands\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Australia Pty Ltd.\n\nAustralia\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo S.R.L.\n\nItaly\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Advertising (Beijing) Co.Ltd\n\nChina\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nBrandcrush Pty Ltd (3)\n\nAustralia\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Singapore Pte.Ltd\n\nSingapore\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo LLC\n\nRussia\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Europa MM, S.L.\n\nSpain\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Espana, S.L.\n\nSpain\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Canada Corp.\n\nCanada\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Reklamcilik Hzimetleri ve Ticaret\n\nA.S.\n\nTurkey\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo MEA FZ-LLC\n\nUnited Arab\n\nEmirates\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo India Private Limited\n\nIndia\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nDoobe In Site Ltd\n\nIsrael\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nBidswitch Gmbh (3)\n\nSwitzerland\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nBidswitch Inc.\n\nUnited States\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nIponweb Gmbh (3)\n\nSwitzerland\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nIponweb Gmbh (1)\n\nDeutschland\n\n100%\n\n100%\n\n—%\n\n—%\n\n—%\n\n—%\n\nFully consolidated\n\nIponweb Ltd.\n\nUnited\n\nKingdom\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nIponweb Labs Cyprus\n\nCyprus\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nThe MediaGrid Inc.\n\nUnited States\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nIponweb Labs Arménie\n\nArmenia\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\nCriteo Technology S.R.L\n\nRomania\n\n—%\n\n—%\n\n100%\n\n100%\n\n100%\n\n100%\n\nFully consolidated\n\n(1) Merged with Criteo GmbH\n\n(2) Criteo Holdings Inc. includes a French Branch\n\n(3 ) Liquidated during the twelve months ended December 31, 2025\n\nBusiness combinations\n\nThe acquisition method is used in accounting for business combinations. The consideration\n\ntransferred to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair\n\nvalues of assets transferred, liabilities incurred and the equity interests issued by the Company,\n\nAnnex C-12\n\nwhich includes the fair value of any asset or liability arising from a contingent consideration\n\narrangement.\n\nAcquisition costs are expensed as incurred.\n\nIdentifiable assets acquired and liabilities assumed are recognized in a business combination\n\nregardless of whether they have been previously recognized in the acquiree’s financial statements\n\nprior to the acquisition. Assets acquired and liabilities assumed are generally measured at their\n\nacquisition date fair values.\n\nGoodwill is determined after a separate recognition of identifiable intangible assets. It is calculated\n\nas the excess of the fair value of the consideration transferred over the sum of the recognized\n\namount of any non-controlling interest in the acquiree and the acquisition date fair values of\n\nidentifiable net assets.\n\nWhen the cost of the acquisition is below the fair value of the Company’s share in the assets,\n\nliabilities and contingent liabilities of the acquiree, the difference is recognized directly in the income\n\nstatement.\n\nIf the initial accounting for a business combination can only be determined provisionally, provisional\n\nvalues of the assets and liabilities should be adjusted within one year from the acquisition date, in\n\naccordance with IFRS 3.\n\nThe impact of capital gains or losses and of depreciation charges and reversals recognized after 12\n\nmonths of the acquisition date in relation to the values assigned to assets acquired and liabilities\n\nassumed at the time of the first consolidation is recognized prospectively, as the income of the period\n\nof change and future periods, if any, without adjusting goodwill except in the case of the correction of\n\nan error, in accordance with IAS 8—Accounting policies, changes in accounting estimates and\n\nerrors.\n\nIntangible Assets (Excluding Goodwill)\n\nAcquired intangible assets are accounted for at acquisition cost, less accumulated amortization and\n\nany impairment loss. Acquired intangible assets are primarily composed of software, technologies\n\nand customer relationships, amortized on a straight-line basis over their estimated useful lives\n\ncomprised between one and three years for software, and between three and nine years for\n\ntechnologies and customer relationships. Intangible assets are reviewed for impairment whenever\n\nthere are events or changes in circumstances such as, but not limited to, significant declines in\n\nrevenue, earnings or cash flows or material adverse changes in the business climate, that indicate\n\nthat the carrying amount of an asset may be impaired.\n\nAnnex C-13\n\nInternally developed software and Software as a Service\n\nCosts related to customized internal-use software that have reached the development stage are\n\ncapitalized when the project is in the development phase and the recognition criteria in IAS 38 are\n\nmet, including technical feasibility, intention and ability to complete and use the asset, and the\n\nexistence of probable future economic benefits. Amortization of these costs begins when assets are\n\navailable for use and is calculated on a straight-line basis over the assets’ useful lives estimated\n\nbetween three to five years.\n\nCloud computing arrangements (“CCAs”), such as Software as a Service (SaaS) and other hosting\n\narrangements, are generally expensed as incurred, based on IAS 38.\n\nProperty and Equipment\n\nProperty and equipment are accounted for at acquisition cost less cumulative depreciation and any\n\nimpairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful\n\nlives. Management determines the appropriate useful life of property, plant and equipment when\n\nthose assets are initially recognized and it is routinely reviewed. Our current estimate of useful lives\n\nrepresents the best estimate based on current facts and circumstances, but may differ from the\n\nactual useful lives due to changes to our business operations, changes in the planned use of assets,\n\nand technological advancements. When we change the estimated useful life assumption for any\n\nasset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or\n\namortized over the revised estimated useful life.\n\nThe estimated useful lives of property and equipment are described below:\n\nServers.................................................................................................................................... 6 years\n\nFurniture and IT equipments............................................................................................ 3 to 5 years\n\nLeasehold improvements are depreciated over their useful life or over the lease term, whichever is\n\nshorter.\n\nIn January 2025, we completed an assessment of the useful lives of our servers and network\n\nequipment, resulting in a change in the estimated useful life of certain servers and network\n\nequipment from five to six years. This change in accounting estimate is effective beginning fiscal\n\nyear 2025.\n\nImpairment of Assets\n\nGoodwill, Intangible Assets, Property and equipment\n\nIn accordance with IAS 36—Impairment of Assets, whenever events or changes in market conditions\n\nindicate a risk of impairment of intangible assets, property and equipment, a detailed review is\n\ncarried out in order to determine whether the net carrying amount of such assets remains lower than\n\ntheir recoverable amount, which is defined as the greater of fair value (less costs to sell) and value in\n\nuse. Value in use is measured by discounting the expected future cash flows from continuing use of\n\nthe asset and its ultimate disposal. Goodwill is tested once a year for impairment following the\n\nprinciple that the Group operates as two cash generating units. The Company’s goodwill and\n\nindefinite-lived intangible asset annual impairment test date is October 1.\n\nIn the event that the recoverable value of the reporting unit is lower than the net carrying value, the\n\ndifference is recognized as an impairment loss.\n\nImpairment losses for property, plant and equipment or intangible assets with finite useful lives can\n\nbe reversed if the recoverable value becomes higher than the net carrying value (but not exceeding\n\nAnnex C-14\n\nthe loss initially recorded). There has been no impairment of goodwill during the years ended\n\nDecember 31, 2025, 2024 and 2023, as the Company's reporting units’ fair value was in excess of\n\nthe carrying value based on the annual goodwill impairment test.\n\nLeases\n\nIn accordance with the provisions of IFRS 16, when entering into a rental agreement, the Group\n\nrecognizes a liability on the balance sheet corresponding to future discounted payments of the fixed\n\npart of the rents, as well as a right of use asset amortized over the term of the contract\n\nOffice space and data centers are rented under non-cancellable operating lease agreements. These\n\nleases typically include rent free periods, rent escalation periods, renewal options and may also\n\ninclude leasehold improvement incentives. Both office and data center leases may contain non-lease\n\ncomponents such as maintenance, electrical costs, and other service charges.  Non-lease\n\ncomponents are accounted for separately.\n\nOperating lease liabilities are recognized based on the present value of the future minimum lease\n\npayments over the lease term at commencement date. Options have been included in the calculation\n\nif management has determined that it is reasonably certain that the option will be exercised. Lease\n\nliabilities or right of use asset for leases with a term of 12 months or less and/or low values are not\n\nrecognized.\n\nFinancial Assets and Liabilities, Excluding Derivatives Financial Instruments\n\nFinancial assets, excluding cash, consist exclusively of loans and receivables. Loans and\n\nreceivables are non-derivative financial assets with a payment, which is fixed or can be determined,\n\nnot listed on an active market. They are included in current assets, except those that mature more\n\nthan twelve months after the reporting date.\n\nLoans are measured at amortized cost using the effective interest method. The recoverable amount\n\nof loans and advances is estimated whenever there is an indication that the asset may be impaired\n\nand at least on each reporting date. If the recoverable amount is lower than the carrying amount, an\n\nimpairment loss is recognized in the Consolidated Statement of Income.\n\nThe Group carries the accounts receivable at original invoiced amount less an allowance for any\n\npotential uncollectible amounts. Receivables are presented on a gross basis and are not netted\n\nagainst the payments we are required to make to advertising inventory publishers. Management\n\nmakes estimates of expected credit trends for the allowance for credit losses based on, among other\n\nfactors, a past history of collections, current credit conditions, the aging of the receivables, past\n\nhistory of write downs, credit quality of our customers, current economic conditions, and reasonable\n\nand supportable forecasts of future economic conditions.\n\nA receivable is considered past due if we have not received payments based on agreed-upon terms.\n\nA higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an\n\nadverse impact on our future results. Allowances for credit losses on trade receivables are recorded\n\nin “sales and operations expenses” in our Consolidated Statements of Income. We generally do not\n\nrequire any security or collateral to support our receivables.\n\nAnnex C-15\n\nDerivative Financial Instruments\n\nThe Group buys and sells derivative financial instruments in order to manage and reduce the\n\nexposure to the risk of exchange rate fluctuations. The Group deals only with high quality financial\n\ninstitutions. Under IFRS 9, financial instruments may only be classified as hedges when the\n\neffectiveness of the hedging relationship at inception and throughout the life of the hedge can be\n\ndemonstrated and documented. Derivatives not designated as hedging instruments mainly consist of\n\nput, forward buying and selling contracts that we use to hedge intercompany transactions and other\n\nmonetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.\n\nWe recognize gains and losses on these contracts, as well as the related costs in the financial\n\nincome (expense), net, along with the foreign currency gains and losses on monetary assets and\n\nliabilities.\n\nIn accordance with amendment to IFRS 7—Financial instruments: Disclosures, financial instruments\n\nare presented in three categories based on a hierarchical method used to determine their fair value:\n\n•Level 1: fair value calculated using quoted prices in an active market for identical assets and\n\nliabilities;\n\n•Level 2: fair value calculated using valuation techniques based on observable market data\n\nsuch as prices of similar assets and liabilities or parameters quoted in an active market;\n\n•Level 3: fair value calculated using valuation techniques based wholly or partially on\n\nunobservable inputs such as prices in an active market or a valuation based on multiples for\n\nunlisted companies.\n\nCash and cash equivalents and Investment securities\n\nCash and cash equivalents include cash on hand, demand deposits, money market funds and other\n\nhighly liquid investments with a remaining maturity at the date of purchase of three months or less, or\n\nwith a maturity of more than three months that can be early withdrawn without significant penalty or\n\nforegoing of interest, for which the risk of changes in value is considered to be insignificant.\n\nWe hold investments in marketable securities, including term deposits with banks, not meeting the\n\ncash equivalents definition. We classify marketable securities as either available-for-sale or held-to-\n\nmaturity investments, depending on whether we have the positive intent and ability to hold them to\n\nmaturity.\n\nOur available-for-sale marketable investments are carried at estimated fair value with any unrealized\n\ngains and losses, net of taxes, included in accumulated other comprehensive income in\n\nstockholders' equity.\n\nOur held-to-maturity marketable investments are carried at amortized cost, and are subject to\n\nimpairment assessments. Interest income generated from held-to-maturity investments is recorded\n\nas financial income.\n\nWe also invest in nonmarketable securities, consisting mainly of private equity investments, which\n\nare classified as equity investments and reported within Other noncurrent financial assets. Equity\n\ninvestments without a readily determinable fair value that do not qualify for the practical expedient to\n\nestimate fair value based on net asset value are recorded at cost, less impairment.\n\nEmployee Benefits\n\nDepending on the laws and practices of the countries in which the Group operates, employees may\n\nbe entitled to compensation when they retire or to a pension following their retirement. For state-\n\nmanaged plans and other defined contribution plans, we recognize them as expenses when they\n\nbecome payable, our commitment being limited to our contributions.\n\nAnnex C-16\n\nIn accordance with IAS 19, the liability with respect to defined benefit plans is estimated using the\n\nprojected unit credit method. Under this method, each period of service gives rise to an additional\n\nunit of benefit entitlement and each unit is valued separately to obtain the final obligation. The final\n\namount of the liability is then discounted.\n\nIn 2021, the IFRS IC issued a decision on the methodology for calculating the employee benefits and\n\nthe vesting period. In its decision, the IFRS IC concludes, in this case, that no right is acquired in the\n\nevent of departure before retirement age and that the commitment must only be recognized over the\n\nlast years of the career of the employees concerned. This decision had no impact on the Group.\n\nThe main assumptions used to calculate the liability are:\n\n•discount rate;\n\n•future salary increases; and\n\n•employee turnover.\n\nService costs are recognized in the income statement and are allocated by function.\n\nFinance costs are presented as part of “Financial income (expense)” in the Consolidated Statement\n\nof Income.\n\nActuarial gains and losses are recognized in other comprehensive income. Actuarial gains and\n\nlosses arise as a result of changes in actuarial assumptions or experience adjustments (differences\n\nbetween the previous actuarial assumptions and what has actually occurred).\n\nProvisions\n\nThe Group recognizes provisions in accordance with IAS 37—Provisions, Contingent Liabilities and\n\nContingent Assets, if the following three conditions are met:\n\n•the Group has a present obligation (legal or constructive) towards a third-party that arises\n\nfrom an event prior to the closing date;\n\n•it is probable that an outflow of resources embodying economic benefits will be required to\n\nsettle the obligation;\n\n•and the obligation amount can be estimated reliably.\n\nWith respect to litigation and claims that may result in a provision to be recognized, the Group\n\nexercises significant judgment in measuring and recognizing provisions or determining exposure to\n\ncontingent liabilities that are related to pending litigation or other outstanding claims. These judgment\n\nand estimates are subject to change as new information becomes available.\n\nRevenue recognition\n\nWe sell personalized display advertisements featuring product-level recommendations either directly\n\nto clients or to advertising agencies. We also provide technology to retailers and other companies in\n\nthe ad tech space which enables them to monetize on their advertising properties, or connect them\n\nto other players in the ad-tech industry.\n\nRevenue is recognized when control of the promised services is transferred to our clients, in an\n\namount that reflects the consideration we expect to be entitled to in exchange for those services.\n\nVariable consideration is included in the transaction price only to the extent that it is probable that a\n\nsignificant reversal of cumulative revenue recognized will not occur.\n\nWe determine revenue recognition by applying the following steps:\n\n•Identification of the contract, or contracts, with a customer;\n\nAnnex C-17\n\n•Identification of the performance obligations in the contract;\n\n•Determination of the transaction price;\n\n•Allocation of the transaction price to the performance obligations in the contract;\n\n•Recognition of revenue when, or as, we satisfy a performance obligations.\n\nOur pricing models include click- and impression-based pricing, and percentage of spend pricing.\n\nClick and impression based pricing model\n\nFor campaigns priced on a click or an impression basis, we bill our customers when a user clicks on\n\nan advertisement or an advertisement is displayed to a user. For these pricing models, we recognize\n\nrevenue at a point in time when a user clicks on an advertisement or an advertisement is displayed,\n\nas our performance obligation is the delivery of clicks or displays to the customer.\n\nPercentage of spend model\n\nFor campaigns priced on a percentage of spend basis, we bill our customers when customers buy\n\nand sell digital advertising inventory through our platform. For these pricing models, we recognize\n\nrevenue at a point in time when the transactions occur through our platform, as our performance\n\nobligation is to provide access to our platform to allow customers to buy and sell advertising\n\ninventory.\n\nWe also provide professional services to our customers, such as campaign management and billing\n\nand administrative services. Revenue for professional services is recognized over time as customers\n\nsimultaneously receive and consume the benefits of the services as they are performed.\n\nPrincipal versus Agent Considerations\n\nThe determination of whether we are acting as principle or agent requires judgment. We assess\n\nwhether we act as principal or agent based on whether we control the specified services or\n\nadvertising inventory before it is transferred to the customer. In making this determination, we\n\nconsider factors such as our level of control, responsibility for fulfillment, and discretion in\n\nestablishing prices. When we determine that we act as principal, we recognize revenue and related\n\ncosts incurred on a gross basis. When we act as an agent, we recognize revenue on a net basis.\n\nIn our Performance Media segment, we may act as principal or agent depending on the nature of the\n\ncontract. In our Retail Media segment we act primarily as agent.\n\nRebates and Incentives\n\nCriteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed\n\nincentives may represent payments to a customer directly related to entering into an agreement,\n\nwhich are capitalized and amortized over the expected life of the agreement on a straight-line basis.\n\nVariable incentives are calculated based on the expected amount to be provided to customers and\n\nrecognized as a reduction of revenue.\n\nContract Assets and Liabilities\n\nAnnex C-18\n\nContract assets are recognized when we do not yet have unconditional rights to payment. Contract\n\nliabilities are recognized when there is an obligation to transfer services to a customer. Contract\n\nassets and liabilities are presented on a net basis at the contract level. Contract assets and contract\n\nliabilities are not material to our consolidated financial statements, and changes in these balances\n\nduring the period were not significant.\n\nCost of revenue\n\nOur cost of revenue primarily includes traffic acquisition costs and other cost of revenue.\n\nTraffic Acquisition Costs consist primarily of purchases of impressions from publishers on a CPM\n\nbasis, incurred to generate our revenues, primarily for the Performance Media segment. We\n\npurchase impressions directly from publishers or third-party intermediaries, such as advertisement\n\nexchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed\n\nto publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as\n\ntrade payables.\n\nOther Cost of Revenue includes expenses related to depreciation of data center equipment, lease\n\ncost of data centers, cost of data purchased from third parties, digital taxes, and third-party hosting\n\nfees. The Company does not build or operate its own data centers and none of its Research and\n\nDevelopment employments are dedicated to revenue generating activities. As a result, we do not\n\ninclude the costs of such personnel in other cost of revenue.\n\nAdvertising and Promotional Expenses\n\nAdvertising costs are expensed when incurred and are included in marketing and sales expenses on\n\nthe consolidated statements of income. We incurred advertising expenses of €3.9 million, €1.7\n\nmillion, and €1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.\n\nShare capital\n\nOrdinary shares are classified as equity.\n\nEquity instruments are initially measured at the fair value of the cash or other resources received or\n\nreceivable, net of the direct costs of issuing the equity instruments.\n\nThe Group repurchases its ordinary shares through a share repurchase program approved by the\n\nboard of directors. The cost of shares repurchased is shown as a reduction to equity on the\n\nstatement of financial position. When treasury shares are sold, reissued, or retired, the amount\n\nreceived is reflected as an increase to equity based on a first-in first-out methodology, with any\n\nsurplus or deficit recorded within equity.\n\nShare-Based Compensation\n\nShares, employee share options and warrants are exclusively awarded to our employees or\n\ndirectors. As required by IFRS 2—Share-Based Payment , these awards are measured at their fair\n\nvalue on the date of grant. The fair value is calculated with the most relevant formula regarding the\n\nsettlement and the conditions of each plan.\n\nThe fair value is recorded in personnel expenses (allocated by function in the Consolidated\n\nStatement of Income) on a straight line basis over each milestone composing the vesting period with\n\na corresponding increase in shareholders’ equity.\n\nAnnex C-19\n\nAt each closing date, the Group re-examines the number of options likely to become exercisable. If\n\napplicable, the impact of the review of the estimate is recognized in the Consolidated Statement of\n\nIncome with a corresponding adjustment in equity.\n\nIncome Taxes\n\nThe Group elected to classify the French business tax, Cotisation sur la Valeur Ajoutée des\n\nEntreprises (“CVAE”), as an income tax in compliance with IAS 12—Income Taxes.\n\nThe French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to\n\nstimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid\n\nand the remaining portion (if any) can be refunded at the end of a three-fiscal year-period. The CIR is\n\ncalculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is\n\npresented as a deduction to “Research and development expenses” in the Consolidated Statement\n\nof Income. The Group has exclusively claimed R&D performed in France for purposes of the CIR.\n\nThe U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities\n\nin the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future\n\ntaxable income once all net operating losses and foreign tax credits have been used. It is not\n\nrefundable and as such, considered in the scope of IAS 12 - Income taxes as a component of\n\nincome tax expenses. We have exclusively claimed R&D performed in the U.S. for purposes of the\n\nU.S. Research Tax Credit.\n\nDeferred taxes are recorded on all temporary differences between the financial reporting and tax\n\nbases of assets and liabilities, and on tax losses, using the liability method. Differences are defined\n\nas temporary when they are expected to reverse within a foreseeable future. Only deferred tax\n\nassets may be recognized if, based on the projected taxable incomes within the next three years; the\n\nGroup determines that it is probable that future taxable profit will be available against which the\n\nunused tax losses and tax credits can be utilized.\n\nThe Group is within the scope of the OECD Pillar Two model rules. The Group applies the exception\n\nto recognizing and disclosing information about deferred tax assets and liabilities related to Pillar\n\nTwo income taxes, as provided in the amendments to IAS 12 issued in May 2023.\n\nThis determination requires many estimates and judgments by the management for which the\n\nultimate tax determination may be uncertain.\n\nIf future taxable profits are considerably different from those forecasted that support recording\n\ndeferred tax assets, the amount of deferred tax assets will be revised downwards or upwards, which\n\nwould have a significant impact on the net income.\n\nIn accordance with IAS 12 - Income taxes, tax assets and liabilities are not discounted. Amounts\n\nrecognized in the Consolidated Financial Statement are calculated at the level of each tax entity\n\nincluded in the consolidation scope.\n\nAnnex C-20\n\nUncertain Tax Positions\n\nWe recognize tax benefits from uncertain tax positions only if we believe that it is probable that the\n\ntax position will be sustained on examination by the taxing authorities based on the technical merits\n\nof the position. These uncertain tax positions include our estimates for transfer pricing that have\n\nbeen developed based upon analyses of appropriate arms-length prices.\n\nSimilarly, our estimates related to uncertain tax positions concerning research tax credits are based\n\non an assessment of whether our available documentation corroborating the nature of our activities\n\nsupporting the tax credits will be sufficient. Although we believe that we have adequately reserved for\n\nour uncertain tax positions (including net interest and penalties), we can provide no assurance that\n\nthe final tax outcome of these matters will not be materially different. We make adjustments to these\n\nreserves in accordance with the income tax accounting guidance when facts and circumstances\n\nchange, such as the closing of a tax audit or the refinement of an estimate. To the extent that the\n\nfinal tax outcome of these matters is different from the amounts recorded, such differences will affect\n\nthe provision for income taxes in the period in which such determination is made, and could have a\n\nmaterial impact on our financial condition and operating results.\n\nEarnings Per Share\n\nIn accordance with IAS 33—Earnings Per Share, basic earnings per share (“Basic EPS”) is\n\ncalculated by dividing the net income attributable to shareholders of the Parent Company, Criteo\n\nS.A., by the weighted average number of shares outstanding during the period. Diluted earnings per\n\nshare (\"Diluted EPS\") is calculated by dividing the net income attributable to shareholders of the\n\nParent company, Criteo S.A., by the weighted average number of shares outstanding, including the\n\ndilutive effect of share-based awards, during the period.\n\nReclassifications\n\nCertain prior period amounts have been reclassified to conform to the current period presentation.\n\nIn 2024, the Company changed the presentation of value-added tax (\"VAT\") receivables and\n\npayables within Other taxes in the Consolidated Statement of Financial Position from a gross to a net\n\npresentation. VAT receivables are netted with VAT payables within the same jurisdiction when there\n\nis a legal right to offset and the Company has the intent to settle on a net basis. For the fiscal year\n\nended December 31, 2023, this change resulted in a reclassification of 36.6 million euros\n\n(40.4 million dollars) between Other Taxes Receivables and Other Taxes Payable.\n\nAnnex C-21\n\nStandards and amendments applicable from January 1, 2025\n\nNo new standards or amendments had a significant impact on the Company's consolidated financial\n\nstatements as of December 31, 2025.\n\nStandards and amendments to be adopted but not yet applicable as of\n\nDecember 31, 2025\n\n•Amendments to IAS 9: Financial Instruments\n\n•IFRS 18: Presentation and Disclosure in Financial Statements\n\n•IFRS 19: Subsidiaries without Public Accountability - Disclosures\n\n•Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial\n\nInstruments\n\n•Annual Improvements – Volume 11\n\nAnnex C-22\n\nNote 3 – Critical accounting estimates and judgments\n\nCritical Accounting Policies and Estimates\n\nOur consolidated financial statements are prepared in accordance with IFRS. The preparation of\n\nour consolidated financial statements requires management to make estimates, assumptions\n\nand judgments that affect the reported amounts of revenue, assets, liabilities, costs and\n\nexpenses. We base our estimates and assumptions on historical experience and other factors\n\nthat we believe to be reasonable under the circumstances. We evaluate our estimates and\n\nassumptions on an ongoing basis. Our actual results may differ from these estimates.\n\nOn an on-going basis, management evaluates its estimates, primarily those related to: (1) \n\nrevenue recognition (2)  income taxes, (3) assumptions used in the valuation of long-lived\n\nassets including intangible assets, and goodwill, (4) assumptions surrounding the recognition\n\nand valuation of contingent liabilities and losses.\n\nIn January 2025, we completed an assessment of the useful lives of our servers and network\n\nequipment, resulting in a change in the estimated useful life of certain servers and network\n\nequipment from five to six years. This change in accounting estimate will be effective beginning\n\nfiscal year 2025. Refer to Note 14 - Property and Equipment.\n\nRevenue Recognition\n\nFor revenue generated from arrangements that involve purchasing inventory from media\n\nowners, there is significant judgment in evaluating whether we are the principal, and report\n\nrevenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment,\n\nwe consider if we obtain control of the specified goods or services before they are transferred to\n\nthe customer, as well as other indicators such as the determination of the party primarily\n\nresponsible for fulfillment of the promised service, inventory risk, and discretion in establishing\n\nprice. The assessment of whether we are considered the principal or the agent in a transaction\n\ncould impact our revenue and cost of revenue recognized in the consolidated statements of\n\nincome.\n\nFor additional information regarding revenue and the assumptions used for determining our\n\nrevenue recognition refer to the Section “Revenue Recognition” in note 2.\n\nIncome taxes\n\nWe are subject to income taxes in France and numerous foreign jurisdictions. We record\n\ndeferred taxes on all temporary differences between the financial reporting and tax bases of\n\nassets and liabilities, and on tax losses, using the liability method. The deferred tax assets are\n\nreviewed at each reporting date and are not recorded or reduced, if necessary, to the extent that\n\nthe related tax benefits are not probable of being realized.\n\nWe also recognize tax benefits from uncertain tax positions only if we believe that it is probable\n\nthat the tax position will be sustained on examination by the taxing authorities based on the\n\ntechnical merits of the position. These uncertain tax positions include our estimates for transfer\n\npricing that have been developed based upon analyses of appropriate arms-length prices.\n\nAnnex C-23\n\nSimilarly, our estimates related to uncertain tax positions concerning research and development\n\ntax credits are based on an assessment of whether our available documentation corroborating\n\nthe nature of our activities supporting the tax credits will be sufficient.\n\nValuation of Long-lived Assets including Goodwill, and Intangible Assets\n\nWe allocate the fair value of purchase consideration to the tangible assets acquired, liabilities\n\nassumed, and intangible assets acquired based on their estimated fair values. The excess of\n\nthe fair value of purchase consideration over the fair values of these identifiable assets and\n\nliabilities is recorded as goodwill to cash generating units based on the expected benefit from\n\nthe business combination. Such valuations require management to make significant estimates\n\nand assumptions, especially with respect to intangible assets.\n\nSignificant estimates in valuing certain intangible assets include, but are not limited to,\n\nestimated replacement costs and future expected cash flows from acquired users, acquired\n\ntechnology, acquired patents, and trade names from a market participant perspective, useful\n\nlives, and discount rates. Management's estimates of fair value are based upon assumptions\n\nbelieved to be reasonable, but which are inherently uncertain and unpredictable and, as a result,\n\nactual results may differ from estimates. Allocation of purchase consideration to identifiable\n\nassets and liabilities affects our amortization expense, as acquired finite-lived intangible assets\n\nare amortized over the useful life, whereas any indefinite-lived intangible assets, including\n\ngoodwill, are not amortized. During the measurement period, which is not to exceed one year\n\nfrom the acquisition date, we may record adjustments to the assets acquired and liabilities\n\nassumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement\n\nperiod, any subsequent adjustments are recorded to earnings.\n\nGoodwill is tested for impairment at the cash generating unit level annually or more frequently if\n\nevents or changes in circumstances would more likely than not reduce the fair value of a\n\nreporting unit below its carrying value. Goodwill has been allocated to segments using a relative\n\nfair value allocation approach.  As of December 31, 2025, no impairment of goodwill has been\n\nidentified.\n\nLong-lived assets, including property and equipment and finite-lived intangible assets are\n\nreviewed for possible impairment whenever events or circumstances indicate that the carrying\n\namount of such assets may not be recoverable. The evaluation is performed at the lowest level\n\nfor which identifiable cash flows are largely independent of the cash flows of other assets and\n\nliabilities. If the recoverable amount of an asset is lower than its carrying amount, the carrying\n\namount is written down to the recoverable amount by recording an impairment loss.\n\nContingent Losses and Liabilities\n\nWith respect to litigation, claims and non-income tax risks, that may result in a provision to be\n\nrecognized, we exercise significant judgment in measuring and recognizing provisions or\n\ndetermining exposure to contingent liabilities that are related to pending litigation, other\n\noutstanding claims and non income tax audits. These judgment and estimates are subject to\n\nchange as new information becomes available.\n\nAnnex C-24\n\nNote 4 – Significant Events and Transactions of the Period\n\nFrom time to time, the Company may initiate restructuring actions designed to improve operational\n\nefficiency, optimize its cost structure, and better align its workforce and operations with business\n\nneeds and strategic priorities. These actions may include workforce reductions and other\n\norganizational realignments intended to support the Company’s long-term objectives. The Company\n\nrecords employee severance and other termination costs that meet the requirements for recognition\n\nin accordance with the relevant guidance.\n\nRestructuring and Other Exit Costs 2025\n\nA summary of our Restructuring and Other Exit costs activity is presented as follows:\n\n(in thousands of euros)\n\nSalaries and other\n\nbenefits\n\nRestructuring liability as of January 1, 2025\n\n289\n\nRestructuring charge\n\n940\n\nAmounts paid\n\n(289)\n\nRestructuring liability as of December 31, 2025\n\n940\n\nDuring the year ended December 31, 2025, the Company implemented a cost-reduction plan\n\ndesigned to improve operating efficiency and align its cost structure with revenue levels. The\n\nCompany incurred approximately €0.9 million of restructuring costs during 2025 related to this plan,\n\nprimarily reflected within Sales and Operations expense.\n\nRestructuring 2024\n\nIn April 2024, we implemented several measures to pursue greater efficiency, including planned\n\nlayoffs to further reduce our company size by approximately 100 employees. Impacted employees in\n\nour sales, technology, and business groups were notified during April 2024 to July 2024. As of\n\nDecember 31, 2024, we have completed these employee layoffs. The Company incurred\n\nrestructuring costs of 7.8 million euros ($8.5 million) for the year ended December 31, 2024. The\n\nfollowing table summarizes those restructuring activities as of December 31, 2024 included in other\n\ncurrent liabilities on the balance sheet:\n\n(in thousands of euros)\n\nSalaries and other\n\nbenefits\n\nRestructuring liability as of January 1, 2024\n\n—\n\nRestructuring charge\n\n7,835\n\nAmounts paid\n\n(7,546)\n\nRestructuring liability as of December 31, 2024\n\n289\n\nFor the year ended December 31, 2024 €1.7 million was included in Research and Development\n\nexpenses, €4.6 million was included in General and Administrative expenses and €1.5 million was\n\nincluded in Sales and Operations.\n\nAnnex C-25\n\nNote 5 – Segment information\n\nReportable segments\n\nThe Company reports segment information based on the management approach. The\n\nmanagement approach designates the internal reporting used by management for making\n\ndecisions and assessing performance as the source of the Company's reportable segments.\n\nBeginning in the first quarter of 2024, the Company reports its results of operations through the\n\nfollowing two segments: Retail Media and Performance Media.\n\n•Retail Media: This segment encompasses revenue generated from brands, agencies\n\nand retailers for the purchase and sale of retail media digital advertising inventory and\n\naudiences, and services. \n\n•Performance Media: This segment encompass our targeting capabilities and supply and\n\nAdTech services.\n\nThe Company's CODM allocates resources to and assesses the performance of each operating\n\nsegment using information about Contribution ex-TAC, which is Criteo's segment profitability\n\nmeasure and reflects our gross profit plus other costs of revenue The CODM only reviews\n\nrevenues and corresponding TAC for each segment, and does not regularly review any other\n\nexpense nor financial information for our two segments.\n\nOur CODM is our CEO.\n\nThe following table shows revenue by reportable segment:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nRetail Media\n\n193,243\n\n238,713\n\n233,520\n\nPerformance Media\n\n1,609,233\n\n1,548,099\n\n1,487,794\n\nTotal Revenue\n\n1,802,476\n\n1,786,812\n\n1,721,314\n\nAnnex C-26\n\nThe following table shows Contribution ex-TAC by reportable segment and its reconciliation to\n\nthe Company’s Consolidated Statements of Operation:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nRetail Media\n\n188,115\n\n234,594\n\n229,813\n\nPerformance Media\n\n757,391\n\n801,895\n\n809,708\n\nTotal Contribution ex-TAC\n\n945,506\n\n1,036,489\n\n1,039,521\n\nOther costs of sales\n\n(146,250)\n\n(126,599)\n\n(109,654)\n\nGross profit\n\n799,256\n\n909,890\n\n929,867\n\nOperating expenses\n\nResearch and development expenses\n\n(225,358)\n\n(247,805)\n\n(250,721)\n\nSales and operations expenses\n\n(378,361)\n\n(349,402)\n\n(351,673)\n\nGeneral and administrative expenses\n\n(129,415)\n\n(165,123)\n\n(151,633)\n\nTotal Operating expenses\n\n(733,134)\n\n(762,330)\n\n(754,027)\n\nIncome from operations\n\n66,122\n\n147,560\n\n175,840\n\nFinancial and Other Income (Expense)\n\n(3,902)\n\n128\n\n(2,296)\n\nIncome before tax\n\n62,220\n\n147,688\n\n173,544\n\nAnnex C-27\n\nNote 6 – Financial risk management\n\nCredit risk\n\nThe maximum exposure to credit risk at the end of each reported period is represented by the\n\ncarrying amount of financial assets and summarized in the following table:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nInvestment securities\n\n20,403\n\n40,259\n\n39,780\n\nNoncurrent financial assets\n\n4,791\n\n4,170\n\n7,076\n\nTrade receivables\n\n701,887\n\n770,870\n\n495,396\n\nOther current assets\n\n135,244\n\n86,793\n\n71,936\n\nCash and cash equivalents\n\n304,040\n\n279,895\n\n291,028\n\nTotal\n\n1,166,365\n\n1,181,987\n\n905,216\n\nTrade receivables\n\nCredit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its\n\nobligations in due time. The Group performs internal ongoing credit risk evaluations of the\n\nclients. When a possible risk exposure is identified, the Group requires prepayments.\n\nFor each period presented, the aging of trade receivables and provisions for credit losses is as\n\nfollows:\n\n(In thousands of\n\neuros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nGross\n\nValue\n\n%\n\nProvision\n\n%\n\nGross\n\nValue\n\n%\n\nProvision\n\n%\n\nGross\n\nValue\n\n%\n\nProvision\n\n%\n\nNot yet due\n\n498,772\n\n67%\n\n(51)\n\n4%\n\n558,394\n\n70%\n\n(1,297)\n\n5%\n\n374,558\n\n72%\n\n(894)\n\n4%\n\n0-30 days\n\n140,478\n\n19%\n\n(1,304)\n\n-1%\n\n154,778\n\n19%\n\n(4,238)\n\n15%\n\n88,707\n\n17%\n\n(5,393)\n\n24%\n\n31-60 days\n\n32,347\n\n4%\n\n(383)\n\n1%\n\n35,932\n\n5%\n\n(230)\n\n1%\n\n19,597\n\n4%\n\n(164)\n\n1%\n\n61-90 days\n\n13,336\n\n2%\n\n(406)\n\n1%\n\n14,863\n\n2%\n\n(357)\n\n1%\n\n10,690\n\n2%\n\n(197)\n\n1%\n\n> 90 days\n\n56,243\n\n8%\n\n(37,095)\n\n95%\n\n34,445\n\n4%\n\n(21,420)\n\n78%\n\n23,881\n\n5%\n\n(15,389)\n\n70%\n\nTotal\n\n741,176\n\n100%\n\n(39,239)\n\n100%\n\n798,412\n\n100%\n\n(27,542)\n\n100%\n\n517,433\n\n100%\n\n(22,037)\n\n100%\n\nCash and Cash Equivalents and Investments securities\n\nCash and cash equivalents consist of cash on hand, demand deposits, money market funds and\n\nother highly liquid investments with a remaining maturity at the date of purchase of three months\n\nor less.\n\nWe hold investments in marketable securities, including term deposits with banks, not meeting\n\nthe cash equivalents definition.\n\nAnnex C-28\n\nMarket Risk\n\nForeign Currency Risk\n\nA 10% increase or decrease of the Pound Sterling, the U.S dollar, the Japanese yen or the\n\nBrazilian real against the euro would have impacted the Consolidated Statement of Income in\n\nEquity including non-controlling interests as follows:\n\n(In thousands of euros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nGBP/EUR\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\nNet income impact\n\n(67)\n\n67\n\n225\n\n(225)\n\n1,128\n\n(1,128)\n\n(In thousands of euros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nUSD/EUR\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\nNet income impact\n\n4,168\n\n(4,168)\n\n7,537\n\n(7,537)\n\n3,626\n\n(3,626)\n\n(In thousands of euros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nJPY/EUR\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\nNet income impact\n\n1,679\n\n(1,679)\n\n854\n\n(854)\n\n1,243\n\n(1,243)\n\n(In thousands of euros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nBRL/EUR\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\n10%\n\n(10)%\n\nNet income impact\n\n204\n\n(204)\n\n253\n\n(253)\n\n10\n\n(10)\n\nCounter Party Risk\n\nAs of December 31, 2025, we show a positive net cash position. Since 2012, we utilize a cash\n\npooling arrangement, reinforcing cash management centralization. Investment and financing\n\ndecisions are carried out by our internal central treasury function. We only deal with\n\ncounterparties with high credit ratings. In addition, under our Investment and Risk Management\n\nPolicy, our central treasury function ensures a balanced distribution between counterparties of\n\nthe investments, no matter the rating of such counterparty.\n\nAnnex C-29\n\nLiquidity Risk\n\nThe following tables disclose for each presented period the contractual cash flows of our\n\nfinancial liabilities and operating lease arrangements:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nCarrying\n\nvalue\n\nContractual\n\ncash flows\n\nLess than 1\n\nyear\n\n1 to 5 years\n\n5 years +\n\nFinancial liabilities\n\n3,137\n\n3,137\n\n3,067\n\n70\n\n—\n\nOperating lease liabilities\n\n105,612\n\n105,612\n\n31,464\n\n74,148\n\n—\n\nTrade payables\n\n760,208\n\n760,208\n\n760,208\n\n—\n\n—\n\nOther current liabilities\n\n257,434\n\n257,434\n\n257,434\n\n—\n\n—\n\nTotal\n\n1,126,391\n\n1,126,391\n\n1,052,173\n\n74,218\n\n—\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nCarrying\n\nvalue\n\nContractual\n\ncash flows\n\nLess than 1\n\nyear\n\n1 to 5 years\n\n5 years +\n\nFinancial liabilities\n\n3,266\n\n3,266\n\n2,980\n\n286\n\n—\n\nOperating lease liabilities\n\n97,901\n\n97,901\n\n23,768\n\n67,013\n\n7,120\n\nTrade payables\n\n773,962\n\n773,962\n\n773,962\n\n—\n\n—\n\nOther current liabilities\n\n171,808\n\n171,808\n\n171,808\n\n—\n\n—\n\nTotal\n\n1,046,937\n\n1,046,937\n\n972,518\n\n67,299\n\n7,120\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nCarrying\n\nvalue\n\nContractual\n\ncash flows\n\nLess than 1\n\nyear\n\n1 to 5 years\n\n5 years +\n\nFinancial liabilities\n\n9,876\n\n9,876\n\n9,876\n\n—\n\n—\n\nOperating lease liabilities\n\n117,952\n\n117,952\n\n28,447\n\n89,505\n\n—\n\nTrade payables\n\n481,668\n\n481,668\n\n481,668\n\n—\n\n—\n\nOther current liabilities\n\n166,226\n\n166,226\n\n166,226\n\n—\n\n—\n\nTotal\n\n775,722\n\n775,722\n\n686,217\n\n89,505\n\n—\n\nAnnex C-30\n\nNote 7 – Breakdown of Revenue and Non-Current Assets by Geographical\n\nAreas\n\nThe Company operates in the following three geographical markets:\n\n•Americas: North and South America;\n\n•EMEA: Europe, Middle-East and Africa; and\n\n•Asia-Pacific.\n\nThe following tables disclose the consolidated revenue for each geographical area for each of\n\nthe reported periods. Revenue by geographical area is based on the location of advertisers’\n\ncampaigns.\n\n(In thousands of euros)\n\nAmericas\n\nEMEA\n\nAsia-Pacific\n\nTotal\n\nDecember 31, 2023\n\n820,325\n\n621,897\n\n360,254\n\n1,802,476\n\nDecember 31, 2024\n\n824,514\n\n625,161\n\n337,137\n\n1,786,812\n\nDecember 31, 2025\n\n740,427\n\n644,272\n\n336,615\n\n1,721,314\n\nRevenue generated in France amounted to €78.5 million, €81.1 million and €92.7 million for the\n\nperiods ended December 31, 2025, 2024 and 2023, respectively.\n\nRevenue generated in other significant countries where the Group operates is presented in the\n\nfollowing table:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nAmericas\n\n820,325\n\n824,514\n\n740,427\n\nUnited States\n\n742,695\n\n741,722\n\n666,576\n\nEMEA\n\n621,897\n\n625,161\n\n644,272\n\nGermany\n\n185,048\n\n187,279\n\n183,703\n\nUnited Kingdom\n\n66,172\n\n78,055\n\n93,847\n\nAsia-Pacific\n\n360,254\n\n337,137\n\n336,615\n\nJapan\n\n200,705\n\n188,659\n\n195,710\n\nFor each reported period, noncurrent assets (corresponding to the net book value of tangible\n\nand intangible assets) are presented in the table below. The geographical information results\n\nfrom the locations of legal entities.\n\n(In thousands of\n\neuros)\n\nHolding\n\nAmericas\n\nof which\n\nEMEA\n\nAsia-Pacific\n\nof which\n\nTotal\n\nUnited\n\nStates\n\nJapan\n\nSingapore\n\nDecember 31, 2023\n\n180,493\n\n80,911\n\n80,777\n\n3,188\n\n13,582\n\n6,022\n\n6,954\n\n278,174\n\nDecember 31, 2024\n\n176,319\n\n65,741\n\n65,610\n\n2,938\n\n10,978\n\n4,709\n\n5,799\n\n255,976\n\nDecember 31, 2025\n\n173,156\n\n58,884\n\n58,935\n\n1,582\n\n12,051\n\n4,526\n\n6,894\n\n245,673\n\nAnnex C-31\n\nNote 8 – Share-Based Compensation\n\nShare-Based Compensation\n\nShare-based compensation expense recorded in the consolidated statements of operations was\n\nas follows: \n\n(In thousands of euros)\n\nDecember\n\n31, 2023\n\nDecember\n\n31, 2024\n\nDecember\n\n31, 2025\n\n  Research and Development\n\n(50,661)\n\n(37,738)\n\n(19,144)\n\n  Sales and Operations\n\n(18,502)\n\n(19,831)\n\n(17,147)\n\n  General and Administrative\n\n(20,692)\n\n(25,075)\n\n(15,145)\n\nTotal share-based compensation\n\n(89,855)\n\n(82,644)\n\n(51,436)\n\nTax benefit from stock-based compensation\n\n7,271\n\n5,012\n\n6,093.36313648036\n\nTotal share-based compensation, net of tax effect\n\n(82,584)\n\n(77,632)\n\n(45,343)\n\nFor the periods ended December 31, 2025 and 2024, the Company recognized €45.3 million\n\nand €77.6 million, respectively, of equity awards compensation expense, which consisted of\n\nshare-based compensation expense, net of €5.1 million and €3.7 million capitalized stock-based\n\ncompensation relating to internally developed software in 2025 and 2024, respectively.\n\nDuring the year ended December 31, 2025, the departures of the Company’s former Chief\n\nExecutive Officer and Chief Revenue Officer resulted in the forfeiture of unvested stock-based\n\ncompensation awards of both restricted and performance based awards. As a result, the\n\nCompany reversed €4.0 million of previously recognized stock-based compensation expense,\n\nwhich is reflected, respectively as a reduction of €3.0 million in General and Administrative\n\nexpense and a reduction of €1.0 million in Sales and Operations, for the year ended December\n\n31, 2025. The summary of the forfeitures by award type is presented in the tables below.\n\nThe breakdown of the equity award compensation expense by instrument type was as follows:\n\n(In thousands of euros)\n\nDecember\n\n31, 2023\n\nDecember\n\n31, 2024\n\nDecember\n\n31, 2025\n\nShare options\n\n(83)\n\n(42)\n\n—\n\nLock-up shares\n\n(30,719)\n\n(19,243)\n\n—\n\nRestricted stock units / Performance stock units\n\n(57,276)\n\n(61,675)\n\n(51,436)\n\nNon-employee warrants\n\n(1,777)\n\n(1,684)\n\n—\n\nTotal share-based compensation\n\n(89,855)\n\n(82,644)\n\n(51,436)\n\nTax benefit from stock-based compensation\n\n7,271\n\n5,012\n\n6,093\n\nTotal share-based compensation, net of tax effect\n\n(82,584)\n\n(77,632)\n\n(45,343)\n\nAnnex C-32\n\nStock Options\n\nStock options granted under the Company’s stock incentive plans generally vest over four\n\nyears, subject to the holder’s continued service through the vesting date and expire no later\n\nthan 10 years from the date of grant.\n\nOptions Outstanding\n\nNumber of Shares\n\nUnderlying\n\nOutstanding Options\n\nWeighted-Average\n\nExercise Price\n\nWeighted-Average\n\nRemaining\n\nContractual Term\n\n(Years)\n\nAggregate Intrinsic\n\nValue\n\n(in thousands)\n\nOutstanding - December 31,\n\n2024\n\n218,681\n\n€18.13\n\n4.5\n\n€3,841.0\n\nOptions granted\n\n—\n\nOptions exercised\n\n(111,156)\n\nOptions canceled\n\n(1,100)\n\nOptions expired\n\n(19,710)\n\nOutstanding - December 31,\n\n2025\n\n86,715\n\n€15.35\n\n4.0\n\n€244.0\n\nVested and exercisable -\n\nDecember 31, 2025\n\n86,715\n\nThe aggregate intrinsic value represents the difference between the exercise price of the\n\noptions and the fair market value of common stock on the date of exercise. No new stock\n\noptions were granted in the year ending December 31, 2025 and December 31, 2024. As of\n\nDecember 31, 2025, there is no unrecognized stock-based compensation expense related to\n\nunvested stock options.\n\nLock up shares\n\nOn August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as\n\nLock Up Shares or \"LUS\"), as partial consideration for the Iponweb Acquisition. As these shares\n\nare subject to a lock-up period that expires in three installments on each of the first three\n\nanniversaries of the Iponweb Acquisition, unless the vesting schedule changed or the Iponweb\n\nFounder's employment agreement was terminated under certain circumstances during the\n\nduration of the lock-up period. These shares were considered as share-based compensation\n\nunder IFRS 2 and were accounted over the three-year lock-up period. The share based\n\ncompensation expenses is included in Research and Development expenses on the\n\nConsolidated Statement of Income.\n\nThe shares were valued based on the Nasdaq weighted average share price.\n\nIn 2024, the Iponweb Founder’s employment agreement was terminated, resulting in the early\n\nexpiration of the three-year lock-up period.\n\nAs at December 31, 2025, the company had no compensation expense related to lock up\n\nshares anymore.\n\nAnnex C-33\n\nRestricted Stock Units and Performance Stock Units\n\nDuring the year ended December 31, 2025, the Company granted new equity under our current\n\nequity compensation plans, which was comprised of restricted stock units (“RSU”), and\n\nperformance-based RSU awards consisting of total shareholder return (“TSR”) and performance\n\nvesting conditions (“PSU”) to the Company’s senior executives.\n\nRestricted Stock Units\n\nRestricted stock units generally vest over four years, subject to the holder’s continued service\n\nand/or certain performance conditions through the vesting date. In the following tables, exercise\n\nprices, grant date share fair values and fair value per equity instruments are provided in euros,\n\nas the Company is incorporated in France and the euro is the currency used for the grants. The\n\ngrant date fair value is determined by the Company Nasdaq share price the day prior to the\n\ngrant.\n\nShares (RSU)\n\nWeighted-Average Grant\n\ndate Fair Value Per Share\n\nOutstanding as of December 31, 2024\n\n4,422,434\n\n€30.48\n\nGranted\n\n2,465,484\n\n25.79\n\nVested\n\n(1,831,852)\n\n27.02\n\nForfeited\n\n(537,369)\n\n30.17\n\nOutstanding as of December 31, 2025\n\n4,518,697\n\n€29.33\n\nThe RSUs are subject to a vesting period of four years, over which the expense is recognized\n\non a straight-line basis. A total of 2,465,484 shares have been granted under this plan in the\n\nyear 2025, with a weighted-average grant-date fair value of €25.79.\n\nAt December 31, 2025, the Company had unrecognized stock-based compensation relating to\n\nrestricted stock of approximately €69.9 million, which is expected to be recognized over a\n\nweighted-average period of 3.1 years.\n\nAnnex C-34\n\nPerformance Stock Units\n\nPerformance stock units are subject to either a performance condition or a market condition.\n\nPerformance stock units subject to non-market condition\n\nAwards that are subject to a performance condition, are earned based on internal financial\n\nperformance metrics measured by Contribution ex-TAC. A total of 217,239 shares have been\n\ngranted at target under two plans with a vesting period of three years. The target shares are\n\nsubject to a range of vesting from 0% to 200% based on the performance of internal financial\n\nmetrics, for a maximum number of shares of 434,478.\n\nThe grant-date fair value is determined based on the fair-value of the shares at the grant date.\n\nThe weighted average grant-date fair value of those plans is €25.02 per share for a total fair\n\nvalue of approximately €5.4 million, to be expensed on a straight-line basis over the respective\n\nvesting period. The number of shares granted, vesting and outstanding subject to performance\n\nconditions is as follows:\n\nShares (PSU)\n\nWeighted-Average\n\nGrant date Fair\n\nValue Per Share\n\nOutstanding as of December 31, 2024\n\n836,008\n\n€29.62\n\nGranted\n\n217,239\n\n25.02\n\nPerformance share adjustment\n\n(38,264)\n\nVested\n\n(322,701)\n\n29.54\n\nForfeited\n\n(250,143)\n\n30.68\n\nOutstanding as of December 31, 2025\n\n442,139\n\n€28.22\n\nAt December 31, 2025, the Company had unrecognized stock-based compensation relating to\n\nrestricted stock of approximately €3.4 million, which is expected to be recognized over a\n\nweighted-average period of 2.6 years.\n\nAnnex C-35\n\nPerformance stock units subject to market condition\n\nAwards that are subject to a market condition are earned based on the Company’s total\n\nshareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions.\n\nA total of 217,239 shares have been granted at target under this plan, to be earned in two equal\n\ntranches over a term of two and three years, respectively. The target shares are subject to a\n\nrange of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number\n\nof shares of 434,478. The grant-date fair value is approximately €11.0 million, to be expensed\n\non a straight-line basis over the respective vesting period.\n\nThe grant-date fair value was determined based on a Monte-Carlo valuation model using the\n\nfollowing key assumptions:\n\nExpected volatility of the Company\n\n40.33%\n\nExpected volatility of the benchmark\n\n77.41%\n\nRisk-free rate\n\n3.95%\n\nExpected dividend yield\n\n—%\n\nThe number of shares granted, vested and outstanding subject to market conditions is as\n\nfollows:\n\nShares (TSR)\n\nWeighted-Average\n\nGrant date Fair\n\nValue Per Share\n\nOutstanding as of December 31, 2024\n\n259,138\n\n€45.38\n\nGranted\n\n217,239\n\n50.47\n\nVested\n\n—\n\nForfeited\n\n(162,994)\n\n46.82\n\nOutstanding as of December 31, 2025\n\n313,383\n\n€48.15\n\nAs of December 31, 2025, the Company had unrecognized stock-based compensation related\n\nto performance stock units based on market conditions of €10.2 million, which is expected to be\n\nrecognized over a weighted-average period of 1.8 years.\n\nModification of Performance Stock Units\n\nOn December 22, 2025, the Board of Directors approved modifications to the vesting terms of\n\ncertain outstanding and unvested performance stock units (\"PSUs\")  previously granted.\n\nThe modification of non-market performance stock units amended the performance targets to\n\nallow for additional awards to vest, subject to three-year service period. Under IFRS 2, this was\n\nconsidered a beneficial modification and resulted in 0,3 million d’euros (0,4 million de dollars)\n\nincremental compensation expense. The fair value of the modified performance awards was\n\nestimated using the closing stock price on the date of modification.\n\nAnnex C-36\n\nThe modification of market performance conditioned performance stock units (\"TSR PSUs\")\n\nreplaced the market performance condition with non-market performance conditions to be\n\ndetermined at a later date, subject to three-year service period. Under IFRS 2, this was\n\nconsidered a beneficial modification and resulted in incremental compensation expense of €0.3\n\nmillion or $0.4 million, of which an immaterial amount was recognized during year-end\n\nDecember 31, 2025. The incremental fair value of the modified awards was measured as the\n\ndifference between the fair value of the modified award and the fair value of the original award\n\nas of the modification date.\n\nNonemployee warrants\n\nNonemployee warrants generally vest over four years, subject to the holder’s continued service\n\nthrough the vesting date. Stock options granted under the Company’s stock incentive plans\n\ngenerally vest over four years, subject to the holder’s continued service through the vesting date\n\nand expire no later than 10 years from the date of grant.\n\nShares\n\nWeighted-\n\nAverage Grant\n\ndate Fair Value\n\nPer Share\n\nWeighted-\n\nAverage\n\nRemaining\n\nContractual\n\nTerm (Years)\n\nAggregate\n\nIntrinsic Value\n\n(in thousands)\n\nOutstanding - December 31, 2024\n\n159,897\n\n€16.2\n\n3.60\n\n€3,122.5\n\nGranted\n\n—\n\nExercised\n\n—\n\nCanceled\n\n—\n\nExpired\n\n—\n\nOutstanding - December 31, 2025\n\n159,897\n\n€16.2\n\n2.60\n\n€1,150\n\nVested and exercisable - December 31, 2025\n\n159,897\n\nThe aggregate intrinsic value represents the difference between the exercise price of the\n\nnonemployee warrants and the fair market value of common stock on the date of exercise.\n\nDuring the period ended December 31, 2025, the weighted-average exercise price of\n\nnonemployee warrants is €25.25.\n\nNo new stock nonemployee warrants were granted in the year ending December 31, 2025 and\n\nDecember 31, 2024. As of December 31, 2025, all instruments have fully vested.\n\nAnnex C-37\n\nNote 9 – Financial and other Income and Expenses\n\nThe Consolidated Statements of Income line item “Financial income (expense)” can be broken\n\ndown as follows:\n\n(In thousands of euros)\n\nDecember 31, 2023\n\nDecember 31, 2024\n\nDecember 31, 2025\n\nFinancial income from cash equivalents\n\n4,316\n\n9,299\n\n5,004\n\nInterest and fees\n\n(2,075)\n\n(1,686)\n\n(2,178)\n\nInterest on leases\n\n(1,719)\n\n(2,341)\n\n(2,974)\n\nInterest income (expense) on contingencies\n\n(263)\n\n—\n\n—\n\nDiscounting impact\n\n(4,890)\n\n(1,633)\n\n—\n\nForeign exchange gain / (loss)\n\n(6,882)\n\n(2,626)\n\n(1,962)\n\nOther financial income (expense)\n\n7,611\n\n(885)\n\n(186)\n\nTotal financial and other income (expense)\n\n(3,902)\n\n128\n\n(2,296)\n\nThe €(2.3) million euros financial and other expense for the period ended December 31, 2025\n\nwas mainly driven by interest income, partially offset by the recognition of a negative impact of\n\nforeign exchange, including end of year non-cash marked to market, the interests on leases and\n\nthe financial expense relating to our €407 million available Revolving Credit Facility (“RCF”).\n\nThe €0.1 million financial and other expense for the period ended December 31, 2024 was\n\nmainly driven by interest income, partially offset by the recognition of a negative impact of\n\nforeign exchange, including end of year non-cash marked to market, the accretion of earn-out\n\nliability related to the Iponweb acquisition and the financial expense relating to our €407 million\n\navailable Revolving Credit Facility (“RCF”).\n\nThe €(3.9) million financial and other expense for the period ended December 31, 2023 was\n\nmainly driven by proceeds from disposal of non consolidated investments fully offset by the\n\nrecognition of a negative impact of foreign exchange, the accretion of earn-out liability related to\n\nIponweb acquisition and interests expense relating to our €407 million available Revolving\n\nCredit Facility (RCF). \n\nAnnex C-38\n\nNote 10 – Provision for Income Taxes\n\nBreakdown of Income Taxes\n\nThe Consolidated Statement of Income line item “Provision for income taxes” can be broken\n\ndown as follows:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nCurrent income tax provision\n\n40,368\n\n60,834\n\n55,049\n\nDeferred income tax provision\n\n(23,620)\n\n(25,860)\n\n(8,639)\n\nProvision for income taxes\n\n16,748\n\n34,974\n\n46,410\n\nReconciliation between the Effective and Nominal Tax Expense\n\nThe following table shows the reconciliation between the effective and nominal tax expense at\n\nthe nominal standard French rate of 25.8% (excluding additional contributions):\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nIncome before taxes\n\n62,220\n\n147,688\n\n173,544\n\nTheoretical group tax rates\n\n25.82%\n\n25.82%\n\n25.82%\n\nNominal tax expense (benefit)\n\n16,065\n\n38,133\n\n44,809\n\n(Increase) Decrease in tax expense arising from :\n\nFrench Research Tax Credit, Crédit d’Impôt Recherche (“CIR”)\n\n(2,197)\n\n(1,672)\n\n(1,475)\n\nShared-based compensation, net of tax deductions\n\n8,103\n\n2,140\n\n(857)\n\nChanges in Unrecognized Tax Benefit\n\n—\n\n—\n\n9,166\n\nNon-tax deductible provision from loss contingency on regulatory\n\nmatters (see Note 25)\n\n(5,127)\n\n—\n\n—\n\nNon deductible expenses\n\n4,873\n\n7,161\n\n3,847\n\nNon recognition of deferred tax assets\n\n806\n\n333\n\n623\n\nUtilization or recognition of previously unrecognized tax losses\n\n(1,627)\n\n(5,397)\n\n(9,342)\n\nOther Taxes Presented as Income Taxes\n\n1,473\n\n1,143\n\n8,366\n\nIncome eligible to reduced taxation rate (1)\n\n(4,180)\n\n(5,355)\n\n(7,991)\n\nEffect of different tax rates\n\n(467)\n\n342\n\n(1,509)\n\nOther differences\n\n(974)\n\n(1,854)\n\n773\n\nProvision for income taxes\n\n16,748\n\n34,974\n\n46,410\n\nEffective tax rate\n\n26.9%\n\n23.7%\n\n26.7%\n\n(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology\n\nroyalties income\n\nAnnex C-39\n\nIn December 2021, the Organization for Economic Cooperation and Development (OECD)\n\nreleased Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of\n\na minimum rate of 15% for multinational companies with consolidated revenue above\n\n€750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation\n\nto adopt a minimum effective tax rate. As of December 31, 2025 and 2024, the adoption of Pillar\n\nTwo resulted in an impact of €0.6 million and €2.8 million recognized in Provision for income\n\ntaxes within the Consolidated Statement of Operations. The Company will continue to assess\n\nthe ongoing impact of Pillar Two as additional guidance becomes available. The Company has\n\napplied the temporary exception introduced by the amendments to IAS 12 related to the OECD\n\nPillar Two model rules and, accordingly, does not recognize or disclose deferred tax assets or\n\nliabilities arising from Pillar Two income taxes.\n\nOn July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant\n\nchanges to both US domestic and international tax provisions. The legislation did not have a\n\nmaterial impact on our income tax expense for the year ended December 31, 2025 and did not\n\nhave a material impact on our effective income tax rate.\n\nAnnex C-40\n\nDeferred Tax Assets and Liabilities\n\nThe following table shows the changes in the major sources of deferred tax assets and\n\nliabilities:\n\n(in thousands of euros)\n\nDefined\n\nBenefit\n\nObligation\n\nTax losses\n\nIntangible\n\n& Tangible\n\nassets**\n\nOther*\n\nLimitation\n\nof Deferred\n\nTax Assets\n\nDeferred\n\nTax\n\nPosition\n\nBalance at January 1, 2023\n\n899\n\n20,111\n\n(352)\n\n35,636\n\n(29,195)\n\n27,099\n\nRecognized in profit or loss\n\n135\n\n(3,137)\n\n17,167\n\n8,276\n\n1,104\n\n23,545\n\nRecognized in other comprehensive\n\nincome\n\n(69)\n\n—\n\n—\n\n—\n\n42\n\n(27)\n\nChange in scope\n\n—\n\n—\n\n—\n\n(995)\n\n995\n\n—\n\nCurrency translation adjustments\n\n—\n\n29\n\n(406)\n\n(1,221)\n\n94\n\n(1,504)\n\nTransfer\n\n—\n\n—\n\n(188)\n\n188\n\n—\n\n—\n\nBalance at December 31, 2023\n\n965\n\n17,003\n\n16,221\n\n41,884\n\n(26,960)\n\n49,113\n\nRecognized in profit or loss\n\n400\n\n(2,498)\n\n24,423\n\n555\n\n2,970\n\n25,850\n\nRecognized in other comprehensive\n\nincome\n\n51\n\n—\n\n—\n\n—\n\n(240)\n\n(189)\n\nCurrency translation adjustments\n\n5\n\n304\n\n518\n\n2,769\n\n551\n\n3,493\n\nTransfer\n\n(117)\n\n—\n\n2,058\n\n(1,942)\n\n11\n\n10\n\nBalance at December 31, 2024\n\n1,304\n\n14,809\n\n43,220\n\n43,266\n\n(23,668)\n\n78,277\n\nRecognized in profit or loss\n\n840\n\n(395)\n\n433\n\n(1,561)\n\n9,322\n\n8,639\n\nRecognized in other comprehensive\n\nincome\n\n(142)\n\n—\n\n—\n\n191\n\n(30)\n\n19\n\nCurrency translation adjustments\n\n(39)\n\n(1,781)\n\n(866)\n\n(3,672)\n\n(1,761)\n\n(8,119)\n\nTransfer\n\n—\n\n—\n\n2,828\n\n(2,828)\n\n—\n\n—\n\nBalance at December 31, 2025\n\n1,963\n\n12,633\n\n45,615\n\n35,396\n\n(16,137)\n\n78,816\n\n*Other deferred tax assets and liabilities are mainly comprised of research tax credits and employee\n\nrelated-payables.\n\n**Includes Section 174 expense capitalization\n\nThe Company mainly has net operating loss carryforwards in the U.S. for €31.3 million in\n\nvarious states, which begin to expire in 2031 and net operating loss carryforwards in the United\n\nKingdom for €26.9 million which have no expiration date. The company has €5.2 million of state\n\nR&D tax credits which can be carry-forward indefinitely.\n\nUtilization of our net operating loss and tax credit carryforwards in the US may be subject to\n\nannual limitations due to the ownership change limitations provided by the IRS Code 382 and\n\nsimilar state provisions. Such annual limitations could result in the expiration of the net operating\n\nloss and tax credit carryforwards before their utilization.\n\nAs of December 31, 2025, we have not provided deferred taxes on unremitted earnings related\n\nto foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and\n\ndo not expect to incur any significant taxes related to such amounts.\n\nAnnex C-41\n\nUncertain Tax Positions\n\nIn 2025, the Group recognized current income tax of €9.2 million related to uncertain tax\n\npositions and has cumulatively recorded liabilities of €26.9 million for uncertain tax positions at\n\nDecember 31, 2025, none of which are reasonably expected to be resolved within 12 months.\n\nDuring the year ended December 31, 2025, the Company recorded an unrecognized tax benefit\n\nof approximately €7.4 million related to certain income tax positions associated with stock-based\n\ncompensation, based on management’s evaluation of the relevant facts and circumstances as\n\nof December 31, 2025, in accordance with IAS 12.\n\nThe ultimate resolution of uncertain tax positions depends on the interpretation of applicable tax\n\nlaws and regulations and may be affected by future developments, including examination\n\noutcomes, changes in facts and circumstances, or the expiration of applicable statutes of\n\nlimitations. Management evaluates uncertain tax positions based on the relevant risks, facts,\n\nand circumstances existing at each reporting date and believes that the recorded liabilities\n\nadequately reflect these uncertainties. Actual outcomes may differ from management’s\n\nestimates and could affect the Company’s effective income tax rate in future periods.\n\nThe Company files income tax returns in France, the United States (at the federal and state\n\nlevels), and various other foreign jurisdictions, and is subject to income tax examinations by tax\n\nauthorities in these jurisdictions. The Company is currently under examination in France for the\n\n2022 and 2023 tax years. Other tax years and jurisdictions remain subject to examination under\n\napplicable statutes of limitations. \n\nAnnex C-42\n\nNote 11 – Categories of Financial Assets and Liabilities\n\nFinancial Assets\n\nThe following schedules disclose our financial assets categories for the presented periods:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nLoans and\n\nreceivables\n\nFair value\n\nMarketable securities\n\n20,403\n\n—\n\n20,403\n\nNon current financial assets\n\n4,791\n\n4,791\n\n4,791\n\nTrade receivables, net of allowances\n\n701,887\n\n701,887\n\n701,887\n\nOther current assets\n\n135,244\n\n135,244\n\n135,244\n\nRestricted cash * (of which €67.9m current)\n\n67,873\n\n—\n\n67,873\n\nCash and cash equivalents\n\n304,040\n\n—\n\n304,040\n\nTotal\n\n1,234,238\n\n841,922\n\n1,234,238\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nLoans and\n\nreceivables\n\nFair value\n\nMarketable Securities\n\n40,259\n\n—\n\n40,259\n\nNon current financial assets\n\n4,170\n\n4,170\n\n4,170\n\nTrade receivables, net of allowances\n\n770,870\n\n770,870\n\n770,870\n\nOther current assets\n\n86,793\n\n86,793\n\n86,793\n\nRestricted cash\n\n241\n\n—\n\n241\n\nCash and cash equivalents\n\n279,895\n\n—\n\n279,895\n\nTotal\n\n1,182,228\n\n861,833\n\n1,182,228\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nLoans and\n\nreceivables\n\nFair value\n\nMarketable Securities\n\n39,780\n\n—\n\n39,780\n\nNon current financial assets\n\n7,076\n\n7,076\n\n7,076\n\nTrade receivables, net of allowances\n\n495,396\n\n495,396\n\n495,396\n\nOther current assets\n\n71,936\n\n71,936\n\n71,936\n\nRestricted cash\n\n273\n\n—\n\n273\n\nCash and cash equivalents\n\n291,028\n\n—\n\n291,028\n\nTotal\n\n905,489\n\n574,408\n\n905,489\n\n* As part of the Iponweb Acquisition, we had deposited $100.0 million of cash into an escrow account containing withdrawal conditions. The cash\n\nsecures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which was subject to the achievement of\n\ncertain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During the years ended December 31, 2023 and 2024, the\n\ncompany settled earn-out payment of €20.2 million and €52.3 million respectively.\n\nFinancial Liabilities\n\nAnnex C-43\n\nThe following schedules disclose our financial liabilities categories for the presented periods:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nFair value\n\nFinancial liabilities\n\n3,137\n\n3,137\n\nincluding derivative instruments\n\n2,304\n\n2,304\n\nTrade Payables\n\n760,208\n\n760,208\n\nOther current liabilities\n\n257,434\n\n257,434\n\nTotal\n\n1,020,779\n\n1,020,779\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nFair value\n\nFinancial liabilities\n\n3,266\n\n3,266\n\nincluding derivative instruments\n\n2,943\n\n2,943\n\nTrade Payables\n\n773,962\n\n773,962\n\nOther current liabilities\n\n171,808\n\n171,808\n\nTotal\n\n949,036\n\n949,036\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nCarrying\n\nValue\n\nFair value\n\nFinancial liabilities\n\n9,876\n\n9,876\n\nincluding derivative instruments\n\n9,666\n\n9,666\n\nTrade Payables\n\n481,668\n\n481,668\n\nOther current liabilities\n\n166,226\n\n166,226\n\nTotal\n\n657,770\n\n657,770\n\nAnnex C-44\n\nNote 12 – Goodwill\n\nGoodwill allocated to the two reportable segments and the changes in the carrying amount for\n\nthe years ended December 31, 2025 and 2024 were as follows:\n\n(In thousands of euros)\n\nPerformance Media\n\nRetail Media\n\nTotal\n\nBalance at January 1, 2024\n\n336,917\n\n137,468\n\n474,385\n\nCurrency translation adjustment\n\n15,471\n\n6,057\n\n21,528\n\nBalance at December 31, 2024\n\n352,388\n\n143,525\n\n495,913\n\n- Gross value at end of period\n\n352,388\n\n143,525\n\n495,913\n\nBalance at January 1, 2025\n\n352,388\n\n143,525\n\n495,913\n\nCurrency translation adjustment\n\n(28,580)\n\n(11,302)\n\n(39,882)\n\nBalance at December 31, 2025\n\n323,808\n\n132,223\n\n456,031\n\n- Gross value at end of period\n\n323,808\n\n132,223\n\n456,031\n\nAs at December 31, 2025, 2024 and 2023, the Company did not recognize any goodwill\n\nimpairment as the recoverable value of the cash generating unit exceeded significantly its\n\ncarrying value.\n\nAnnex C-45\n\nNote 13 – Intangible assets\n\nChanges in net book value during the presented periods are summarized below:\n\n(In thousands of euros)\n\nInternally\n\ndeveloped\n\nsoftware\n\nTechnology\n\nand customer\n\nrelationships\n\nIntangible in\n\nProgress\n\nTotal\n\nBalance at January 1, 2024\n\n19,383\n\n85,816\n\n58,500\n\n163,699\n\nAdditions to intangible assets\n\n5,671\n\n—\n\n42,279\n\n47,950\n\nDisposals\n\n(1,175)\n\n(2,625)\n\n(1,829)\n\n(5,629)\n\nAmortization and impairment expense\n\n(23,275)\n\n(32,216)\n\n—\n\n(55,491)\n\nCurrency translation adjustment\n\n800\n\n930\n\n777\n\n2,507\n\nTransfer into service\n\n40,706\n\n—\n\n(40,980)\n\n(274)\n\nBalance at December 31, 2024\n\n42,110\n\n51,905\n\n58,747\n\n152,762\n\nGross value at end of period\n\n121,119\n\n239,018\n\n58,747\n\n418,884\n\nAccumulated amortization and impairment at\n\nend of period\n\n(79,009)\n\n(187,113)\n\n—\n\n(266,122)\n\nBalance at January 1, 2025\n\n42,110\n\n51,905\n\n58,747\n\n152,762\n\nAdditions to intangible assets\n\n17,918\n\n—\n\n42,612\n\n60,530\n\nDisposals\n\n(1,178)\n\n—\n\n(817)\n\n(1,995)\n\nAmortization and impairment expense\n\n(45,987)\n\n(32,794)\n\n—\n\n(78,781)\n\nCurrency translation adjustment\n\n(1,807)\n\n(1,674)\n\n(1,163)\n\n(4,644)\n\nTransfer into service\n\n51,616\n\n—\n\n(52,391)\n\n(775)\n\nBalance at December 31, 2025\n\n62,672\n\n17,437\n\n46,988\n\n127,097\n\nGross value at end of period\n\n185,216\n\n226,186\n\n46,986\n\n458,388\n\nAccumulated amortization and impairment at\n\nend of period\n\n(122,544)\n\n(208,747)\n\n—\n\n(331,291)\n\nAdditions to internally developed software consist mainly of capitalization of internally developed\n\ninternal-use software technology.\n\nImpairment expense of €2.2 million ($2.5 million) and €5.3 million ($5.7 million) have been\n\nrecognized for the years ended December 31, 2025 and 2024 in Research and Development\n\nExpense in the Consolidated Statement of Operations. No material impairment expense was\n\nrecognized during the year ended December 31,2023.\n\nDuring the year ended December 31, 2025, the Company recorded accelerated amortization of\n\n$7.9 million (€7.0 million) and a nonrecurring impairment charge of $0.9 million (€0.8 million)\n\nrelated to internally developed intangible assets following Alphabet Inc.'s decision not to\n\ndeprecate third-party cookies in Chrome.\n\nThe average life of software is 3 years. The average life of technology and customer\n\nrelationships is between 3 and 9 years.\n\nAnnex C-46\n\nNote 14 – Property and Equipment\n\nChanges in net book value during the presented periods are summarized below:\n\n(In thousands of euros)\n\nFixtures\n\nand fittings\n\nFurniture and\n\nequipment\n\nConstruction\n\nin progress\n\nTotal\n\nBalance at January 1, 2024\n\n9,030\n\n63,295\n\n42,150\n\n114,475\n\nAdditions to tangible assets\n\n3,328\n\n22,788\n\n94\n\n26,210\n\nDisposal of tangible assets\n\n—\n\n(2,028)\n\n—\n\n(2,028)\n\nDepreciation expense\n\n(2,836)\n\n(35,192)\n\n—\n\n(38,028)\n\nCurrency translation adjustments\n\n167\n\n1,589\n\n829\n\n2,585\n\nTransfer into service\n\n1,567\n\n40,663\n\n(42,230)\n\n—\n\nBalance at December 31, 2024\n\n11,256\n\n91,115\n\n843\n\n103,214\n\nGross value at end of period\n\n19,952\n\n277,352\n\n843\n\n298,147\n\nAccumulated depreciation at end of period\n\n(8,696)\n\n(186,237)\n\n—\n\n(194,933)\n\nBalance at January 1, 2025\n\n11,256\n\n91,115\n\n843\n\n103,214\n\nAdditions to tangible assets\n\n2,160\n\n38,644\n\n9,933\n\n50,737\n\nDisposal of tangible assets\n\n(57)\n\n(493)\n\n—\n\n(550)\n\nDepreciation and impairment expense\n\n(3,225)\n\n(26,236)\n\n—\n\n(29,461)\n\nCurrency translation adjustments\n\n(433)\n\n(4,548)\n\n(383)\n\n(5,364)\n\nTransfer into service\n\n49\n\n217\n\n(266)\n\n—\n\nBalance at December 31, 2025\n\n9,750\n\n98,699\n\n10,127\n\n118,576\n\nGross value at end of period\n\n20,843\n\n269,831\n\n10,127\n\n300,801\n\nAccumulated depreciation at end of period\n\n(11,093)\n\n(171,132)\n\n—\n\n(182,225)\n\nNote 15 – Marketable Securities\n\nAs of December 2025, €39.8 million of investments were classified as Marketable Securities as\n\nthey do not meet the cash and cash equivalent criteria and are accounted for using the\n\namortized cost model. Management has the intent to hold the investments maturity and collect\n\ninterest income. The interest income was not material as of December 31, 2025.\n\nThe fair value approximates the carrying amount of the securities given the nature of the term\n\ndeposit and the maturity of the expected cash flows. The term deposit is considered a level 2\n\nfinancial instrument as it is measured using valuation techniques based on observable market\n\ndata.\n\nAnnex C-47\n\nNote 16 - Leases\n\nThe Company has entered into operating lease agreements primarily for data centers and\n\noffices throughout the world with lease periods expiring between 2026 and 2036.\n\nThe components of lease expense are as follows:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nDepreciation and impairment expense\n\n14,729\n\n20,149\n\n34,878\n\nInterest expense\n\n685\n\n1,035\n\n1,720\n\nShort term lease expense\n\n588\n\n39\n\n627\n\nVariable lease expense\n\n742\n\n69\n\n811\n\nSublease income\n\n(852)\n\n—\n\n(852)\n\nTotal\n\n15,892\n\n21,292\n\n37,184\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nDepreciation and impairment expense\n\n12,690\n\n21,527\n\n34,217\n\nInterest expense\n\n888\n\n1,454\n\n2,342\n\nShort term lease expense\n\n878\n\n—\n\n878\n\nVariable lease expense\n\n1,406\n\n162\n\n1,568\n\nSublease income\n\n(1,292)\n\n—\n\n(1,292)\n\nTotal\n\n14,570\n\n23,143\n\n37,713\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nDepreciation and impairment expense\n\n13,580\n\n15,669\n\n29,249\n\nInterest expense\n\n1,328\n\n1,646\n\n2,974\n\nShort term lease expense\n\n422\n\n—\n\n422\n\nVariable lease expense\n\n1,339\n\n142\n\n1,481\n\nSublease income\n\n(881)\n\n—\n\n(881)\n\nTotal\n\n15,788\n\n17,457\n\n33,245\n\nAnnex C-48\n\nThe right of use asset is compromised of the following items:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nGross Book\n\nValue\n\nAmortization\n\nand\n\nDepreciation\n\nNet\n\nOffices\n\n93,313\n\n(37,673)\n\n55,640\n\nData Centers\n\n109,313\n\n(64,572)\n\n44,741\n\nTotal\n\n202,626\n\n(102,245)\n\n100,381\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nGross Book\n\nValue\n\nAmortization\n\nand\n\nDepreciation\n\nNet\n\nOffices\n\n107,860\n\n(50,941)\n\n56,919\n\nData Centers\n\n125,113\n\n(87,737)\n\n37,376\n\nTotal\n\n232,973\n\n(138,678)\n\n94,295\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nGross Book\n\nValue\n\nAmortization\n\nand\n\nDepreciation\n\nNet\n\nOffices\n\n127,607\n\n(62,947)\n\n64,660\n\nData Centers\n\n145,755\n\n(98,175)\n\n47,580\n\nTotal\n\n273,362\n\n(161,122)\n\n112,240\n\nChanges in net book value during the presented periods are summarized below:\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nNet value as of January 1, 2024\n\n55,641\n\n44,740\n\n100,381\n\nNew contracts/modifications to existing contracts\n\n13,298\n\n13,629\n\n26,927\n\nDepreciation\n\n(12,691)\n\n(21,527)\n\n(34,218)\n\nImpairment\n\n—\n\n—\n\n—\n\nCurrency translation adjustments\n\n671\n\n534\n\n1,205\n\nNet value as of December 31, 2024\n\n56,919\n\n37,376\n\n94,295\n\nNew contracts/modifications to existing contracts\n\n23,629\n\n27,703\n\n51,332\n\nDepreciation\n\n(13,580)\n\n(15,669)\n\n(29,249)\n\nCurrency translation adjustments\n\n(2,308)\n\n(1,830)\n\n(4,138)\n\nNet value as of December 31, 2025\n\n64,660\n\n47,580\n\n112,240\n\nAnnex C-49\n\nThe lease liability is composed of the following:\n\nDecember 31, 2023\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nLong term lease liabilities\n\n47,474\n\n26,674\n\n74,148\n\nShort term lease liabilities\n\n10,125\n\n21,338\n\n31,463\n\nTotal\n\n57,599\n\n48,012\n\n105,611\n\nDecember 31, 2024\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nLong term lease liabilities\n\n47,828\n\n26,305\n\n74,133\n\nShort term lease liabilities\n\n9,812\n\n13,956\n\n23,768\n\nTotal\n\n57,640\n\n40,261\n\n97,901\n\nDecember 31, 2025\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\nLong term lease liabilities\n\n53,955\n\n35,550\n\n89,505\n\nShort term lease liabilities\n\n12,615\n\n15,832\n\n28,447\n\nTotal\n\n66,570\n\n51,382\n\n117,952\n\nAs of December 31, 2025, the future minimum lease payments were as follows:\n\n(In thousands of euros)\n\nOffices\n\nData Centers\n\nTotal\n\n2026\n\n13,209\n\n15,238\n\n28,447\n\n2027\n\n16,541\n\n17,889\n\n34,430\n\n2028\n\n14,121\n\n13,383\n\n27,504\n\n2029\n\n11,664\n\n6,678\n\n18,342\n\n2030\n\n8,862\n\n503\n\n9,365\n\n2031 and after\n\n7,952\n\n384\n\n8,335\n\nTotal future lease payments\n\n72,349\n\n54,075\n\n126,423\n\nLess Imputed Interest\n\n(5,778)\n\n(2,693)\n\n(8,471)\n\nTotal lease liability balance\n\n66,571\n\n51,382\n\n117,952\n\nAs of December 31, 2025, we have additional leases, for offices and data centers, that have not\n\nyet commenced which will result in additional operating lease liabilities and right of use assets of\n\napproximately €21.9 million and €21.9 million respectively. These operating leases will\n\ncommence in 2026.\n\nAnnex C-50\n\nNote 17 - Trade Receivables\n\nThe following table shows the breakdown in trade receivables net book value for the presented\n\nperiods:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nTrade accounts receivables\n\n741,126\n\n798,413\n\n517,433\n\nLess provision for credit losses\n\n(39,239)\n\n(27,543)\n\n(22,037)\n\nNet book value at end of period\n\n701,887\n\n770,870\n\n495,396\n\nChanges in allowance for doubtful accounts are summarized below:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nBalance at beginning of period\n\n(44,818)\n\n(39,239)\n\n(27,543)\n\nProvision for doubtful accounts\n\n(13,106)\n\n(11,931)\n\n(10,199)\n\nReversal of provision\n\n17,977\n\n24,670\n\n13,766\n\nCurrency translation adjustment\n\n708\n\n(1,043)\n\n1,939\n\nBalance at end of period\n\n(39,239)\n\n(27,543)\n\n(22,037)\n\nAccounts receivable balances are written-off once the receivables are no longer deemed\n\ncollectible.\n\nCredit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its\n\nobligations in due time. We perform internal ongoing credit risk evaluations of our clients. When\n\na possible risk exposure is identified, we require prepayments or impair Customer credit.\n\nDuring 2025, a large US retailer – that is a customer primarily in our Performance Media\n\nsegment – experienced financial difficulty and subsequently filed for bankruptcy. As of year end\n\n2025, the Company recorded a full allowance for €5.2 million ($5.9 million) for the related\n\nreceivables.\n\nAs of December 31, 2025, and 2024, no customer accounted for 10% or more of our gross\n\naccounts receivables.\n\nNote 18 – Other Current Assets\n\nThe following table shows the breakdown in other current assets net book value for the\n\npresented periods:\n\nAnnex C-51\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nPrepayments to suppliers\n\n6,786\n\n10,585\n\n3,279\n\nEmployee-related receivables\n\n880\n\n153\n\n689\n\nTaxes receivables\n\n98,905\n\n51,866\n\n48,542\n\nOther debtors\n\n4,107\n\n5,442\n\n5,927\n\nIndemnification assets\n\n593\n\n—\n\n—\n\nPrepaid expenses\n\n23,973\n\n18,747\n\n13,499\n\nGross book value at end of period\n\n135,244\n\n86,793\n\n71,936\n\nNet book value at end of period\n\n135,244\n\n86,793\n\n71,936\n\nNote 19 – Cash and Cash Equivalents\n\nConsolidated Statement of the Financial Position\n\nThe following table presents for each reported period, the breakdown of cash and cash\n\nequivalents:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nInterest-bearing bank deposits\n\n45,995\n\n37,772\n\n154,710\n\nCash equivalents\n\n258,045\n\n242,123\n\n136,318\n\nTotal Cash & cash equivalents\n\n304,040\n\n279,895\n\n291,028\n\nThe short-term investments included investments in money market funds and interest–bearing\n\nbank deposits which met IFRS 7 — Statement of Cash Flow criteria: short-term, highly liquid\n\ninvestments, for which the risks of changes in value are considered to be insignificant.\n\nInterest-bearing bank deposits are considered level 2 financial instruments as they are\n\nmeasured using valuation techniques based on observable market data. For the cash and cash\n\nequivalents, the fair value approximates the carrying amount, given the nature of the cash and\n\ncash equivalents and the maturity of the expected cash flows.\n\nConsolidated Statement of Cash Flow\n\nThe breakdown of cash & cash equivalents presented in the Consolidated Statement of Cash\n\nFlow can be reconciled with the financial statement position as follows:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nCash & cash equivalents\n\n304,040\n\n279,895\n\n291,028\n\nNet cash and cash equivalents\n\n304,040\n\n279,895\n\n291,028\n\nAnnex C-52\n\nNote 20 – Common shares\n\nThe Group manages its capital to ensure that entities in the Company will be able to continue as\n\na going concern while maximizing the return to shareholders through the optimization of the\n\ndebt and equity balance.\n\nOur capital structure consists of financial liabilities (net debt) and equity (issued capital,\n\nreserves, retained earnings and non-controlling interests).\n\nThe Group is not subject to any externally imposed capital requirements.\n\nChange in Number of Shares\n\nChange in number of shares\n\nNumber of ordinary shares\n\nBalance at January 1, 2024\n\n55,765,091\n\nof which Common stock\n\n61,165,663\n\nof which Treasury stock\n\n(5,400,572)\n\nIssuance of shares under share option and free share plans (1)\n\n(3,420,824)\n\nTreasury shares issued for RSU vesting\n\n2,366,158\n\nTreasury shares issued for LUS vesting\n\n1,953,761\n\nTreasury shares retired (1)\n\n3,590,000\n\nShare repurchase program\n\n(5,976,764)\n\nBalance at December 31, 2024\n\n54,277,422\n\nof which Common stock\n\n57,744,839\n\nof which Treasury stock\n\n(3,467,417)\n\nIssuance of shares under share option and free share plans (2)\n\n(2,084,944)\n\nTreasury shares issued for RSU vesting\n\n2,157,390\n\nTreasury shares retired (2)\n\n2,195,000\n\nShare repurchase program\n\n(5,393,002)\n\nBalance at December 31, 2025\n\n51,151,866\n\nof which Common stock\n\n55,659,895\n\nof which Treasury stock\n\n(4,508,029)\n\n(1) Approved by the Board of Directors on April 25 and December 5, 2024\n\n(2) Approved by the Board of Directors on December 8, 2025\n\nAnnex C-53\n\nNote 21 – Earnings Per Share\n\nBasic Earnings Per Share\n\nThe Group calculates basic earnings per share by dividing the net income for the period\n\nattributable to shareholders of the Parent company by the weighted average number of shares\n\noutstanding.\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nNet income attributable to shareholders of Criteo S.A.\n\n44,175\n\n109,812\n\n122,910\n\nWeighted average number of shares outstanding\n\n56,170,658\n\n54,817,136\n\n52,934,526\n\nBasic earnings per share\n\n0.79 €\n\n2.00 €\n\n2.32 €\n\nDiluted Earnings Per Share\n\nDiluted EPS considers the impact of potentially dilutive shares not yet issued from share-based\n\ncompensation plans. There were no other potentially dilutive instruments outstanding as of\n\nDecember 31, 2025, 2024 and 2023. Consequently all potential dilutive effects from shares are\n\nconsidered.\n\nFor each period presented, a contract to issue a certain number of shares (i.e., stock options\n\nand nonemployee warrants) was assessed as potentially dilutive, if it was “in the money” (i.e.,\n\nthe exercise or settlement price is lower than the average market price).\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nNet income attributable to shareholders of Criteo S.A.\n\n44,175\n\n109,812\n\n122,910\n\nWeighted average number of shares outstanding of Criteo\n\nS.A.\n\n56,170,658\n\n54,817,136\n\n52,934,526\n\nDilutive effect of :\n\n3,084,564\n\n2,328,272\n\n262,021\n\n- Restricted share awards\n\n2,934,019\n\n2,159,752\n\n250,625\n\n- Share options (OSA) and BSPCE\n\n98,384\n\n113,656\n\n10,309\n\n- Share warrants\n\n52,161\n\n54,864\n\n1,087\n\nWeighted average number of shares outstanding used to\n\ndetermine diluted earnings per share\n\n59,255,222\n\n57,145,408\n\n53,196,547\n\nDiluted earnings per share\n\n0.75 €\n\n1.92 €\n\n2.31 €\n\nAnnex C-54\n\nNote 22 – Employee Benefits\n\nDefined Benefit Plans\n\nAccording to the French law and the Syntec Collective Agreement, French employees are\n\nentitled to compensation paid on retirement, equal to up to twelve months of their salary based\n\non term of employment.\n\nThe following table summarizes the changes in the projected benefit obligation:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nDefined Benefit Obligation present value - Beginning of\n\nperiod\n\n3,633\n\n3,739\n\n4,544\n\nService cost\n\n371\n\n458\n\n694\n\nFinance cost\n\n149\n\n146\n\n177\n\nActuarial losses (gains)\n\n(414)\n\n201\n\n(550)\n\nDefined Benefit Obligation present value - End of period\n\n3,739\n\n4,544\n\n4,865\n\nThe Company does not hold any plan assets for any of the periods presented.\n\nThe reconciliation of the changes in the present value of projected benefit obligation with the\n\nConsolidated Statement of Income for the presented periods is illustrated in the following table:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nService cost\n\n(371)\n\n(458)\n\n(694)\n\n- Research and development expense\n\n(243)\n\n(305)\n\n(384)\n\n- Sales and operations expense\n\n45\n\n29\n\n(90)\n\n- General and administrative expense\n\n(173)\n\n(182)\n\n(220)\n\nFinance cost\n\n(149)\n\n(146)\n\n(177)\n\n- Finance income (expense)\n\n(149)\n\n(146)\n\n(177)\n\nActuarial (losses) gains\n\n414\n\n(201)\n\n550\n\n- Other comprehensive (loss) income\n\n414\n\n(201)\n\n550\n\nThe main assumptions used for the purposes of the actuarial valuations are listed below:\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nDiscount rate (Corp AA)\n\n3.9%\n\n3.9%\n\n4.5%\n\nExpected rate of salary increase\n\n7.0%\n\n7.0%\n\n7.0%\n\nExpected rate of social charges\n\n48%\n\n49%\n\n50%\n\nEstimated retirement age\n\nCompany based\n\ntable\n\nCompany based\n\ntable\n\nCompany based\n\ntable\n\nLife table\n\nTH-TF\n\n2000-2002\n\nshifted\n\nTH-TF\n\n2000-2002\n\nshifted\n\nTH-TF\n\n2000-2002\n\nshifted\n\nStaff turnover assumptions\n\nCompany\n\nhistorical table\n\nCompany\n\nhistorical table\n\nCompany\n\nhistorical table\n\nAnnex C-55\n\nDefined Contribution Plans\n\nThe Company also provides qualified defined contribution plans primarily in France, the United\n\nStates, and the United Kingdom. The most significant of these plans is the 401(k) Plan, which\n\ncovers eligible U.S. employees. Employees can contribute to the plans a specified percentage\n\nof their eligible compensation, subject to matching contributions from the Company on behalf of\n\nthe eligible employee. The following table shows the Company's agreed contributions, reported\n\nin the Consolidated Statement of Operations for the period.\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nDefined contributions plans included in personnel expenses\n\n(16,598)\n\n(17,616)\n\n(17,758)\n\nNote 23 – Financial Liabilities\n\nThe Company holds derivative financial instruments in order to manage and reduce exposure to\n\nthe risk of exchange rate fluctuations.\n\nThe changes in current and non-current financial liabilities during the periods ended December\n\n31, 2025 are illustrated in the following schedules:\n\n(In thousands of euros)\n\nDecember 31,\n\n2024\n\nNew borrowings\n\nRepayments\n\nChange in scope\n\nOther\n\nCurrency translation\n\nadjustment\n\nDecember 31,\n\n2025\n\nOther financial liabilities\n\n286\n\n—\n\n(71)\n\n—\n\n(215)\n\n—\n\n—\n\nNon current portion\n\n286\n\n—\n\n(71)\n\n—\n\n(215)\n\n—\n\n—\n\nOther financial liabilities\n\n37\n\n—\n\n—\n\n—\n\n215\n\n(42)\n\n210\n\nDerivatives\n\n2,943\n\n6,723\n\n—\n\n—\n\n—\n\n9,666\n\nCurrent portion\n\n2,980\n\n6,723\n\n—\n\n—\n\n215\n\n(42)\n\n9,876\n\nOther financial liabilities\n\n323\n\n—\n\n(71)\n\n—\n\n—\n\n(42)\n\n210\n\nDerivatives\n\n2,943\n\n6,723\n\n—\n\n—\n\n—\n\n—\n\n9,666\n\nTotal\n\n3,266\n\n6,723\n\n(71)\n\n—\n\n—\n\n(42)\n\n9,876\n\nAnnex C-56\n\nWe are party to several revolving credit facilities with third-party financial institutions. Our loans\n\nand RCF agreements are presented in the table below:\n\nDate\n\nNominal/\n\nAuthorized\n\namounts (in\n\nthousands of\n\neuros)\n\nAmount drawn\n\nBalance as of\n\nDecember 31, 2025                   \n\n(in thousands of euros)\n\nInterest rate\n\nSettlement date\n\nBank syndicate RCF -\n\nCriteo SA\n\nSeptember 1, 2022\n\n407,000\n\n—\n\n407,000\n\nFloating rate :\n\nEURIBOR/\n\nSOFR + margin\n\ndepending on\n\nleverage ratio\n\nSeptember\n\n2027\n\nOther short-term lines of\n\ncredit\n\n21,500\n\n—\n\n21,500\n\nEURIBOR\n\nThe Bank Syndicate Revolving Line of Credit (RCF) is an unsecured sustainability-linked facility,\n\nsubject to financial and nonfinancial covenants linked to our sustainability goals. As of year-end\n\nDecember 31, 2025, and 2024, we were in compliance with the required covenants.\n\nOn November 17, 2023, we updated certain terms of our €407.0 million syndicated credit facility\n\nto a €407.0 million sustainability-linked credit facility, the framework for which was provided for\n\nin the initial credit facility agreement. Certain terms and conditions of the amended credit facility\n\nare now linked to our sustainability goals to increase the representation of women in tech roles\n\nand reduce our GHG emissions, while the rest of the credit facility agreement remains\n\nunchanged.\n\nAs of December 31, 2025, and 2024, no amounts have been drawn or are outstanding under\n\nthe revolving credit facility.\n\nWe are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP\n\nParibas and LCL with an authorization to draw up to a maximum of €21.5 million in the\n\naggregate under the short-term credit lines and overdraft facilities. As of December 31, 2025, we\n\nhad not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities\n\nbear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these\n\nfacilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to\n\nterminate such facilities on short notice.\n\nAnnex C-57\n\nNote 24 – Net debt\n\nThe company net debt is calculated by offsetting the cash and cash equivalents from the\n\nfinancial liabilities.\n\nAs shown in note 6 and 19, the market risk is monitored by management, who define the\n\nmanagement policy regarding the consolidated net debt in terms of liquidity, interest rates,\n\nexchange rates and counterparty risk for the upcoming months and analyzes the previous\n\nevents (realized transactions, financial results).\n\nThe following tables show the maturity and allocation by currency of our financial liabilities and\n\ncash and cash equivalents.\n\nNet debt by maturity\n\n(In thousands of euros)\n\nCarrying\n\nvalue\n\nMaturity\n\n2026\n\n2027\n\n2028\n\n2029\n\n2030\n\nOther financial liabilities\n\n210\n\n210\n\n—\n\n—\n\n—\n\n—\n\nDerivatives\n\n9,666\n\n9,666\n\n—\n\n—\n\n—\n\n—\n\nFinancial liabilities\n\n9,876\n\n9,876\n\n—\n\n—\n\n—\n\n—\n\nCash and cash equivalents\n\n291,028\n\n291,028\n\n—\n\n—\n\n—\n\n—\n\nNet financial debt\n\n(281,152)\n\n(281,152)\n\n—\n\n—\n\n—\n\n—\n\nNet debt by currency\n\n(In thousands of euros)\n\nCarrying\n\nvalue\n\nCurrency\n\nEUR\n\nGBP\n\nUSD\n\nJPY\n\nOthers\n\nOther financial liabilities\n\n210\n\n196\n\n—\n\n14\n\n—\n\n—\n\nDerivatives\n\n9,666\n\n9,666\n\n—\n\n—\n\n—\n\n—\n\nFinancial liabilities\n\n9,876\n\n9,862\n\n—\n\n14\n\n—\n\n—\n\nCash and cash equivalents\n\n291,028\n\n114,810\n\n1,873\n\n141,398\n\n16,499\n\n16,448\n\nNet financial debt\n\n(281,152)\n\n(104,948)\n\n(1,873)\n\n(141,384)\n\n(16,499)\n\n(16,448)\n\nAnnex C-58\n\nNote 25 – Contingencies\n\nThe change in contingencies is detailed in the following table:\n\n(In thousands of euros)\n\nProvision for\n\nemployee related\n\nlitigation\n\nProvision for tax\n\nrelated litigation\n\nOther provisions\n\nTotal\n\nBalance at January 1, 2024\n\n370\n\n29,970\n\n1,582\n\n31,922\n\nCharges\n\n723\n\n—\n\n—\n\n723\n\nProvision used\n\n(186)\n\n—\n\n—\n\n(186)\n\nProvision released not used\n\n(39)\n\n—\n\n(637)\n\n(676)\n\nCurrency translation adjustments\n\n(14)\n\n—\n\n10\n\n(4)\n\nBalance at December 31, 2024\n\n854\n\n29,970\n\n955\n\n31,779\n\nCharges\n\n113\n\n2,887\n\n6,509\n\n9,509\n\nProvision reversed not used\n\n(331)\n\n—\n\n—\n\n(331)\n\nCurrency translation adjustments\n\n(37)\n\n(770)\n\n(237)\n\n(1,044)\n\nOther\n\n—\n\n(13,398)\n\n—\n\n(13,398)\n\nBalance at December 31, 2025\n\n599\n\n18,689\n\n7,227\n\n26,515\n\nof which current\n\n599\n\n28\n\n7,227\n\n7,854\n\nLegal and Regulatory Matters\n\nFollowing a complaint from Privacy International against a number of advertising technology\n\ncompanies with certain data protection authorities, including in France, France's Commission\n\nNationale de l'Informatique et des Libertés (the \"CNIL\") opened a formal investigation in January\n\n2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged\n\nEuropean Union's General Data Protection Regulation (\"GDPR\") violations but reduced the\n\nfinancial sanction against Criteo from the original amount of €60 million ($70.5 million) to\n\n€40 million ($47.0 million). Criteo issued the required sanction payment during the third quarter\n\nof 2023. The decision relates to past matters and does not include any obligation for Criteo to\n\nchange its current practices. Criteo has appealed this decision before the French Council of\n\nState (Conseil d’Etat).\n\nAs previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al.\n\nin the US District Court for the Northern District of California) alleging violations of various state\n\nand federal laws. In the third quarter of 2025, the Company agreed to settle the matter for\n\n$7.0 million, subject to court approval. In January 2026, the court denied approval of the\n\nproposed settlement.\n\nThe Company continues to engage in discussions with the plaintiffs and GoodRx to address the\n\nJudge’s requests and re-file the settlement agreement. Based on management's assessment of\n\nthe underlying facts and circumstances, including the status of settlement discussions and the\n\nindemnification arrangement with GoodRx, the Company recognized an estimated probable loss\n\n$7.0 million (€6.0 million) within “Contingencies-current portion” as of December 31, 2025. \n\nGoodRx has agreed to indemnify Criteo for $5.5 million (€4.7 million) in connection with this\n\nmatter, and the Company recognized an indemnification receivable of $5.5 million (€4.7 million)\n\nwithin “Prepaid expenses and other current assets”. The resulting estimated net probable loss of\n\nAnnex C-59\n\n$1.5 million (€1.3 million) was recognized within “General and administrative expenses” in the\n\nCompany’s consolidated statement of operations for the year ended December 31, 2025. The\n\nresults of legal proceedings are inherently uncertain and it is reasonably possible that the\n\nultimate loss may differ from our estimate.\n\nOn July 9, 2025, a putative class action was filed against the Company, CVS and others in the\n\nU.S. District Court for the Central District of California, alleging violations of various laws\n\nregarding sensitive health and personal information. On October 27, 2025, the action was\n\ndismissed with respect to the Company. On November 7, 2025, a second amended putative\n\nclass action complaint was filed against the Company, CVS and others in the U.S. District Court\n\nfor the Central District of California, again alleging violations of various laws regarding sensitive\n\nhealth and personal information. The plaintiffs seek damages and injunctive relief. We dispute\n\nthe allegations of wrongdoing and intend to defend ourselves vigorously in these matters. On\n\nJanuary 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are\n\ncurrently engaged in mediation.\n\nOn October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in\n\nthe U.S. District Court for the District of Delaware. The complaint was served to the Company\n\non October 21, 2025. The plaintiffs seek damages and injunctive relief. We dispute the\n\nallegations of wrongdoing and intend to defend ourselves vigorously in these matters.\n\nNon income tax risks\n\nDuring the year ended December 31, 2025,  management reassessed the provision related to\n\ncertain non-income tax matters, reducing the balance from €29.9 million to €18.7 million. These\n\nrisks were initially identified and recognized as part of the Iponweb Acquisition in 2022. In\n\naccordance with the purchase agreement relating to the acquisition, the Company is indemnified\n\nagainst specific tax risks, and as such, an indemnification asset has been recorded. The\n\nindemnification asset is recorded as part of \"Other noncurrent assets\" on the consolidated\n\nstatement of financial position. \n\nNote 26 – Other current liabilities\n\nOther current liabilities are presented in the following table:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nClients’ prepayments\n\n23,421\n\n9,275\n\n3,945\n\nCredit notes\n\n21,099\n\n30,743\n\n31,356\n\nEmployee-related payables\n\n102,522\n\n105,140\n\n95,795\n\nOther taxes payables\n\n60,327\n\n18,433\n\n13,632\n\nAccounts payable relating to capital expenditures\n\n3,028\n\n1,692\n\n15,426\n\nEarn-out liability - current portion\n\n45,653\n\n241\n\n—\n\nOther creditors\n\n1,375\n\n4,590\n\n2,850\n\nDeferred revenue\n\n9\n\n1,694\n\n3,222\n\nTotal\n\n257,434\n\n171,808\n\n166,226\n\nAnnex C-60\n\nAccounts payable relating to capital expenditures are primarily related to the purchase of\n\ndatacenter equipment.\n\nNote 27 – Commitments and contingencies\n\nPurchase Obligations\n\nAs of December 31, 2025, the Group had €58.2 million of other non-cancellable contractual\n\nobligations, primarily related to software licenses, maintenance and bandwidth for the servers.\n\nNote 28 – Expenses by nature\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nTraffic acquisition costs\n\n(856,970)\n\n(750,323)\n\n(681,793)\n\nEmployee benefits\n\n(500,903)\n\n(490,725)\n\n(479,778)\n\nDepreciation and amortization expenses\n\n(92,137)\n\n(93,518)\n\n(108,242)\n\nShare-based compensation expenses\n\n(89,855)\n\n(82,644)\n\n(51,638)\n\nLease expenses\n\n(34,878)\n\n(34,217)\n\n(29,249)\n\nOther operating expenses\n\n(161,611)\n\n(187,825)\n\n(194,774)\n\nTotal expenses\n\n(1,736,354)\n\n(1,639,252)\n\n(1,545,474)\n\nAnnex C-61\n\nNote 29 – Related Parties\n\nThe Executive Officers as of December 31, 2025 were:\n\n•Michael Komasinski - Chief Executive Officer\n\n•Sarah Glickman - Chief Financial Officer and Principal Accounting Officer\n\n•Ryan Damon - Chief Legal and Transformation Officer\n\nTotal compensation for the Executive Officers, including social contributions, is summarized in\n\nthe following table:\n\n(In thousands of euros)\n\nDecember 31,\n\n2023\n\nDecember 31,\n\n2024\n\nDecember 31,\n\n2025\n\nShort-term benefits (1) (2)\n\n(2,930)\n\n(5,310)\n\n(4,375)\n\nShare-based compensation (2)\n\n(9,074)\n\n(13,729)\n\n(4,197)\n\nTotal\n\n(12,004)\n\n(19,039)\n\n(8,572)\n\n(1) Wages, bonuses and other compensations\n\n(2) Including former officers departed during the year ended December 31, 2025\n\nFor the year ended December 31, 2025, 2024 and 2023, there were no material related party\n\ntransactions.\n\nNote 30 – Subsequent Events\n\nShare Repurchase Program extension\n\nOn February 6, 2026, the Board of Directors approved an increase to the Company’s share\n\nrepurchase program for the Company’s outstanding American Depositary Shares. As of\n\nFebruary 6, 2026, following this approval, the remaining authorization under the program was up\n\nto $200 million. The Company intends to use repurchased shares under this program primarily\n\nto satisfy employee equity plan vesting in lieu of issuing new shares, which would limit future\n\ndilution to shareholders, and may also use such shares in connection with potential acquisition\n\ntransactions.\n\nAnnex D-1\n\nANNEX D\n\nCRITEO S.A.\n\nReconciliation of Cash from Operating Activities to Free Cash Flow\n\n(U.S. dollars in thousands, unaudited)\n\nTwelve Months Ended\n\nDecember 31,\n\n2025\n\n2024\n\nCASH FROM OPERATING ACTIVITIES\n\n$311,237\n\n$258,161\n\nAcquisition of intangible assets, property and equipment\n\n(102,739)\n\n(78,112)\n\nDisposal of intangibles assets, property and equipment\n\n2,013\n\n1,476\n\nFREE CASH FLOW (1)\n\n$210,511\n\n$181,525\n\n(1) Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment.\n\nAppendix A-1\n\nAPPENDIX A\n\nPlease note that because we are a French company, the full text of the plan has been translated from French. In\n\nthe case of any discrepancy between this version and the French version, the French version will prevail.\n\nCRITEO\n\nAMENDED 2016 STOCK OPTION PLAN\n\nAppendix A-2\n\nPlease note that because we are a French company, the full text of the plan has been translated\n\nfrom French. In the case of any discrepancy between this version and the French version, the\n\nFrench version will prevail.\n\nAMENDED 2016 STOCK OPTION PLAN\n\nAdopted by the Board on April 7, 2016\n\nApproved by the Company’s combined shareholders’ general meeting of June 29, 2016\n\nAmended from time to time. Last amendment by the Board: April 6, 2022 and April 9, 2025\n\nAppendix A-3\n\nTABLE OF CONTENTS\n\n1.  Purpose of the Plan ......................................................................................................................\n\n[4](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n2.  Definitions .......................................................................................................................................\n\n[4](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n3.  Shares Subject to the Plan ..........................................................................................................\n\n[8](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Number of Shares Available for Grants. ..............................................................................\n\n[8](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n4.  Administration of the Plan ............................................................................................................\n\n[8](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)General. ....................................................................................................................................\n\n[8](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Powers of the Administrator. .................................................................................................\n\n[8](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(c)Effect of Administrator’s Decision. ........................................................................................\n\n[9](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n5.  Limitations ......................................................................................................................................\n\n[9](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)U.S. Beneficiaries. ..................................................................................................................\n\n[9](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n6.  Term of Plan ...................................................................................................................................\n\n[10](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n7.  Term of Options .............................................................................................................................\n\n[10](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n8.  Option Exercise Price and Consideration ..................................................................................\n\n[11](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Subscription or Purchase Price. ...........................................................................................\n\n[11](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Prohibition on Repricing. ........................................................................................................\n\n[11](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(c)Vesting Period, Minimum Vesting Period and Exercise Dates. .......................................\n\n[11](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(d)Form of Consideration. ..........................................................................................................\n\n[12](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n9.  Exercise of Options .......................................................................................................................\n\n[12](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Procedure for Exercise; Rights as a Shareholder. ............................................................\n\n[12](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Optionee’s Continuous Status as a Beneficiary in the event of an Agreed Leave of\n\nMore Than Three Months. .................................................................................................................\n\n[13](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(c)Termination of the Optionee’s Continuous Status as Beneficiary. ..................................\n\n[13](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(d)Disability of Optionee. ............................................................................................................\n\n[14](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(e)Death of Optionee. ..................................................................................................................\n\n[14](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n10.  Non-Transferability of Options ..................................................................................................\n\n[14](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n11.  Adjustments Upon Changes in Capitalization, Dissolution ...................................................\n\n[14](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Changes in Capitalization. .....................................................................................................\n\n[14](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Dissolution or Liquidation. .....................................................................................................\n\n[15](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n12.  Change in Control .......................................................................................................................\n\n[15](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Assumption or Substitution of Options. ...............................................................................\n\n[15](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Cashout of Options. ................................................................................................................\n\n[16](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(c)Plan Binding on Successors. ................................................................................................\n\n[16](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n13.  Grant .............................................................................................................................................\n\n[16](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n14.  Amendment, Modification and Termination of the Plan .........................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Amendment and Termination. ...............................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Shareholders’ approval. .........................................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(c)Effect of amendment or termination. ....................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n15.  Compliance with Company Policies .........................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\nAppendix A-4\n\n(a)Clawback Policy. .....................................................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Share Ownership Guidelines. ...............................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n16.  U.S. Beneficiaries, Conditions Upon Issuance of Shares ....................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(a)Legal Compliance. ..................................................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n(b)Investment Representations. ................................................................................................\n\n[17](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n17.  Liability of Company ...................................................................................................................\n\n[18](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n18.  Shareholder Approval .................................................................................................................\n\n[18](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\n19.  Law, Jurisdiction ..........................................................................................................................\n\n[18](#i0a082b1cae7543198d8e88d109bed8fd_1)\n\nExhibit A – Sub-Plan for Israeli Beneficiaries\n\nExhibit B – Stock Option Grant Agreement\n\nPart I – Notice of Stock Option Grant\n\nPart II – Terms and Conditions\n\nAppendix A-5\n\nCRITEO\n\nAMENDED 2016 STOCK OPTION PLAN\n\n1.Purpose of the Plan\n\nPursuant to its decision, taken on April 7, 2016 as approved by the Company’s combined\n\nshareholders’ general meeting of June 29, 2016, the Board decided, in compliance with the\n\nprovisions of articles L. 225−177 et. seq. of the French Commercial Code, to adopt the 2016\n\nstock option plan of the Company, as amended and extended thereafter (the “Criteo Amended\n\n2016 Stock Option Plan”), the terms and conditions of which, as amended by the Board from\n\ntime to time, are set out below.\n\nThe purpose of the Plan is to:\n\n•attract and retain the best available personnel for positions of substantial\n\nresponsibility;\n\n•provide additional incentive to Beneficiaries; and\n\n•promote the success of the Company’s business.\n\nOptions granted under the Plan to U.S. Beneficiaries are intended to be Incentive Stock\n\nOptions or Non-Statutory Stock Options, as determined by the Administrator at the time of grant\n\nof an Option, and shall comply in all respects with Applicable Laws in order that they may benefit\n\nfrom available tax advantages.\n\n2.Definitions\n\n(1)“Administrator” means the Board, which shall administer the Plan in accordance\n\nwith Section 4 of the Plan.\n\n(2)“Affiliated Company” means an entity which conforms with the criteria set forth\n\nin article L. 225−180 of the French Commercial Code as follows:\n\n•entities of which at least ten per cent (10%) of the share capital or voting rights\n\nare held directly or indirectly by the Company;\n\n•entities which own directly or indirectly at least ten per cent (10%) of the share\n\ncapital or voting rights of the Company; and\n\n•entities of which at least fifty per cent (50%) of the share capital or voting rights\n\nare held directly or indirectly by a company which owns directly or indirectly at\n\nleast fifty percent (50%) of the share capital or voting rights of the Company.\n\n(3)“Agreed Leave” means any leave of absence having received a prior approval\n\nfrom the Company or, in the case of a U.S. Beneficiary, requiring no prior approval under U.S.\n\nlaws or, in the case of a U.K. Beneficiary, requiring no prior approval under applicable U.K. laws.\n\nLeaves of absence requiring prior approval from the Company shall include leaves of more than\n\nthree (3) months for illness or conditions about which the employee has advance knowledge,\n\nmilitary leave, and any other personal leave. Agreed Leave shall not include any absence\n\nconsidered as effective working time, such as maternity leave of whatever duration, which shall\n\nalso not terminate the employment relationship between the Beneficiary and the Company or\n\nany Affiliated Company.  Notwithstanding the foregoing, for purposes of U.S. Beneficiaries and\n\nIncentive Stock Options, no such leave may exceed three (3) months, unless reemployment\n\nAppendix A-6\n\nupon expiration of such leave is guaranteed by statute or contract. If reemployment upon\n\nexpiration of an Agreed Leave is not so guaranteed, on the 91st day of such leave any Incentive\n\nStock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option\n\nand shall be treated for U.S. tax purposes as a Non-Statutory Stock Option.\n\n(4)“Applicable Laws” means for the U.S., the legal requirements related to the\n\nadministration of stock option plans under federal and state corporate and securities laws,\n\nincluding requirements of any exchange or quotation system on which the Shares may then be\n\nlisted or quoted, and the Code in force in the United States of America.\n\n(5)“Beneficiary” means the chairman of the board of directors (président du conseil\n\nd’administration), the general manager (directeur général) and the deputy general managers\n\n(directeurs généraux délégués) or, as the case may be, the chairman and the members of the\n\nmanagement board (président et membres du directoire) of the Company as well as any\n\nindividual employed by the Company or by any Affiliated Company under the terms and\n\nconditions of an employment contract or otherwise, it being specified that a term of office of\n\ndirector of the Company or director of an Affiliated Company (remunerated or not) shall not be\n\ndeemed to constitute an employment relationship.\n\n(6)“Board” means the board of directors of the Company.\n\n(7)“Change in Control” means (i) a merger (fusion) of the Company with or into\n\nanother corporation, other than to another corporation, entity or person in which the holders of at\n\nleast a majority of the voting rights and share capital of the Company outstanding immediately\n\nprior to such transaction continue to hold (either by such shares remaining outstanding in the\n\ncontinuing entity or by being converted into shares of voting rights and share capital of the\n\nsurviving entity) a majority of the total voting rights and share capital of the Company (or the\n\nsurviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii)\n\nthe sale (vente) or other form of transfer by one or several shareholders of the Company to any\n\nperson or group of persons of a number of Shares such that the transferee(s) shall own a\n\nmajority of the voting rights and share capital of the Company, or (iii) the sale, lease or other\n\ndisposition, in a single transaction or in a series of related transactions, of all or substantially all\n\nof the assets of the Company other than to (1) a corporation or other entity of which at least a\n\nmajority of its combined voting rights and share capital is owned directly or indirectly by the\n\nCompany or (2) an Excluded Entity.\n\n(8)“Code” means the United States Internal Revenue Code of 1986, as amended,\n\nincluding rules, regulations and guidance promulgated thereunder and successor provisions and\n\nrules and regulations thereto. \n\n(9)“Company” means CRITEO, a société anonyme organized under the laws of the\n\nRepublic of France, having its registered office located at 32 rue Blanche, 75009 Paris, France\n\nand registered with the trade and companies registry under number 484 786 249 RCS Paris.\n\n(10)“Continuous Status as a Beneficiary” means as regards the chairman of the\n\nboard of directors, the general manager, the deputy general manager(s) or, as the case may be,\n\nthe chairman and the members of the management board, that the term of their office has not\n\nbeen terminated and, as regards an employee, that the employment relationship between the\n\nBeneficiary and the Company or any Affiliated Company is not terminated.  Continuous Status\n\nas a Beneficiary shall not be considered terminated in the case of an (i) Agreed Leave or (ii)\n\ntransfers between locations of the Company or between the Company or any Affiliated\n\nCompany or the contrary or also from an Affiliated Company to another Affiliated Company.\n\n(11)“Date of Grant” means the date of the decision of the Board to grant the Options.\n\n(12)“Disability” means a disability declared further to a medical examination\n\nprovided for in article R. 4624−21 of the French Labour Code or pursuant to any similar\n\nprovision applicable to a foreign Affiliated Company or Beneficiary.\n\nAppendix A-7\n\n(13)“Exchange Act” means the United States Securities Exchange Act of 1934, as\n\namended.\n\n(14)“Fair Market Value” means the value for one Share as determined in good faith\n\nby the Administrator, according to the following provisions, as provided in the Shareholders\n\nAuthorization:\n\ni.the Board may determine the subscription or purchase price of a share by\n\nreference to the closing sales price of one American Depositary Share\n\nrepresenting one Share (“ADS”) on the Nasdaq Global Market for the day\n\nprior to the day of the decision of the Board to grant the Options,\n\nconverted to Euros in the manner established by the Board. However, the\n\npurchase or subscription price shall in no case be less than ninety five\n\npercent (95%) of the average of the closing sales price for an ADS as\n\nquoted on said stock exchange market during the twenty market trading\n\ndays prior to the Date of Grant; provided that, when an Option allows its\n\nholder to purchase Shares which have been previously purchased by the\n\nCompany, then in addition to the minimum price stated above in this\n\nSection 2(n)(i) and in accordance with applicable law, the exercise price\n\nof such Option may not be less than eighty percent (80%) of the average\n\nprice paid by the Company for the purchase of the treasury Shares.\n\nii.for U.S. Beneficiaries, the subscription or purchase price shall not be less\n\nthan the fair market value of the Shares on the Date of Grant, determined\n\nas follows (a) if the Shares, or ADSs representing the Shares, are listed or\n\nquoted for trading on an exchange, the value will be deemed to be the\n\nclosing sales price of the Shares or ADSs, as applicable, on the principal\n\nexchange upon which such securities are traded or quoted on the day\n\nprior to the day of the decision of the Board to grant the Options,\n\nprovided, if such date is not a trading day, on the last market trading day\n\nprior to such date; and (b) if the Shares or ADSs representing the Shares\n\nare not listed or quoted for trading on an exchange, the fair market value\n\nof the Shares as determined by the Board, consistent with the\n\nrequirements of Section 422 with respect to Incentive Stock Options, and\n\nSection 409A of the Code with respect to Options not intended to be\n\nIncentive Stock Options.\n\nExcept as provided in Sections 11 and 12 of the Plan, the subscription or\n\npurchase price of Shares shall not be modified during the period in which\n\nthe Option may be exercised.  However, if the Company carries out any of\n\nthe actions mentioned in article L. 225−181 of the French Commercial\n\nCode, it must take all necessary measures to protect Optionees’ interests\n\nin accordance with article L. 228−99 of the French Commercial Code.  In\n\nthe case of issuance of securities giving access to the share capital\n\n(valeurs mobilières donnant accès au capital), as well as in case of\n\nCompany’s merger or scission, the Board may decide, for a limited period\n\nof time, to suspend the exercisability of the Options.\n\n(15)“Incentive Stock Option” means an Option intended to qualify as an incentive\n\nstock option within the meaning of Section 422 of the Code.\n\n(16) “Non-Statutory Stock Option” means an Option which does not qualify as an\n\nIncentive Stock Option.\n\n(17)“Notice of Grant” means a written notice evidencing the main terms and\n\nconditions of an individual Option grant.  The Notice of Grant is part of the Option Agreement.\n\nAppendix A-8\n\n(18)“Option” means an option to purchase or subscribe for Shares granted pursuant\n\nto the Plan.\n\n(19)“Optionee” means a Beneficiary who holds at least one outstanding Option.\n\n(20)“Option Agreement” means a written agreement entered into between the\n\nCompany and an Optionee evidencing the terms and conditions of an individual Option grant. \n\nThe Option Agreement is subject to the terms and conditions of the Plan.\n\n(21)“Parent” means a “parent corporation”, whether now or hereafter existing, as\n\ndefined in Section 424(e) of the Code.\n\n(22)“Plan” means the Criteo Amended 2016 Stock Option Plan as adopted by the\n\nBoard on April 7, 2016 and approved by the Company’s combined shareholders’ general\n\nmeeting of June 29, 2016, and amended from time to time by the Board, including on April 25,\n\n2019, April 23, 2020, April 7, 2021, April 6, 2022, and April 9, 2025.\n\n(23)“Share” means one ordinary share (action ordinaire) of the Company or an\n\nAmerican Depositary Share representing one Share on the Nasdaq Global Market.\n\n(24)“Share Capital” means the issued and paid up capital of the Company.\n\n(25)“Shareholders Authorization” means the authorization given by the\n\nshareholders of the Company in the extraordinary general meeting held on June 29, 2016, as\n\nincreased, amended or replaced from time to time by a further general meeting of the\n\nshareholders permitting the Board to grant Options.\n\n(26)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter\n\nexisting, as defined in Section 424(f) of the Code.\n\n(27)“U.K. Beneficiary” means a Beneficiary of the Company or an Affiliated\n\nCompany residing in the U.K. or otherwise subject to U.K. laws, regulations or taxation.\n\n(28)“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated\n\nCompany residing in the United States or otherwise subject to United States’ laws, regulations\n\nor taxation.\n\n3.Shares Subject to the Plan\n\na.Number of Shares Available for Grants.\n\ni.Subject to the provisions of Sections 11 and 12 of the Plan, the maximum\n\naggregate number of Shares which may be optioned and issued under\n\nthe Plan shall not exceed the number of shares remaining available for\n\nissuance under the Shareholders Authorization.  Subject to the foregoing,\n\nfor Incentive Stock Options, the maximum number of Shares which may\n\nbe optioned and issued is equal to 4,600,000.  The Shares optioned and\n\nissued under the Plan may be newly issued Shares, treasury Shares or\n\nShares purchased on the open market.\n\nii.Except as provided in Section 11(a), no Beneficiary shall be granted,\n\nwithin any fiscal year of the Company, Options in respect of more than\n\n2,200,000 Shares.\n\niii.Should the Option expire or become unexercisable for any reason without\n\nhaving been exercised in full, the unsubscribed Shares which were\n\nAppendix A-9\n\nsubject thereto shall, unless the Plan shall have been terminated, become\n\navailable again for future grant under the Plan.\n\niv.For avoidance of doubt, the following Shares shall be deemed delivered\n\nfor purposes of the limits set forth in Section 3(a)(i) and shall not be\n\navailable for future grants of Options under the Plan: (1) Shares delivered\n\nby an Optionee (by either actual delivery or by attestation) or withheld by\n\nthe Company in payment of the subscription price or exercise price of an\n\nOption and/or any applicable tax withholding obligations relating to an\n\nOption; and (2) Shares purchased on the open market by the Company\n\nwith the cash proceeds received from the exercise of Options.\n\n4.Administration of the Plan\n\na.General.\n\nThe Plan shall be administered by the Administrator.\n\nb.Powers of the Administrator.\n\nSubject to the provisions of the French Commercial Code, the Shareholders\n\nAuthorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its\n\ndiscretion:\n\ni.to determine the Fair Market Value of the Shares, in accordance with\n\nSection 2(n) of the Plan;\n\nii.to determine the Beneficiaries to whom Options may be granted\n\nhereunder;\n\niii.to select the Beneficiaries and determine whether and to what extent\n\nOptions are granted hereunder;\n\niv.to approve or amend forms of Option Agreement for use under the Plan;\n\nv.to determine the terms and conditions of any Options granted hereunder,\n\nconsistent with Plan terms.  Such terms and conditions include, but are\n\nnot limited to, the exercise price, the time or times when Options may be\n\nexercised (which may be based on performance criteria), any vesting\n\nacceleration or waiver of forfeiture restrictions, and any restriction or\n\nlimitation regarding any Option or the Shares relating thereto, based in\n\neach case on such factors as the Administrator, in its sole discretion, shall\n\ndetermine with the exception of the exercise price; it being specified that\n\nthe Administrator’s discretion remains subject to the rules and limitations\n\nset forth in this Plan and in the French Commercial Code;\n\nvi.to construe and interpret the terms of the Plan and Options granted\n\npursuant to the Plan;\n\nvii.to prescribe, amend and rescind rules and regulations relating to the Plan,\n\nincluding rules and regulations relating to sub−plans established for the\n\npurpose of qualifying for preferred tax treatment under foreign tax laws;\n\nviii.to modify or amend each Option (subject to the provisions of Section\n\n14(c) of the Plan), including, without limitation, the discretionary authority\n\nto accelerate the vesting of Options, to allow for Options to continue to\n\nvest after an Optionee’s termination of Continuous Status as a\n\nAppendix A-10\n\nBeneficiary, or to extend the post−termination exercise period of Options\n\nafter the termination of the employment agreement or the end of the term\n\nof office longer than is otherwise provided for in the Plan, but in no event\n\nbeyond the original Option term;\n\nix.to authorize any person to execute on behalf of the Company any\n\ninstrument required to effect the grant of an Option previously granted by\n\nthe Administrator;\n\nx.to determine the terms and restrictions applicable to Options; and\n\nxi.to make all other determinations deemed necessary or appropriate for\n\nadministering the Plan.\n\nc.Effect of Administrator’s Decision.\n\nThe Administrator’s decisions, determinations and interpretations shall be final and\n\nbinding on all Optionees and any other concerned parties.\n\n5.Limitations\n\na.U.S. Beneficiaries.\n\ni.In the case of U.S. Beneficiaries, each Option shall be designated in the\n\nNotice of Grant either as an Incentive Stock Option or as a Non−Statutory\n\nStock Option.  Incentive Stock Options may only be granted to\n\nBeneficiaries who meet the definition of “employees” under Section\n\n3401(c) of the Code of the Company or a Parent or Subsidiary of the\n\nCompany.\n\nii.The aggregate Fair Market Value of the Shares covered by Incentive\n\nStock Options granted under the Plan or any other stock option program\n\nof the Company (or any Parent or Subsidiary of the Company) that\n\nbecome exercisable for the first time in any calendar year shall not\n\nexceed U.S. $100,000.  To the extent the aggregate Fair Market Value of\n\nsuch Shares exceeds U.S. $100,000, the Options covering those Shares\n\nthe Fair Market Value of which causes the aggregate Fair Market Value of\n\nall such Shares to be in excess of U.S. $100,000 shall be treated as\n\nNon−Statutory Stock Options.  Incentive Stock Options shall be taken into\n\naccount in the order in which they were granted, and the aggregate Fair\n\nMarket Value of the Shares shall be determined as of the Date of the\n\nGrant. \n\niii.Non-Statutory Stock Options granted to U.S. Beneficiaries may only be\n\ngranted to Beneficiaries in respect of whom the Company is an “eligible\n\nissuer of service recipient stock” and the Shares are “service recipient\n\nstock”, each within the meaning of Section 409A of the Code.\n\nb.The Options are governed by articles L. 225−177 and following of the French\n\nCommercial Code.  They are not part of the employment agreement or of the office which has\n\nallowed the Optionee to be granted the Option.  Neither do they constitute an element of the\n\nOptionee’s remuneration. Neither the Plan nor any Option shall confer upon an Optionee any\n\nright with respect to continuing the Optionee’s employment or his term of office with the\n\nCompany or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right\n\nor the Company’s or Affiliated Company’s right, as the case may be, to terminate such\n\nemployment or such term of office at any time, with or without cause.\n\nAppendix A-11\n\nc.Other than as expressly provided hereunder, no member of the Board or of the\n\nsupervisory board (in the event of change of management formula of the Company) or of an\n\nequivalent management body of an Affiliated Company shall be as such eligible to receive\n\nOptions under the Plan.\n\n6.Term of Plan\n\nThe Plan was first adopted by the Board on April 7, 2016, and approved by the\n\nshareholders of the Company at the Company’s combined shareholders’ general meeting on\n\nJune 29, 2016. On April 9, 2025 (the “Board Approval Date”), the Board approved an\n\namendment and restatement to the Plan, to extend the termination date of the Plan from June\n\n29, 2026 to June 13, 2035 (the “Termination Date”), subject to the approval of the shareholders\n\nof the Company in accordance with Section 18 of the Plan and effective as of such shareholder\n\napproval date. Subject to approval of the shareholders of the Company, the Plan shall continue\n\nin effect until the Termination Date or until all Shares subject to the Plan have been purchased\n\naccording to the provisions of the Plan, unless terminated earlier under Section 14 of the Plan.\n\nNotwithstanding the foregoing, Incentive Stock Options may not be granted under the Plan after\n\nthe 10th anniversary of the Board Approval Date.\n\n7.Term of Options\n\nThe term of each Option shall be stated in the Notice of Grant as nine years and six\n\nmonths from the Date of Grant, in accordance with the Shareholders Authorization, subject to\n\nthe specific provisions applicable in the event of death or Disability during such nine year and\n\nsix month period.  Notwithstanding the foregoing, in the case of an Incentive Stock Option\n\ngranted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock\n\nrepresenting more than ten percent (10%) of the voting rights of all classes of stock of the\n\nCompany or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is\n\npermitted by the French Commercial Code to receive Option grants, the term of the Option shall\n\nbe no more than five (5) years from the Date of Grant.\n\n8.Option Exercise Price and Consideration\n\na.Subscription or Purchase Price.\n\nThe per Share subscription or purchase price for the Shares to be issued or sold\n\npursuant to exercise of an Option shall be determined by the Administrator on the basis of the\n\nFair Market Value.\n\ni.In the case of an Incentive Stock Option granted to a U.S. Beneficiary\n\nwho, at the time the Incentive Stock Option is granted, owns stock\n\nrepresenting more than ten percent (10%) of the voting rights of all\n\nclasses of stock of the Company or any Parent or Subsidiary of the\n\nCompany and, to the extent such Beneficiary is permitted by the French\n\nCommercial Code to receive Option grants, the per Share subscription or\n\npurchase price shall be no less than one hundred ten percent (110%) of\n\nthe Fair Market Value per Share on the Date of Grant as defined in\n\nSection 2(n)(ii);\n\nii.In the case of a Non−Statutory Stock Option or Incentive Stock Option,\n\nnot covered by Section 8(a)(i) above, granted to any U.S. Beneficiary, the\n\nper Share subscription or purchase price shall be no less than one\n\nhundred percent (100%) of the Fair Market Value per Share on the Date\n\nof Grant as defined in Section 2(n)(ii).\n\nb.Prohibition on Repricing.\n\nAppendix A-12\n\nSubject to limitations imposed by Section 409A of the Code, Applicable Laws and the\n\nFrench Commercial Code and except as provided in Sections 11 and 12 of the Plan, in no event\n\nshall the subscription or purchase price with respect to an Option be reduced following the Date\n\nof Grant of an Option, nor shall an Option be cancelled in exchange for a replacement Option\n\nwith a lower exercise price or cash payment without shareholder approval.\n\nc.Vesting Period, Minimum Vesting Period and Exercise Dates.\n\ni.At the time an Option is granted, the Administrator shall fix the period\n\nwithin which the Option may be exercised and shall determine any\n\nconditions which must be satisfied before the Option may be exercised. In\n\nso doing, the Administrator may specify that an Option may not be\n\nexercised until the completion of a service period in the Company or an\n\nAffiliated Company. Any Option granted hereunder shall provide for a\n\nvesting period of at least one (1) year following the Date of Grant.\n\nii.Notwithstanding anything set forth in Section 8(c)(i) to the contrary,\n\nOptions representing a maximum of five percent (5%) of the Shares\n\nreserved for issuance under Section 3(a)(i) may be granted hereunder\n\nwithout any minimum vesting condition. Further, nothing in Section 8(c)(i)\n\nshall limit the Company’s ability to grant Options that contain rights to\n\naccelerated vesting on an Optionee’s termination of Continuous Status as\n\na Beneficiary or to otherwise accelerate vesting, including, without\n\nlimitation, upon a Change in Control.\n\nd.Form of Consideration.\n\nThe consideration to be paid for the Shares to be issued or purchased upon exercise of\n\nOptions, including the method of payment, shall be determined by the Administrator.  Unless\n\notherwise provided in the Option Agreement, such consideration shall consist entirely of an\n\namount in Euro or U.S. dollars corresponding to the exercise price which shall be paid by wire\n\ntransfer. To the extent permitted by the Administrator, payment of consideration for the Shares\n\n(and/or any applicable tax withholdings) may be made by instructing the Company to withhold a\n\nnumber of Shares having a Fair Market Value equal to the product of (1) the subscription or\n\nexercise price per Share (plus tax withholdings, if applicable) multiplied by (2) the number of\n\nShares in respect of which the Option shall have been exercised.\n\nIn the event that, as a consequence of the exercise of an Option, the Company or any\n\nAffiliated Company shall be compelled to pay taxes, social costs or any other social security\n\ntaxes or contributions on behalf of the Optionee, the Option shall not be deemed duly exercised\n\nuntil the Optionee has paid to the Company or to the relevant Affiliated Company the amount\n\ncorresponding to such taxes, social costs, or social security taxes or contributions.\n\nWhere the Company (or any Affiliated Company) is required, as a result of the exercise\n\nof an Option, to pay or account for any amount of U.K. tax or U.K. class 1 primary national\n\ninsurance contributions, it shall be a condition of exercise of the relevant Option that the relevant\n\nBeneficiary shall, at the time of exercise, have remitted to the Company in cleared funds an\n\namount equal to the liability to pay U.K. income tax or U.K. class 1 primary national insurance\n\ncontributions or have entered into such other arrangements with the Company or the relevant\n\nAffiliated Company to discharge such liability as the Company may in its absolute discretion\n\napprove.\n\nAs a condition of grant of an Option hereunder, each Beneficiary agrees to pay to the\n\nCompany or any Affiliated Company an amount equal to the Company or the Affiliated\n\nCompany’s liability to pay class 1 secondary national insurance contributions arising on the\n\nexercise of an Option, and the Beneficiary shall be required to pay such amount on the exercise\n\nof the Option (failing which any purported exercise of the Option shall be invalid).\n\nAppendix A-13\n\n9.Exercise of Options\n\na.Procedure for Exercise; Rights as a Shareholder.\n\nAny Option granted hereunder shall be exercisable according to the terms of the Plan\n\nand at such times and under such conditions as determined by the Administrator and set forth in\n\nthe Option Agreement.\n\nAn Option may not be exercised for a fraction of a Share.  Unless otherwise provided in\n\nan Option Agreement, the number of Shares in respect of which an Option can be exercised\n\npursuant to an Option will always be rounded to the nearest whole number, provided however\n\nthat the rounding does not result in the issuance of Shares pursuant to the exercise of an Option\n\nin an amount that exceeds the total number of Shares granted under the Option.\n\nSubject to the provisions of Section 8(d) of the Plan, an Option shall be deemed\n\nexercised when the Company receives: (i) written notice of exercise (in accordance with the\n\nprovisions of the Option Agreement) together with a share subscription or purchase form\n\n(bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option,\n\nand (ii) full payment for the Shares with respect to which the Option is exercised in accordance\n\nwith Section 8(d) of the Plan. \n\nUpon exercise of an Option, the Shares issued or sold to the Optionee shall be\n\nassimilated with all other Shares of the Company of the same class and shall be entitled to\n\ndividends once the Shares are issued for the fiscal year during which the Option is exercised.\n\nFor the avoidance of doubt, an Option shall not entitle an Optionee to receive any dividends\n\npaid prior to the date of exercise of such Option and in no event shall dividend equivalents be\n\npayable with respect to Options.\n\nIn the event that a Beneficiary infringes one of the above mentioned commitments,\n\nsuch Beneficiary shall be liable for any consequences resulting from such infringement\n\nfor the Company and undertakes to indemnify the Company in respect of all amounts\n\npayable by the Company in connection with such infringement.\n\nGranting of an Option in any manner shall result in a decrease in the number of Shares\n\nwhich thereafter may be available for purposes of the Plan, by the number of Shares as to which\n\nthe Option may be exercised.\n\nb.Optionee’s Continuous Status as a Beneficiary in the event of an Agreed\n\nLeave of More Than Three Months.\n\nUnless otherwise required by Applicable Laws, in the event an Optionee is on an Agreed\n\nLeave for more than three (3) months, such Optionee’s Options shall (a) stop vesting on the first\n\nday of the calendar quarter immediately following the calendar quarter during which the Agreed\n\nLeave began and (b) resume vesting on the first day of the calendar quarter immediately\n\nfollowing the calendar quarter in which the Agreed Leave ends. As a result of any Agreed Leave,\n\nthe vesting period for such Optionee’s Options shall be extended in accordance with this\n\nSection 9(b).\n\nc.Termination of the Optionee’s Continuous Status as Beneficiary.\n\nUpon termination of an Optionee’s Continuous Status as a Beneficiary (including by\n\nreason of the Beneficiary's employer ceasing to be an Affiliated Company), other than upon the\n\nOptionee’s death or Disability, the Optionee may exercise his or her Options only within such\n\nperiod of time as is specified in the Notice of Grant and only for the part of the Options that the\n\nOptionee was entitled to exercise at the date of termination (but in no event later than the\n\nexpiration of the term of such Options as set forth in the Notice of Grant).  Unless a longer\n\nperiod is specified in the Notice of Grant or otherwise resolved by the Board, an Option shall\n\nAppendix A-14\n\nremain exercisable for ninety (90) days following the Optionee’s termination of Continuous\n\nStatus as a Beneficiary.  In the case of an Incentive Stock Option, such a period cannot exceed\n\nthree (3) months following the Optionee’s termination of Continuous Status as a Beneficiary\n\n(other than in the case of the Optionee’s death or disability as defined in Section 22(e)(3) of the\n\nCode) or the Option will be treated as a Non−Statutory Stock Option.  If, at the date of\n\ntermination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by\n\nthe unexercisable portion of Options shall revert to the Plan.  If, after termination, the Optionee\n\ndoes not exercise all of his or her Options within the time specified by the Administrator, the\n\nOptions shall terminate, and the Shares covered by such Options shall revert to the Plan.\n\nd.Disability of Optionee.\n\nIn the event that an Optionee’s Continuous Status as a Beneficiary terminates as a result\n\nof the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise\n\nhis or her Options at any time within six (6) months from the date of such termination, but only to\n\nthe extent these Options are exercisable at the time of termination (but in no event later than the\n\nexpiration of the term of such Options as set forth in the Notice of Grant).  If, at the date of\n\ntermination, the Optionee is not entitled to exercise all of his or her Options, the Shares covered\n\nby the unexercised portion of Options shall revert to the Plan.  If, after termination, the Optionee\n\ndoes not exercise all of his or her Options within the time specified herein or otherwise resolved\n\nby the Board, the Options shall terminate, and the Shares covered by such Options shall revert\n\nto the Plan.\n\ne.Death of Optionee.\n\nIn the event of the death of an Optionee during the term of the Options, unless otherwise\n\nresolved by the Board, the Options may be exercised at any time within six (6) months following\n\nthe date of death, by the Optionee’s estate or by a person who acquired the right to exercise the\n\nOption by bequest or inheritance. If, after death, the Optionee’s estate or a person who acquired\n\nthe right to exercise the Options by bequest or inheritance does not exercise the Options within\n\nthe time specified herein, the Options shall terminate, and the Shares covered by such Options\n\nshall revert to the Plan.\n\n10.Non-Transferability of Options\n\nAn Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of\n\nin any manner other than by will or by laws of descent or distribution and may be exercised,\n\nduring the lifetime of the Optionee, only by the Optionee.\n\n11.Adjustments Upon Changes in Capitalization, Dissolution\n\na.Changes in Capitalization.\n\ni.In the event of the carrying out by the Company of any of the financial\n\noperations pursuant to article L. 225−181 of the French Commercial Code\n\nas follows:\n\n1.amortization or reduction of the share capital,\n\n2.amendment of the allocation of profits,\n\n3.distribution of free shares,\n\n4.capitalization of reserves, profits, issuance premiums,\n\nAppendix A-15\n\n5.the issuance of shares or securities giving right to shares to be\n\nsubscribed for in cash or by set−off of existing indebtedness\n\noffered exclusively to the shareholders;\n\nthe Company shall take the required measures to protect the interest of\n\nthe Optionees in the conditions set forth in article L. 228−99 of the French\n\nCommercial Code.\n\nii.Without prejudice to Section 11(a)(i) or Section 12, in the event of any\n\nchange in corporate capitalization, such as a stock split, or a corporate\n\ntransaction, such as any merger, consolidation, separation, including a\n\nsplit-up, or other distribution of stock or property of the Company, any\n\nreorganization or any partial or complete liquidation of the Company, the\n\nBoard shall make such adjustment in the number and class of Shares\n\nwhich may be delivered under Section 3, in the exercise or purchase price\n\nper share under any outstanding Option in order to prevent dilution or\n\nenlargement of Beneficiaries' rights under the Plan, and in the Option\n\nlimits set forth in Section 3 as it determines to be appropriate and\n\nequitable, in its sole discretion, to prevent dilution or enlargement of\n\nrights; provided, however, that the number of Shares subject to any\n\nOption shall always be a whole number; provided, further, that no such\n\nadjustment shall cause any Option hereunder which is or becomes\n\nsubject to Section 409A of the Code to fail to comply with the\n\nrequirements of such section.\n\nb.Dissolution or Liquidation.\n\nIn the event of the proposed dissolution or liquidation of the Company, to the extent that\n\nan Option has not been previously exercised, it will terminate immediately prior to the\n\nconsummation of such proposed action.  The Administrator may, in the exercise of its sole\n\ndiscretion in such instances, declare that any Option shall terminate as of a date determined by\n\nthe Administrator and give each Optionee the right to exercise his or her Options as to Shares\n\nfor which the Options would not otherwise be exercisable.\n\n12.Change in Control\n\na.Assumption or Substitution of Options.\n\ni.Unless otherwise provided by the Board, an agreement between the\n\nCompany or an Affiliated Company and the Optionee or in the Notice of\n\nGrant, in the event of a Change in Control, each outstanding Option will\n\nbe assumed or an equivalent option or right substituted by the successor\n\ncorporation or a Parent or Subsidiary of the successor corporation.  In the\n\nevent that the successor corporation or Parent or Subsidiary of the\n\nsuccessor corporation does not agree to assume or substitute for the\n\noutstanding Options, each Option that is not assumed or substituted for,\n\nwill accelerate and become fully vested and exercisable prior to the\n\nconsummation of the Change in Control at such time and on such\n\nconditions as the Administrator shall determine.  In addition, if an Option\n\nbecomes fully vested and exercisable in lieu of assumption or substitution\n\nin the event of a Change in Control, the Administrator will notify the\n\nrelevant Optionee in writing or electronically that his or her Option will be\n\nfully vested and exercisable for a period of time, which shall not be less\n\nthan 10 days, determined by the Administrator in its sole discretion, and\n\nthe Option will terminate upon the expiration of such period.\n\nii.For the purposes of this subsection, an Option will be considered\n\nassumed if, (A) following the Change in Control, the Option confers the\n\nAppendix A-16\n\nright to purchase or receive, for each Share subject to the Option\n\nimmediately prior to the Change in Control, the consideration (whether\n\nstock, cash, or other securities or property) or the Fair Market Value of the\n\nconsideration received in the Change in Control by holders of Shares for\n\neach such Share held on the effective date of the transaction (and if\n\nholders were offered a choice of consideration, the type of consideration\n\nchosen by the holders of a majority of the outstanding Shares); provided,\n\nhowever, that if such consideration received in the Change in Control is\n\nnot solely common stock of the successor corporation or its Parent, the\n\nAdministrator may, with the consent of the successor corporation, provide\n\nthat the consideration to be received upon the exercise of an Option for\n\neach Share subject to such Option to be solely common stock of the\n\nsuccessor corporation or its Parent equal in Fair Market Value to the per\n\nshare consideration received by holders of common stock of the\n\nCompany in the Change in Control; (B) any securities of the successor\n\ncorporation or its Parent forming part of the substitute Option following the\n\nChange in Control are freely tradeable on a major stock exchange; and\n\n(C) the Option otherwise remains subject to the same terms and\n\nconditions that were applicable to the Option immediately prior to the\n\nChange in Control.\n\nb.Cashout of Options. \n\nNotwithstanding any provision of the Plan to the contrary, in the event that each\n\noutstanding Option is not assumed or substituted in connection with a Change in Control, the\n\nAdministrator may, in its discretion, provide that each Option shall, immediately upon the\n\noccurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities\n\nin an amount equal to (x) the excess (if any) of the consideration paid per Share in the Change\n\nin Control over the exercise or purchase price per Share subject to the Option multiplied by (y)\n\nthe number of Shares granted under the Option.  Without limiting the generality of the foregoing,\n\nin the event that the exercise or purchase price per Share subject to the Option is greater than\n\nor equal to the consideration paid per Share in the Change in Control, then the Administrator\n\nmay, in its discretion, cancel such Option without any consideration upon the occurrence of a\n\nChange in Control.\n\nc.Plan Binding on Successors.\n\nThe obligations of the Company under this Plan shall be binding upon any successor\n\ncorporation resulting from a Change in Control.\n\n13.Grant\n\n(1)The Date of Grant of an Option shall be, for all purposes, the date on which the\n\nAdministrator decides to grant such Option.  Notice of Grant shall be provided to each Optionee\n\nwithin a reasonable time after the Date of Grant.\n\n(2)In the event of any tax liability arising on account of the grant of the Options or as\n\na result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such\n\ntaxes shall be that of the Optionee alone.\n\nThe Optionee shall enter into such agreements of indemnity and execute any and all\n\ndocuments as the Company may specify for this purpose, if so required at the time of the Grant\n\nand at any other time at the discretion of the Company, on such terms and conditions as the\n\nCompany may think fit, for recovery of the tax due, from the Optionee.\n\n14.Amendment, Modification and Termination of the Plan\n\na.Amendment and Termination.\n\nAppendix A-17\n\nSubject to Sections 14(b) and 14(c), the Administrator may at any time and from time to\n\ntime, alter, amend, suspend or terminate the Plan in whole or in part.\n\nb.Shareholders’ approval.\n\nThe Company shall obtain shareholders’ approval of any Plan amendment to the extent\n\nnecessary and desirable to comply with Applicable Laws (including the requirements of any\n\nexchange or quotation system on which Shares may then be listed or quoted).  Such\n\nshareholder approval, if required, shall be obtained in such a manner and to such a degree as is\n\nrequired by the Applicable Law.\n\nc.Effect of amendment or termination.\n\nNo amendment, alteration, suspension or termination of the Plan shall impair the rights\n\nof any Optionee, unless (i) mutually agreed otherwise between the Optionee and the\n\nAdministrator, which agreement must be in writing and signed by the Optionee and the\n\nCompany or (ii) necessary or appropriate to comply with or facilitate compliance with Applicable\n\nLaws or other rules, regulations or requirements, as determined by the Administrator.\n\n15.Compliance with Company Policies\n\na.Clawback Policy.\n\nOptions granted under the Plan, including any gain received upon exercise, shall be\n\nsubject to any applicable clawback policy of the Company, as adopted by the Company from\n\ntime to time, as well as to any clawback required by any Applicable Laws.\n\nb.Share Ownership Guidelines.\n\nAny Shares acquired upon exercise of an Option may need to be retained by the\n\nOptionee in order to comply with the Company’s Share Ownership Guidelines, to the extent\n\napplicable to the Optionee.\n\n16.COMPLIANCE WITH LAWS AND CONDITIONS UPON ISSUANCE OF SHARES\n\na.Legal Compliance.\n\nShares shall not be sold or issued pursuant to the exercise of an Option unless the\n\nexercise of such Option, and the issuance or sale and delivery of such Shares shall comply with\n\nall relevant provisions of law including, without limitation, the French Commercial Code, the\n\nSecurities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated\n\nthereunder, Applicable Laws,  the requirements of any stock exchange or quotation system upon\n\nwhich the Shares may then be listed or quoted, the laws of any applicable jurisdiction in which\n\nOptions are granted and any other French, U.S. or other laws applicable to the Options.\n\nb.Investment Representations.\n\nAs a condition to the exercise of an Option by a U.S. Beneficiary, the Company may\n\nrequire the person exercising such Option to represent and warrant at the time of any such\n\nexercise that the Shares are being subscribed or purchased only for investment and without any\n\npresent intention to sell or distribute such Shares if, in the opinion of counsel for the Company,\n\nsuch a representation is required.\n\n17.Liability of Company\n\n(1)Without limiting the provisions of Section 16 above, the inability of the Company\n\nto obtain authority from any regulatory body having jurisdiction or to otherwise comply with any\n\nAppendix A-18\n\napplicable law, which authority or compliance is deemed by any counsel to the Company to be\n\nnecessary for the lawful issuance or sale of any Shares hereunder, shall relieve the Company of\n\nany liability in respect of the failure to issue or sell such Shares as to which such requisite\n\nauthority shall not have been obtained or as to which such legal compliance has not been\n\npossible or practicable, and shall constitute circumstances in which the Board may determine to\n\namend or cancel the Option, with or without consideration to the affected Beneficiary.\n\n(2)The Company and its Affiliated Companies may not be held responsible in any\n\nway if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies\n\nwas not able to exercise the Options or acquire the Shares.\n\n18.Shareholder Approval\n\nThe Plan shall be subject to approval by the shareholders of the Company within twelve\n\n(12) months of the date the Plan is adopted by the Board.  Such shareholder approval shall be\n\nobtained in the manner and to the degree required under the French Commercial Code and\n\nApplicable Laws.\n\n19.Law, Jurisdiction\n\nThis Plan shall be governed by and construed in accordance with the laws of France.\n\nThe relevant courts in the location of the registered office of the Company shall be\n\nexclusively competent to determine any claim or dispute arising in connection herewith.\n\nThe grant of Options under this Plan shall entitle the Company to require the Optionee to\n\ncomply with such requirements of law as may be necessary in the opinion of the Company from\n\ntime to time.\n\nAppendix A-19\n\nExhibit A\n\nCRITEO AMENDED 2016 STOCK OPTION PLAN\n\nSUB-PLAN FOR ISRAELI BENEFICIARIES\n\n1.GENERAL\n\n1.1This sub-plan (the “Sub-Plan”) shall apply only to Beneficiaries who are tax residents of the\n\nState of Israel on the date of the grant of the Option, as defined below in Section 2, and are\n\nengaged by an Israeli resident Affiliate (collectively, “Israeli Beneficiaries”). The provisions\n\nspecified hereunder shall form an integral part of the Criteo Amended 2016 Stock Option Plan\n\n(hereinafter the “Plan”).\n\n1.2This Sub-Plan is adopted pursuant to the authority of the Committee under Section 4(b)(vii) of\n\nthe Plan. This Sub-Plan is to be read as a continuation of the Plan and applies to Options\n\ngranted to Israeli Beneficiaries only to the extent necessary to comply with the requirements set\n\nby Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New\n\nVersion] 1961, as may be amended or replaced from time to time. This Sub-Plan does not add to\n\nor modify the Plan in respect of any other category of Beneficiaries.\n\n1.3The Plan and this Sub-Plan are complimentary to each other and shall be deemed as one. In the\n\nevent of any conflict, whether explicit or implied, between the provisions of this Sub-Plan and the\n\nPlan, the provisions set out in the Sub-Plan shall prevail to the extent necessary to comply with\n\nthe requirements set by the Israeli law in general, and in particular, with the provisions of the\n\nIsraeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to\n\ntime.\n\n1.4Any capitalized term not specifically defined in this Sub-Plan shall be construed according to the\n\ninterpretation given to it in the Plan.\n\n2.DEFINITIONS\n\n2.1“102 Option” means any Option intended to qualify (as determined by the Committee and/or the\n\nIsraeli Option Agreement) and which qualifies as an Option under Section 102, issued to an\n\nApproved Israeli Beneficiary.\n\n2.2“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy,\n\ninterpretation, judgment, order or decree of any federal, provincial, state or local governmental,\n\nregulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of\n\nany stock exchange, over-the-counter market or trading system on which the Shares are then\n\ntraded or listed.\n\n2.3“Approved Israeli Beneficiary” means an Israeli Beneficiary who is an employee, director or an\n\nofficer of an Employer, excluding any Controlling Share Holder of the Company.\n\n2.4“Option” means any Option granted under the Plan settled in Shares and which will not be\n\ncapable of being settled in cash.\n\n2.5“Capital Gain Option” means a Trustee 102 Option elected and designated by the Company to\n\nqualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2)\n\nand 102(b)(3) of the Ordinance.\n\n2.6“Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the\n\nOrdinance.\n\n2.7      “Employer” means, for purpose of a Trustee 102 Option, an Israeli resident Affiliate of the\n\nCompany which is an “employing company” within the meaning and subject to the conditions of\n\nSection 102(a) of the Ordinance.\n\nAppendix A-20\n\n2.8“ITA” means the Israeli Tax Authority.\n\n2.9“Israeli Option Agreement” means the Option agreement between the Company and an Israeli\n\nBeneficiary that sets out the terms and conditions of an Option.\n\n2.10“Non-Trustee 102 Option” means a 102 Option granted pursuant to Section 102(c) of the\n\nOrdinance and not held in trust by a Trustee.\n\n2.11“Ordinary Income Option” means a Trustee 102 Option elected and designated by the\n\nCompany to qualify under the ordinary income tax treatment in accordance with the provisions of\n\nSection 102(b)(1) of the Ordinance.\n\n2.12“Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or\n\nas hereafter amended.\n\n2.13 “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees)\n\n5763-2003.\n\n2.14    “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or\n\nprocedures promulgated thereunder as now in effect or as hereafter amended.\n\n2.15“Tax” means any applicable tax and other compulsory payments, such as any social security and\n\nhealth tax contributions under any Applicable Law.\n\n2.16 “Trust Agreement” means the agreement to be signed between the Company, an Employer and\n\nthe Trustee for the purposes of Section 102.\n\n2.17      “Trustee” means any person or entity appointed by the Company to serve as a trustee and\n\napproved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as\n\nmay be replaced from time to time.\n\n2.18“Trustee 102 Option” means a 102 Option granted to an Approved Israeli Beneficiary pursuant\n\nto Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved\n\nIsraeli Beneficiary.\n\n2.19“Unapproved Israeli Beneficiary” means an Israeli Beneficiary who is not an Approved Israeli\n\nBeneficiary, including a Consultant or a Controlling Share Holder of the Company.\n\n3.ISSUANCE OF OPTIONS\n\n3.1The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Approved\n\nIsraeli Beneficiaries and Unapproved Israeli Beneficiaries, provided, however, that only Approved\n\nIsraeli Beneficiaries may be granted 102 Options. \n\n3.2The Committee may designate Options granted to Approved Israeli Beneficiaries pursuant to\n\nSection 102 as Trustee 102 Options or Non-Trustee 102 Options.\n\n3.3The grant of Trustee 102 Options shall be subject to this Sub-Plan and shall not become effective\n\nprior to the lapse of 30 days from the date the Plan has been submitted for approval by the ITA\n\nand shall be conditioned upon the approval of the Plan and this Sub-Plan by the ITA.\n\n3.4Trustee 102 Options may either be classified as Capital Gain Options or Ordinary Income\n\nOptions.\n\nAppendix A-21\n\n3.5No Trustee 102 Option may be granted under this Sub-Plan to any Approved Israeli Beneficiary,\n\nunless and until the Company has filed with the ITA its election regarding the type of Trustee 102\n\nOptions, whether Capital Gain Options or Ordinary Income Options, that will be granted under\n\nthe Plan and this Sub-Plan (the “Election”). Such Election shall become effective beginning the\n\nfirst date of grant of a Trustee 102 Option under this Sub-Plan and shall remain in effect at least\n\nuntil the end of the year following the year during which the Company first granted Trustee 102\n\nOptions. The Election shall obligate the Company to grant only the type of Trustee 102 Option it\n\nhas elected, and shall apply to all Israeli Beneficiaries who are granted Trustee 102 Options\n\nduring the period indicated herein, all in accordance with the provisions of Section 102(g) of the\n\nOrdinance. For the avoidance of doubt, the Election shall not prevent the Company from granting\n\nNon-Trustee 102 Options simultaneously.\n\n3.6All Trustee 102 Options must be held in trust by, or subject to the approval of the ITA, under the\n\ncontrol or supervision of a Trustee, as described in Section 5 below.\n\n3.7The designation of Non-Trustee 102 Options and Trustee 102 Options shall be subject to the\n\nterms and conditions set forth in Section 102.\n\n3.8Options granted to Unapproved Israeli Beneficiaries shall be subject to tax according to the\n\nprovisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein.\n\n4. 102 OPTION GRANT DATE\n\n            Each 102 Option will be deemed granted on the date determined by the Committee, subject to the\n\nprovisions of the Plan, provided that and subject to (i) the Israeli Beneficiary has signed all\n\ndocuments required by the Company or Applicable Law, and (ii) with respect to any Trustee 102\n\nOption, the Company has provided all applicable documents to the Trustee in accordance with\n\nthe guidelines published by the ITA such that if the guidelines are not met the Option will be\n\nconsidered as granted on the date determined by the Committee as a Non-Trustee Option.\n\n5. TRUSTEE\n\n5.1Trustee 102 Options which shall be granted under this Sub-Plan and/or any Shares allocated or\n\nissued upon the grant, exercise of a Trustee 102 Option and/or other Shares received following\n\nany realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled\n\nby the Trustee, for the benefit of the Approved Israeli Beneficiaries, in accordance with the\n\nprovisions of Section 102. In the event the requirements for Trustee 102 Options are not met, the\n\nTrustee 102 Options may be regarded as Non-Trustee 102 Options or as Options which are not\n\nsubject to Section 102, all in accordance with the provisions of Section 102. \n\n5.2With respect to any Trustee 102 Option, subject to the provisions of Section 102, an Approved\n\nIsraeli Beneficiary shall not sell or release from trust any Shares received upon the grant or\n\nexercise of a Trustee 102 Option and/or any Shares received following any realization of rights,\n\nincluding, without limitation, stock dividends, under the Plan at least until the lapse of the period\n\nof time required under Section 102 or any shorter period of time determined by the ITA (the\n\n“Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the\n\nHolding Period, the sanctions under Section 102 shall apply to and shall be borne by such\n\nApproved Israeli Beneficiary.\n\n5.3Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares\n\nallocated or issued upon the grant or exercise of a Trustee 102 Option unless the Company, its\n\nIsraeli Affiliate and the Trustee are satisfied that the full amounts of any Tax due have been paid\n\nor will be paid.\n\n5.4Upon receipt of any Trustee 102 Option, the Approved Israeli Beneficiary will consent to the grant\n\nof such Option under Section 102 and undertake to comply with the terms of Section 102 and the trust\n\narrangement between the Company and the Trustee.\n\nAppendix A-22\n\n6. THE OPTIONS\n\n            The terms and conditions upon which Options shall be granted, issued and exercised or vested\n\nunder this Sub-Plan, shall be specified in an Israeli Option Agreement to be executed pursuant to\n\nthe Plan and to this Sub-Plan.  Each Israeli Option Agreement shall provide, inter alia, the\n\nnumber of Shares to which the Option relates, the type of Option granted thereunder (i.e., a\n\nCapital Gain Options or Ordinary Income Options or Non-Trustee 102 Option or any Option\n\ngranted to Unapproved Israeli Beneficiary), and any applicable vesting provisions and exercise\n\nprice that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for\n\nuniformity of treatment of Israeli Beneficiaries and that the terms and conditions of Options\n\ngranted to Israeli Beneficiaries need not be the same with respect to each Israeli Beneficiary\n\n(whether or not such Israeli Beneficiaries are similarly situated). The grant, vesting and exercise\n\nof Options granted to Israeli Beneficiaries shall be subject to the terms and conditions and, with\n\nrespect to exercise, the method, as may be determined by the Committee (including the\n\nprovisions of the Plan) and, when applicable, by the Trustee, in accordance with the\n\nrequirements of Section 102.\n\n7.ASSIGNABILITY, DESIGNATION AND SALE OF OPTIONS\n\n7.1.Notwithstanding any provision of the Plan, no Option subject to this Sub-Plan or any right with\n\nrespect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral,\n\nand no right with respect to any such Option shall be given to any third party whatsoever, and\n\nduring the lifetime of the Israeli Beneficiary, each and all of such Israeli Beneficiary’s rights with\n\nrespect to an Option shall belong only to the Israeli Beneficiary. Any such action made, directly or\n\nindirectly, for an immediate or future validation, shall be void.\n\n7.2As long as Options and/or Shares issued or purchased hereunder are held by the Trustee on\n\nbehalf of the Israeli Beneficiary, all rights of the Israeli Beneficiary over the Option and Shares\n\ncannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and\n\ndistribution.\n\n8.INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL\n\n8.1.With regard to Trustee 102 Options, the provisions of the Plan, the Sub-Plan and/or the Israeli\n\nOption Agreement shall be subject to the provisions of Section 102 and any approval issued by\n\nthe ITA and the said provisions shall be deemed an integral part of the Plan, the Sub-Plan and\n\nthe Israeli Option Agreement.\n\n8.2.Any provision of Section 102 and/or said approval issued by the ITA, which must be complied\n\nwith in order to receive and/or to maintain any tax treatment with respect to an Option pursuant\n\nto Section 102, which is not expressly specified in the Plan, the Sub-Plan or the Israeli Option\n\nAgreement, shall be considered binding upon the Company, any Israeli Affiliate and the Israeli\n\nBeneficiaries. Furthermore, if any provision of the Plan or Sub-Plan disqualifies Options that are\n\nintended to qualify as 102 Options from the beneficial tax treatment pursuant to Section 102,\n\nsuch provision shall not apply to the 102 Options.\n\n9.TAX CONSEQUENCES\n\n9.1Any tax consequences arising from the grant, purchase, exercise or sale of any Option issued\n\nhereunder, from the payment for or sale of Shares covered thereby or from any other event or\n\nact (of the Company, and/or its Affiliates, and the Trustee or the Israeli Beneficiary), hereunder,\n\nshall be borne solely by the Israeli Beneficiary. The Company and/or its Affiliates, and/or the\n\nTrustee shall withhold Tax according to the requirements of Applicable Laws, rules, and\n\nregulations, including withholding taxes at source. Furthermore, the Israeli Beneficiary agrees to\n\nindemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against\n\nand from any and all liability for any such Tax or interest or penalty thereon, including without\n\nlimitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from\n\nany payment made to the Israeli Beneficiary.\n\n9.2The Company and/or, when applicable, the Trustee shall not be required to release any Option or\n\nShares to an Israeli Beneficiary until all required Tax payments have been fully made.\n\nAppendix A-23\n\n9.3Options that do not comply with the requirements of Section 102 shall be subject to tax under\n\nSection 3(i) or 2 of the Ordinance.\n\n9.4With respect to Non-Trustee 102 Options, if the Israeli Beneficiary ceases to be employed by the\n\nCompany or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the\n\nIsraeli Beneficiary shall extend to the Company and/or its Affiliates a security or guarantee for the\n\npayment of Tax due at the time of the sale of Shares, in accordance with the provisions of\n\nSection 102.\n\n10.TERM OF PLAN AND SUB-PLAN\n\nNotwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all\n\napprovals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to\n\ncomply with any Applicable Law, applicable to Options granted to Israeli Beneficiaries under this Sub-Plan\n\nor with the Company's incorporation documents.\n\n11.GOVERNING LAW\n\nSolely for the purpose of determining the Israeli tax treatment of Options granted pursuant to this Sub-\n\nPlan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the\n\nState of Israel, without reference to conflicts of law principles.\n\n* * * * *\n\nAppendix A-24\n\nExhibit B\n\nCRITEO\n\nSTOCK OPTION GRANT AGREEMENT\n\nPart I\n\nNOTICE OF STOCK OPTION GRANT\n\n[Optionee’s Name and Address]\n\nYou have been granted an Option to subscribe ordinary Shares of the Company, subject\n\nto the terms and conditions of the Criteo Amended 2016 Stock Option Plan (the “Plan”) and this\n\nOption Agreement.  The Option is governed by articles L. 225−177 and following of the French\n\nCommercial Code.  The Option is not part of the employment agreement or of the office which\n\nhas allowed the Optionee to be granted the Option.  Neither does it constitute an element of the\n\nOptionee’s remuneration.  Unless otherwise defined herein, the terms defined in the Plan shall\n\nhave the same defined meanings in this Stock Option Grant Agreement.\n\nDate of Grant:\n\n________________________________\n\nVesting Commencement Date:\n\n________________________________\n\nExercise Price per Share:\n\n[EUR] ___________________________\n\nTotal Number of Shares Granted:\n\n________________________________\n\n[Type of Options:\n\n[Incentive Stock Option]\n\n[Nonstatutory Stock Option] ]\n\nTerm/Expiration Date\n\n________________________________\n\nWhere the exercise of an Option, as described under Section 9(a) of the Plan, would\n\nlead the Company to be liable for any payment, whether due to fees, taxes or to charges of any\n\nnature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when\n\nthe full payment for the Shares with respect to which the Option is exercised is executed by the\n\nOptionee and the Optionee provides the Company with either the receipt stating the payment by\n\nthe Optionee of any such fee, tax or charge, as above described that would otherwise be paid\n\nby the Company upon exercise of the Option, in place of the Optionee or, the full payment,\n\nunder the same conditions, of any amount due upon the exercise of the Option to be borne by\n\nthe Company.\n\nIn the event that you infringe the above mentioned commitment, you shall be\n\nliable for any consequences resulting from such infringement for the Company and\n\nundertake to indemnify the Company in respect of all amounts payable by the Company\n\nin connection with such infringement.\n\nValidity of the Options:\n\nThe Option will be valid as from the Date of Grant.\n\nVesting Schedule:\n\nUnless otherwise determined or amended by the Board, the Option may be exercised by\n\nthe Optionee on the basis of the following initial vesting schedule subject to the condition\n\nprecedent that the Optionee shall have previously returned to the Company the documents\n\nreferred to under section 1.3 of Part II of the Stock Option Grant Agreement duly initialed and\n\nsigned:\n\n•1/4th (25%) of the Option as from the first anniversary of the Vesting Commencement\n\nDate,\n\nAppendix A-25\n\n•then, 1/16th (6.25%) of the Option at the expiration of each quarter (i.e., successive 3-\n\nmonth period) following the first anniversary of the Vesting Commencement Date during\n\nthirty-six (36) months thereafter, and\n\n•at the latest within nine years and six month as from the Date of Grant or in case of\n\ndeath or Disability of the Optionee during such nine years and six months period, six (6)\n\nmonths as from the death or Disability of the Optionee.\n\nThe number of Shares in respect of which the Option can be exercised pursuant to the\n\nabove vesting schedule will always be rounded to the nearest whole number, provided however\n\nthat the rounding does not result in the issuance of Shares pursuant to the exercise of an Option\n\nin an amount that exceeds the total number of Shares granted under the Option.\n\nIf the Optionee fails to exercise the Option in whole or in part within the said period of\n\nnine years and six months (as may be extended to six (6) months from the death or Disability of\n\nthe Optionee), the Option will lapse automatically.\n\nTermination Period:\n\nUnless otherwise decided by the Board, in case of termination of the Optionee’s\n\nContinuous Status as a Beneficiary, the portion of the Option exercisable at the time of\n\ntermination may be exercised for ninety (90) days after such termination, it being specified that\n\nthe other portion of the Option shall automatically expire at the time of termination.\n\nUpon the death or Disability of the Optionee, the Option may be exercised during a\n\nperiod of six (6) months as provided in the Plan.\n\nSave as may be provided in the Plan, in no event shall the Option be exercised later\n\nthan the Term/Expiration Date as provided above.  Should the Option expire or become\n\nunexercisable for any reason without having been exercised in full, the unsubscribed Shares\n\nwhich were subject thereto shall, unless the Plan shall have been terminated, become available\n\nfor future grant under the Plan.\n\nBy his or her signature and the signature of the Company’s representative below, the\n\nOptionee and the Company agree that the Option is granted under and governed by the terms\n\nand conditions of the Plan and this Stock Option Grant Agreement.  The Optionee has reviewed\n\nthe Plan and this Stock Option Grant Agreement in their entirety, has had the opportunity to\n\nobtain the advice of counsel prior to executing this Stock Option Grant Agreement and fully\n\nunderstands all provisions of the Plan and Stock Option Grant Agreement.  The Optionee\n\nhereby agrees to accept as binding, conclusive and final all decisions or interpretations of the\n\nAdministrator upon any questions relating to the Plan and Stock Option Grant Agreement.  The\n\nOptionee further agrees to notify the Company upon any change in the residence address\n\nindicated below.\n\nAppendix A-26\n\nCRITEO\n\nSTOCK OPTION GRANT AGREEMENT\n\nPart II\n\nTERMS AND CONDITIONS\n\n1.Grant of Options.\n\n1.aThe Administrator of the Company hereby grants to the Optionee named in the\n\nNotice of Grant attached as Part I of this Stock Option Grant Agreement (the “Optionee”), an\n\noption (the “Option”) to subscribe for the number of ordinary Shares, as set forth in the Notice of\n\nGrant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”),\n\nsubject to the terms and conditions of the Plan, which is incorporated herein by reference.\n\nIn the event of a conflict between the terms and conditions of the Plan and the terms and\n\nconditions of this Stock Option Grant Agreement, the terms and conditions of the Plan shall\n\nprevail.\n\n[If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended\n\nto qualify as an Incentive Stock Option under Section 422 of the Code although the Company\n\nmakes no representation as to the tax status of the Option.  However, if this Option is intended\n\nto be an Incentive Stock Option, to the extent that it exceeds the U.S.$100,000 rule of Section\n\n422(d) of the Code, the excess shall be treated as a Non−Statutory Stock Option.]\n\n1.bAn Option will be valid as from the Date of Grant.\n\n1.cIn the event of any tax liability arising on account of the grant of the Options or as\n\na result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such\n\ntaxes shall be that of the Beneficiary alone.  The Beneficiary shall enter into such agreements of\n\nindemnity and execute any and all documents as the Company may specify for this purpose, if\n\nso required at the time of the Grant and at any other time at the discretion of the Company, on\n\nsuch terms and conditions as the Company may think fit, for recovery of the tax due, from the\n\nBeneficiary.\n\n2.Exercise of Options.\n\n1.Right to Exercise.  An Option is exercisable during its term in\n\naccordance with the Vesting Schedule set out in the Notice of Grant and the applicable\n\nprovisions of the Plan and this Stock Option Grant Agreement, subject to the condition\n\nprecedent that the Optionee shall have previously returned to the Company, by electronic\n\ndelivery under the conditions set forth in Section 10 below:\n\n•Part I and Part II of the Stock Option Grant Agreement (Exhibit A), duly\n\ninitialed (all pages but for the signature page) and signed (signature\n\npage).\n\nIn the event of Optionee’s death, Disability or other termination of Optionee’s Continuous\n\nStatus as a Beneficiary, the exercisability of an Option is governed by the applicable provisions\n\nof the Plan and this Stock Option Grant Agreement.\n\n2.Method of Exercise.  An Option is exercisable by delivery of an exercise\n\nnotice, in the form available via the dedicated online platform (the “Exercise Notice”) stating the\n\nelection to exercise the Option, the number of Shares in respect of which the Option is being\n\nexercised (the “Exercised Shares”), and such other representations and agreements as may be\n\nrequired by the Company pursuant to the provisions of the Plan.  The Exercise Notice shall be\n\nsigned by the Optionee and shall be delivered in person or by certified mail to the Company or\n\nits designated representative or by facsimile message to be immediately confirmed by certified\n\nAppendix A-27\n\nmail to the Company or in such other manner as the Company may permit. The Exercise Notice\n\nshall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. \n\nAn Option shall be deemed to be exercised upon receipt by the Company of such fully executed\n\nExercise Notice accompanied by the proof of payment of such aggregate Exercise Price.\n\nNo Share shall be issued pursuant to the exercise of an Option unless such issuance\n\nand exercise complies with all relevant provisions of law as set out under Section 16(a) of the\n\nPlan.\n\nUpon exercise of an Option, the Shares issued to the Optionee shall be assimilated with\n\nall other Shares of the Company, and as from the date of exercise of the Option, the Optionee\n\nshall be entitled to dividends for the fiscal year during which the Option is exercised to the same\n\nextent as any other shareholder of the Company. \n\n3.Method of Payment.  Payment of the aggregate Exercise Price shall be made\n\nvia the Company’s dedicated online platform.\n\nWhere the exercise of an Option would lead the Company or any Affiliated Company to\n\nbe liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in\n\nplace of the Optionee, such Option shall be deemed duly exercised when (a) the full payment\n\nfor the Shares with respect to which the Option is exercised is executed by the Optionee and (b)\n\nthe Optionee provides the Company with either (i) the receipt stating the payment by the\n\nOptionee of any such fee, tax or charge, as above described that would otherwise be paid by\n\nthe Company upon exercise of the Option or, (ii) the full payment, under the same conditions, of\n\nany amount due upon the exercise of the Option to be borne by the Company.\n\nThe Company and its Affiliated Companies may not be held responsible in any\n\nway if the Beneficiary for any reason not attributable to the Company or its Affiliated\n\nCompanies was not able to exercise the Option or purchase the Shares.  The payment for\n\nthe purchase of the Shares is the sole responsibility of the Optionee according to these\n\nTerms and Conditions.\n\n4.Non-Transferability of Option.  An Option may not be transferred in any\n\nmanner otherwise than by will or by the laws of descent or distribution and may be exercised\n\nduring the lifetime of the Optionee only by the Optionee.  The terms of the Plan and this Stock\n\nOption Grant Agreement shall be binding upon the executors, administrators, heirs, successors\n\nand assigns of the Optionee.\n\n5.Term of Options.  Except as provided in the Plan, an Option may be exercised\n\nonly within the term set out in the Notice of Grant, and may be exercised during such term only\n\nin accordance with the Plan and the terms of this Stock Option Grant Agreement.\n\n6.Entire Agreement; Governing Law.  The Plan is incorporated herein by\n\nreference.  The Plan and this Stock Option Grant Agreement constitute the entire agreement of\n\nthe parties with respect to the subject matter hereof and supersede in their entirety all prior\n\nundertakings and agreements of the Company and Optionee with respect to the subject matter\n\nhereof, and may not be modified adversely to the Optionee’s interest except by means of a\n\nwriting signed by the Company and Optionee.  This agreement is governed by the laws of the\n\nRepublic of France.\n\nAny claim or dispute arising under the Plan or this Agreement shall be subject to the\n\nexclusive jurisdiction of the court of competent jurisdiction in the place of the registered office of\n\nthe Company.\n\n7.Tax Obligations.  Regardless of any action the Company or Optionee’s\n\nemployer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll\n\ntax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the\n\nultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s\n\nAppendix A-28\n\nresponsibility and that the Company and/or the Employer (1) make no representations or\n\nundertakings regarding the treatment of any Tax−Related Items in connection with any aspect of\n\nthe Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of\n\nshares of common stock acquired pursuant to such exercise and the receipt of any dividends;\n\nand (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce\n\nor eliminate Optionee’s liability for Tax−Related Items.\n\nPrior to exercise of the Option, Optionee will pay or make adequate arrangements\n\nsatisfactory to the Company and/or the Employer to satisfy all withholding obligations of the\n\nCompany and/or the Employer, if any.  In this regard, Optionee authorizes the Company and/or\n\nthe Employer to withhold all applicable Tax−Related Items legally payable by Optionee from\n\nOptionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds\n\nof the sale of Shares.  Alternatively, or in addition, if permissible under local law, the Company\n\nmay sell or arrange for the sale of Shares that Optionee acquires to meet the withholding\n\nobligation for Tax-Related Items.  Finally, Optionee will pay to the Company or the Employer any\n\namount of Tax-Related Items that the Company or the Employer may be required to withhold as\n\na result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be\n\nsatisfied by the means previously described.  The Company may refuse to honor the exercise\n\nand refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to\n\ncomply with Optionee’s obligations in connection with the Tax−Related Items as described in\n\nthis section.\n\n8.Nature of Grant.  In accepting the grant, Optionee acknowledges that:\n\n1.the Plan is established voluntarily by the Company, it is discretionary in\n\nnature and it may be modified, amended, suspended or terminated by the Company at any time,\n\nunless otherwise provided in the Plan and this Stock Option Grant Agreement;\n\n2.the grant of the Option is voluntary and occasional and does not create\n\nany contractual or other right to receive future grants of options, or benefits in lieu of options,\n\neven if options have been granted repeatedly in the past;\n\n3.all decisions with respect to future option grants, if any, will be at the sole\n\ndiscretion of the Company;\n\n4.Optionee’s participation in the Plan shall not create a right to further\n\nemployment with the Company, any Affiliated Company or the Employer and shall not interfere\n\nwith the ability of the Company, any Affiliated Company or the Employer to terminate Optionee’s\n\nemployment relationship at any time with or without cause;\n\n5.Optionee is voluntarily participating in the Plan;\n\n6.the Option is an extraordinary item that does not constitute compensation\n\nof any kind for services of any kind rendered to the Company, an Affiliated Company or the\n\nEmployer, and which is outside the scope of Optionee’s employment contract, if any;\n\n7.the Option is not part of normal or expected compensation or salary for\n\nany purpose, including, but not limited to, calculating any severance, resignation, termination,\n\nredundancy, end of service payments, bonuses, long service awards, pension or retirement\n\nbenefits or similar payments and in no event should be considered as compensation for, or\n\nrelating in any way to, past services for the Company, an Affiliated Company or the Employer;\n\n8.the Option grant will not be interpreted to form an employment contract\n\nwith the Company, the Employer or any Subsidiary or affiliate of the Company;\n\n9.the future value of the underlying Shares is unknown and cannot be\n\npredicted with certainty;\n\nAppendix A-29\n\n10.if the underlying Shares do not increase in value, the Option will have no\n\nvalue;\n\n11.if Optionee exercises Optionee’s Option and obtains Shares, the value of\n\nthose Shares acquired upon exercise may increase or decrease in value, even below the\n\nexercise price;\n\n12.in consideration of the grant of the Option, no claim or entitlement to\n\ncompensation or damages shall arise from termination of the Option or diminution in value of the\n\nOption or Shares purchased through exercise of the Option resulting from termination of\n\nOptionee’s employment the Company or the Employer (for any reason whatsoever) and\n\nOptionee irrevocably releases the Company and the Employer from any such claim that may\n\narise; if, notwithstanding the foregoing, any such claim is found by a court of competent\n\njurisdiction to have arisen, then, by signing this Agreement, Optionee shall be deemed\n\nirrevocably to have waived Optionee’s entitlement to pursue such claim; and\n\n13.in the event of termination of Optionee’s employment, Optionee’s right to\n\nreceive the Option and vest in the Option under the Plan, if any, will terminate effective as of the\n\ndate that Optionee receives notice of termination regardless of when such termination is\n\neffective; furthermore, in the event of termination of employment, Optionee’s right to exercise\n\nthe Option after termination of employment, if any, will be measured by the date on which the\n\nOptionee receives notice of termination; the Company shall have the exclusive discretion to\n\ndetermine when Optionee is no longer actively employed for purposes of Optionee’s Option\n\ngrant.  In addition, any period of notice or compensation in lieu of such notice, that is given or\n\nought to have been given under any contract, statute, common law or civil law shall be\n\nexcluded.\n\n9.[To be included for the employees of the Israeli subsidiary: Israeli Participants:\n\nThe Options are intended to be subject to tax pursuant to the trustee capital gains route of\n\nSection 102 of the Ordinance, subject to compliance with the requirements under Section 102\n\nand any rules or regulations thereunder, including the execution of this Notice of Stock Option\n\nGrant and the required declarations. However, in the event the Options do not meet the\n\nrequirements of Section 102, such Options and the underlying Ordinary Shares shall not qualify\n\nfor the favorable tax treatment under the Capital Gains Route. The Company makes no\n\nrepresentations or guarantees that the Options will qualify for favorable tax treatment and will\n\nnot be liable or responsible if favorable tax treatment is not available under Section 102. The\n\nOptions and the Ordinary Shares issued upon exercise and/or any additional rights, as detailed\n\nabove, including without limitation any right to receive any dividends or any shares received as a\n\nresult of an adjustment made under the Plan, that may be granted in connection with the\n\nOptions (the “Additional Rights”) shall be issued to or controlled by the Trustee for your benefit\n\nunder the provisions of the Capital Gains Route for at least the period stated in Section 102 or\n\nany other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the\n\nrequirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from\n\nthe Trustee the Ordinary Shares or Additional Rights until the end of the Holding Period.\n\nNotwithstanding the above, if any such sale or transfer occurs before the end of the Holding\n\nPeriod, the sanctions under Section 102 shall apply and shall be borne by you. The Company\n\nand/or member of the Group and/or the Trustee shall withhold taxes according to the\n\nrequirements under the applicable laws, the rules, and regulations, including withholding taxes\n\nat source. Furthermore, you hereby agree to indemnify the Company and/or any member of the\n\nGroup and/or the Trustee and hold them harmless against and from any and all liability for any\n\nsuch tax or interest or penalty thereon, including without limitation, liabilities relating to the\n\nnecessity to withhold, or to have withheld, any such tax from any payment made to you. The\n\nCompany and/or any member of the Group and/or the Trustee, to the extent permitted by law,\n\nshall have the right to deduct from any payment otherwise due to you, or from proceeds of the\n\nsale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with\n\nrespect to such Ordinary Shares. You will pay to the Company, any member of the Group or the\n\nTrustee any amount of taxes that the Company and/or any member of the Group or the Trustee\n\nmay be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the\n\nAppendix A-30\n\nmeans previously described. The Company may refuse to deliver any Ordinary Shares if you fail\n\nto comply with your obligations in connection with the taxes as described in this section. Any\n\nfees associated with any exercise, sale, transfer or any act in relation to the Options and the\n\nOrdinary Shares issued upon exercise, shall be borne by you. The Trustee and/or the Company\n\nand/or any member of the Group shall be entitled to withhold or deduct such fees from\n\npayments otherwise due to/from the Company or any member of the Group or the Trustee.\n\n[Security Law Exemption. If required, the Company will obtain an exemption from the\n\nrequirement to file a prospectus with respect to the Options.  If obtained copies of the Plan and\n\nForm S-8 registration statement for the Plan filed with the U.S. Securities and Exchange\n\nCommission will be available free of charge upon request from your local human resources\n\ndepartment.]\n\nIn addition to the acknowledgments noted above and in the Plan, you hereby understand,\n\nacknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the\n\nOrdinance and the regulations and rules promulgated thereunder, including without limitations\n\nthe provisions of the tax route applicable to your Options and agree to comply with such\n\nprovisions, as amended from time to time, provided that if such terms are not met, the specific\n\ntax route may not apply; (ii) you accept the provisions of the trust agreement signed between\n\nthe Company and the Trustee, and agree to be bound by its terms; (iii) you acknowledge that\n\nselling the Ordinary Shares or releasing the Ordinary Shares from the control of the Trustee\n\nprior to the termination of the Holding Period constitutes a violation of the terms of Section 102\n\nand agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan\n\nadministrator and the Trustee with any information required for the purpose of administering the\n\nPlan including executing their obligations according to Section 102 of the Ordinance, the trust\n\ndeed and the trust agreement, including without limitation information about your Options,\n\nOrdinary Shares, income tax rates, salary bank account, contact details and identification\n\nnumber and acknowledge that the information might be shared with an administrator who is\n\nlocated outside of Israel, where the level of protection of personal data is different than in Israel.]\n\n10.Data Privacy. As part of the 2016 Stock option Plan, the Company processes\n\nsome personal data of the Beneficiary. For this processing, the Company acts as the controller\n\nof this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and,\n\nwhere applicable, those of Act No. 78-17 known as \"Information technology & Civil Liberties\", as\n\namended, together the \"Personal Data Regulation\". Undefined terms used in this clause have\n\nthe meaning given to them pursuant to the Personal Data Regulation.\n\nThe Company processes the Beneficiary's personal data on the legal basis of the conclusion\n\nand performance of the Stock Option Grant Agreement. The purpose of the contract is to\n\nimplement, administer and manage the Beneficiary's participation in the Plan. Processed\n\npersonal data are those strictly necessary for the aforementioned purposes. Especially, this\n\nincludes the following information: the Beneficiary's name, home address and telephone\n\nnumber, date of birth, social insurance number or other identification number, salary, nationality,\n\njob title, any shares or directorships held in the Company, details of all awards or any other\n\nentitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in\n\nBeneficiary's favor (the \"Data\"). Failure by the Beneficiary to provide certain Data could\n\ncompromise the conclusion and performance of the Stock Option Grant Agreement.\n\nThe Company may disclose the Data to the Employer, subsidiaries and Affiliated Companies,\n\nsub-contractors, banking and financial organizations, on a need-to-know basis. These entities\n\nmay be located outside the European Union and in countries that have not been subject of an\n\nadequacy decision. If the recipients are located in other countries that do not provide an\n\nadequate level of protection for personal data, the Company will take all necessary measures\n\nand guarantees to ensure such a level and to supervise such transfers of Data in accordance\n\nwith the Personal Data Regulation, in particular by implementing standard contractual clauses of\n\nthe European Commission. The Beneficiary may request a copy of these guarantees by writing\n\nto the Data Protection Officer at the following address: dpo@criteo.com. \n\nAppendix A-31\n\nIn accordance with the Personal Data Regulation, where applicable, the Beneficiary has the\n\nright to access, rectify, delete, limit processing and transfer his Data. To exercise these rights,\n\nthe Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary\n\nalso has the right to file a complaint with the competent supervisory authority and to\n\ncommunicate to the Company instructions for the storage, deletion and communication of its\n\nData after its death.\n\nIn the context of this processing, the Data will not be kept for longer than necessary for the\n\npurposes referred to in this clause. In any event, the Company will comply with the retention\n\nperiods imposed by law.\n\n11.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver\n\nany documents related to the Option and participation in the Plan or future options that may be\n\ngranted under the Plan by electronic means or to request Optionee’s acceptance to participate\n\nin the Plan by electronic means.  Optionee hereby consents to receive such documents by\n\nelectronic delivery and, if requested, to agree to participate in the Plan through an on−line or\n\nelectronic system established and maintained by the Company or another third party designated\n\nby the Company.\n\n12.Severability.  The provisions of this Stock Option Grant Agreement are\n\nseverable and if any one or more provisions are determined to be illegal or otherwise\n\nunenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and\n\nenforceable.\n\nThank you for accepting the grant by clicking on the acceptance button directly in your\n\nEquate platform no later than 6 months from the date of notification by the Company of the\n\navailability on line of the Grant documentation; the documents being deemed to be received on\n\nthe date of the electronic delivery.\n\nYours sincerely,\n\nCRITEO\n\nAppendix B-1\n\nAPPENDIX B\n\nPlease note that because we are a French company, the full text of the plan has been translated from French. In the case of any\n\ndiscrepancy between this version and the French version, the French version will prevail.\n\nCRITEO\n\nAMENDED AND RESTATED 2015 TIME-BASED RESTRICTED STOCK UNITS\n\nPLAN\n\nAppendix B-2\n\nPlease note that because we are a French company, the full text of the plan has been translated from French. In the case of\n\nany discrepancy between this version and the French version, the French version will prevail.\n\nAMENDED AND RESTATED 2015 TIME-BASED RESTRICTED STOCK\n\nUNITS PLAN\n\nAdopted by the Board of Directors on April 23, 2020\n\nApproved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and June\n\n28, 2017\n\nAmended from time to time. Last amendment by the Board:  April 28, 2026\n\nAppendix B-3\n\nTABLE OF CONTENTS\n\n1.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN ....................................\n\n2\n\n2.DEFINITIONS .........................................................................................................................................................\n\n2\n\n3.PURPOSE ...............................................................................................................................................................\n\n5\n\n4.BENEFICIARIES: ELIGIBLE EMPLOYEES ......................................................................................................\n\n5\n\n5.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS ..............................................................\n\n5\n\n6.VESTING PERIOD ................................................................................................................................................\n\n5\n\n7.HOLDING PERIOD ................................................................................................................................................\n\n10\n\n8.CHARACTERISTICS OF THE ORDINARY SHARES .....................................................................................\n\n11\n\n9.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS ............................................................\n\n11\n\n10.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS ...........................................................................\n\n11\n\n11.INTERMEDIARY OPERATIONS .........................................................................................................................\n\n12\n\n12.ADJUSTMENT ........................................................................................................................................................\n\n12\n\n13.AMENDMENT TO THE TIME-BASED PLAN ....................................................................................................\n\n13\n\n14.TAX AND SOCIAL RULES ....................................................................................................................................\n\n13\n\n15.MISCELLANEOUS ................................................................................................................................................\n\n13\n\n16.DATA PRIVACY ......................................................................................................................................................\n\n15\n\n17.ELECTRONIC DELIVERY ....................................................................................................................................\n\n16\n\n18.SEVERABILITY ......................................................................................................................................................\n\n16\n\nAPPENDIX ...........................................................................................................................................................................\n\n17\n\nAppendix B-4\n\n1.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN\n\nOn July 30, 2015, the Board of Directors adopted the Original 2015 Time-Based Restricted Stock Units Plan, stating\n\nthe conditions and criteria for the Grant of Restricted Stock Units of Criteo, a French société anonyme whose\n\nregistered office is located at 32, rue Blanche, 75009 Paris, France, and whose identification number is 484 786 249\n\nR.C.S. Paris (hereafter referred to as the \"Company”), to the benefit of employees, certain categories of such\n\nemployees, and/or corporate officers who meet the conditions set forth by Article L. 225-197-1 II of the French\n\nCommercial Code of the Company or any company or economic interest group (groupement d'intérêt économique) in\n\nwhich the Company holds, directly or indirectly, 10% or more of the share capital and voting rights at the date of\n\nGrant of said shares and the combined (ordinary and extraordinary) shareholders’ meeting of the Company approved\n\nthe Time-Based Restricted Stock Units Plan on October 23, 2015.\n\nThe Original 2015 Time-Based Restricted Stock Units Plan was subsequently approved by the combined (ordinary and\n\nextraordinary) shareholders’ meeting of the Company which also granted authority to the Board of Directors to grant\n\nRestricted Stock Units under the Original 2015 Time-Based Restricted Stock Units Plan. On February 25, 2016 the\n\nBoard of Directors adopted this amended and restated version of the Original 2015 Time-Based Restricted Stock\n\nUnits Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in\n\nparticular by the Board of Directors on April 7, 2016, on June 28, 2016, on July 28, 2016, on June 27, 2017, on April 4,\n\n2018, on April 25, 2019, on April 23, 2020, on April 7, 2021,  on April 6, 2022, on April 5, 2023, and on April 28, 2026,\n\nthe \"2015 Time-Based Restricted Stock Units Plan” or the \"Time-Based Plan”).\n\n2.DEFINITIONS\n\nUnder the Time-Based Plan, the following terms and expressions starting with a capital letter shall have the following\n\nmeaning and may be used indifferently in the singular or in the plural form:\n\n\"Agreed Leave\"\n\nrefers to any leave of absence of more than three months having received a\n\nprior approval from the Company or requiring no prior approval under U.S.\n\nlaws.  Agreed Leaves shall include leaves for illnesses, military leave, and any\n\nother personal leave or conditions about which the employee has advance\n\nknowledge. Agreed Leave shall not include any absence considered as\n\neffective working time, such as maternity leave, of whatever duration, which\n\nshall not automatically result in a termination of the employment relationship\n\nbetween the Beneficiary and the Company or the Group.\n\n\"Applicable Laws\"\n\nrefers to, for the U.S., the legal requirements related to the administration of\n\nequity compensation plans under federal and state corporate and securities\n\nlaws, including requirements of any exchange or quotation system on which\n\nthe Shares may then be listed or quoted, and the Code in force in the United\n\nStates of America.\n\n\"Beneficiary\"\n\nrefers to the person(s) for whose benefit the Board of Directors has approved a\n\nGrant of Restricted Stock Units as well as, as the case may be, his or her heirs.\n\n\"Board of Directors\"\n\nrefers to the Company’ s board of directors.\n\n\"Bylaws\"\n\nrefers to the Company’s bylaws in force at the date referred to.\n\nAppendix B-5\n\n\"Change in Control\"\n\nrefers to (i) a merger (fusion) of the Company with or into another corporation,\n\nother than to another corporation, entity or person in which the holders of at\n\nleast a majority of the voting rights and share capital of the Company\n\noutstanding immediately prior to such transaction continue to hold (either by\n\nsuch shares remaining outstanding in the continuing entity or by being\n\nconverted into shares of voting rights and share capital of the surviving entity)\n\na majority of the total voting rights and share capital of the Company (or the\n\nsurviving entity) outstanding immediately after such transaction (an\n\n\"Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or\n\nseveral shareholders of the Company to any person or group of persons of a\n\nnumber of Ordinary Shares of the Company such that the transferee(s) shall\n\nown a majority of the voting rights and share capital of the Company, or (iii)\n\nthe sale, lease or other disposition, in a single transaction or in a series of\n\nrelated transactions, of all or substantially all of the assets of the Company\n\nother than to (1) a corporation or other entity of which at least a majority of its\n\ncombined voting rights and share capital is owned directly or indirectly by the\n\nCompany or (2) an Excluded Entity.\n\n\"Disability\"\n\nrefers to the disability of a Beneficiary corresponding to the second or third of\n\nthe categories provided by Article L. 341-4 of the French Social Security Code.\n\n\"Grant Date\"\n\nrefers to the date when the Board of Directors approves a grant of Restricted\n\nStock Units under the Time-Based Plan.\n\n\"Grant Letter\"\n\nrefers to the notice, substantially in the form set forth in Exhibit 2, which\n\ninforms a given Beneficiary of the Grant of Restricted Stock Units, as stated in\n\nArticle 5 of the Time-Based Plan.\n\n\"Grant\"\n\nrefers to the decision of the Board of Directors to grant Restricted Stock Units\n\nto a given Beneficiary, subject to the vesting conditions set forth by the Time-\n\nBased Plan as amended from time to time.\n\n\"Group\"\n\nrefers to the Company and to all the companies and groups affiliated with the\n\nCompany within in the meaning of Article L. 225-197-2 of the French\n\nCommercial Code.\n\n\"Holding Period\"\n\nrefers to the period, if any, starting on the Vesting Date, during which a\n\nBeneficiary may not transfer or pledge his or her shares underlying the vested\n\nRestricted Stock Units, by any means, or convert them into the bearer form; it\n\nbeing specified that the total duration of both the Vesting Period and the\n\nHolding Period may in no event be less than two years as from the Grant Date\n\npursuant to applicable French law.\n\n\"Ordinary Share\"\n\nrefers to one ordinary share (action ordinaire) of the Company or an American\n\nDepositary Share representing one Share on the Nasdaq Global Market.\n\n\"Original Time-Based\n\nPlan\"\n\nrefers to the version of the Time-Based Plan that was adopted by the Board of\n\nDirectors on July 30, 2015 and approved by the combined (ordinary and\n\nextraordinary) shareholders’ meeting of the Company on October 23, 2015.\n\nAppendix B-6\n\n\"Presence\"\n\nrefers to the presence of the Beneficiary in his or her capacity as employee\n\nand/or corporate officer of the Company or of any of the companies of the\n\nGroup.\n\n\"Restricted Stock Units\"\n\nrefers to a promise by the Company to deliver to the Beneficiary on the\n\nVesting Date, at no consideration, Ordinary Shares subject to the vesting\n\nconditions set forth by the Time-Based Plan. Dividend, voting and other\n\nshareholder rights will not apply until the issuance or transfer of Ordinary\n\nShares at the time of vesting of the Restricted Stock Units under the Time-\n\nBased Plan.\n\n\"Secured Restricted\n\nStock Units\"\n\nRestricted Stock Units for which the Presence condition of the Beneficiary is\n\nmet and for which underlying Ordinary Shares will be delivered to the relevant\n\nBeneficiary upon the Vesting Date.\n\n\"Vesting Date\"\n\nrefers to the date on which the Ordinary Shares of the Company subject to the\n\nRestricted Stock Units are delivered to the relevant Beneficiary.\n\n\"Vesting Period\"\n\nrefers to the minimum one-year period starting on the Grant Date and ending\n\non the Vesting Date, being specified that the Board of Directors may decide to\n\nextend this period for all or part of the Restricted Stock Units and/or provide\n\nfor vesting in tranches, as stated in the corresponding Grant Letter.\n\n\"Working Day\"\n\nrefers to any day on which legal business can be conducted within the\n\nCompany, i.e., every Monday, Tuesday, Wednesday, Thursday and Friday, as\n\nlong as it is not a public holiday.\n\n3.PURPOSE\n\nThe Time-Based Plan sets forth the conditions and criteria for the Grant of Restricted Stock Units under the Time-\n\nBased Plan, pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code and to the authorization granted\n\nby the shareholders’ meeting of the Company dated October 23, 2015.\n\nThe purposes of the Time-Based Plan are:\n\n•to attract and retain the best available personnel for positions of substantial responsibility;\n\n•to provide additional incentive to Beneficiaries; and\n\n•to promote the success of the Company's business.\n\n4.BENEFICIARIES: ELIGIBLE EMPLOYEES\n\nPursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, the Board of Directors of\n\nthe Company will approve the list of Beneficiaries among employees and corporate officers (who meet the conditions\n\nset forth by Article L. 225-197-1 II of the French Commercial Code) of the Group, together with the indication of the\n\nnumber of Restricted Stock Units granted to each of them.\n\nAppendix B-7\n\n5.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS\n\nThe notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made\n\navailable to the Beneficiary together with a copy of the Time-Based Plan, indicating the number of Restricted Stock\n\nUnits granted to the Beneficiary, the Vesting Period and the Holding Period, if any.\n\nThe Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the\n\nTime-Based Plan by accepting online his or her documentation by means of the tool made available by the Company\n\nand by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the\n\nCompany) from the date of notification by the Company of the availability on line of the Grant documentation, the\n\ndocuments being deemed to be received on the date of the electronic delivery.\n\n6.VESTING PERIOD\n\n6.1.Principle\n\n(a)The Restricted Stock Units granted under the Time-Based Plan shall vest in the Beneficiaries at the end of the\n\nVesting Period, subject to the continued Presence of the Beneficiary during the Vesting Period, in the absence of\n\nwhich he or she will not be entitled to acquire the shares underlying the Restricted Stock Units on the date when this\n\ncondition is no longer met, except as set forth in Article 6.1(b).\n\nUnless otherwise decided by the Board, should the Beneficiary be at the same time an employee and an officer of the\n\nsame company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the\n\nright to vest in the Restricted Stock Units granted under the Time-Based Plan at the end of the Vesting Period.\n\nPursuant to Article L. 225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company\n\nwhich is personal and may not be transferred until the end of the Vesting Period, except in case of death.\n\nDuring the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the\n\nCompany. As a consequence, they will not hold any rights attached to the Ordinary Shares.\n\n(b)Unless otherwise determined by the Board of Directors at the time of the Grant and except with respect to\n\nany Beneficiary who is taxable on his/her Company employment income in one of the countries listed in Exhibit 1 at\n\nthe time of the Grant (for whom this Article 6.1(b) shall not apply), if the Beneficiary ceases to be an employee or\n\nofficer of the Group after the one-year anniversary of the Grant Date but prior to (i) the Vesting Date or (ii) in the case\n\nof a Grant that vests in tranches, the vesting date of the first tranche of the Grant (such date in either (i) or (ii), the\n\n\"First Vesting Date”), then the Beneficiary shall definitively secure, on the First Vesting Date, the delivery of a\n\nnumber of Restricted Stock Units that is equal to the pro rata portion (measured by the ratio of the (A) total number\n\nof fully expired quarters elapsed from the Grant Date of the relevant Restricted Stock Units (included) to the date\n\nwhen the Beneficiary ceases to be an employee or officer of the Group (excluded) to (B) the total number of quarters\n\nbetween the Grant Date included and the First Vesting Date (included)) of the number of Restricted Stock Units that\n\nthe Beneficiary would have definitively secured and vested in on the First Vesting Date, had the continued Presence\n\ncondition set forth in Article 6.1(a) been satisfied on such date (rounded to the nearest whole number). For instance:\n\n•if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary of\n\nthe Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary thereof, he shall vest\n\non such second anniversary date in 25% (i.e., 4/8 * 50%) of his Restricted Stock Units, with the balance being\n\nautomatically forfeited.\n\nAppendix B-8\n\n•if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary plus\n\nthree months of the Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary\n\nthereof, he shall vest on such second anniversary date in 31.25% (i.e., 5/8 * 50%) of his Restricted Stock Units,\n\nwith the balance being automatically forfeited.\n\nFor the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than\n\none year after the Grant Date.\n\nIn the event of a Beneficiary who after the Grant Date and before the First Vesting Date would be relocated from a\n\ncountry not listed in the Exhibit 1 where he/she was taxable on his/her employment income to a country listed in the\n\nExhibit 1 and who, before the time of the First Vesting Date, becomes taxable on his/her employment income in a\n\ncountry listed in the Exhibit 1,  the provision of this Article 6.1 (b) shall be terminated; provided, however, that\n\nRestricted Stock Units that have become Secured Restricted Stock Units prior to the relocation to a country listed in\n\nExhibit 1 shall remain secured and the underlying shares will be delivered upon the Vesting Date.\n\n(c)In addition to any other powers set forth in the Time-Based Plan and subject to the provisions of the Time-\n\nBased Plan, the Board of Directors shall have the full and final power and authority, in its discretion, to determine the\n\nterms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock\n\nUnits acquired pursuant thereto. Further, the Board of Directors shall have the full and final power and authority, in its\n\ndiscretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled,\n\nforfeited, exchanged, or surrendered.\n\nNotwithstanding Articles 6.5, 6.6 and 6.7 of the Time-Based Plan, the Board of Directors shall not accelerate or\n\nshorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with\n\nrespect to a Grant under the Time-Based Plan solely based on a Change in Control.\n\n6.2Compliance with Company Policies\n\n1)Grant Subject to Clawback Policy.  The Grant Letter shall contain an acknowledgement and\n\nagreement by the Beneficiary that any Grant pursuant to the Time-Based Plan shall be subject to any\n\napplicable clawback policy of the Company, as adopted by the Company from time to time, as well as\n\nto any clawback required by any applicable laws, regulations or trading rules of any exchange on\n\nwhich the Company’s shares are listed at such time.\n\n2)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted\n\nStock Units may need to be retained by the Beneficiary in order to comply with the Company’s Share\n\nOwnership Guidelines, to the extent applicable to the Beneficiary.\n\n6.3Internal mobility\n\nIn the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the\n\ntermination of the initial employment agreement and the entering into of a new employment agreement or of a\n\nposition as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of\n\na new position of officer or the entering into of a new employment agreement in one of such companies, the\n\nBeneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period.\n\n6.4Agreed Leave of Absence Exceeding Three Months\n\nAppendix B-9\n\nIn the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of\n\nthe quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the\n\nfirst day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed\n\nLeave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.4.\n\n6.5Disability\n\nIn the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary\n\non the date of Disability.\n\n6.6Death\n\nIn the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest at the date\n\nof the request for vesting duly made by his or her beneficiaries in the framework of the inheritance.\n\nThe request for vesting of the Restricted Stock Units shall be made within six months from the date of death in\n\ncompliance with Article L. 225-197-3 of the French Commercial Code.\n\n6.7Retirement\n\nIn the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of\n\nRestricted Stock Units that may vest pursuant to Article 6.1(b) upon the retirement of such Beneficiary, the Board of\n\nDirectors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for\n\nall or part of the Restricted Stock Units prior to the date of such retirement.\n\n6.8Change in Control\n\n1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and\n\nthe Beneficiary or in the applicable Grant Letter, in the event of a Change in Control:\n\na.Where the successor corporation or parent or subsidiary of the successor corporation does not agree\n\nto assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted\n\nfor and for which the Grant Date is at least one year prior to the consummation of the Change in\n\nControl, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse and the\n\nRestricted Stock Units shall be deemed fully vested prior to the consummation of the Change in\n\nControl. Any Grant for which the Grant Date is less than one year prior to the consummation of the\n\nChange in Control shall either be assumed or substituted for in accordance with Article 6.8(a)(ii) or\n\ncancelled in accordance with Article 6.8(a)(iii) below.\n\nb.For the purposes of this Article 6.8, a Grant will be considered assumed or substituted if, (A) following\n\nthe Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to\n\nthe Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or\n\nother securities or property) or the fair market value, as determined by the Board of Directors in good\n\nfaith, of the consideration received in the Change in Control by holders of Ordinary Shares for each\n\nsuch share held on the effective date of the transaction; provided, however, that if such consideration\n\nreceived in the Change in Control is not solely common stock of the successor corporation or its\n\nparent, the Board of Directors may, with the consent of the successor corporation, provide that the\n\nconsideration to be received for each Restricted Stock Unit shall be solely common stock of the\n\nsuccessor corporation or its parent equal in fair market value, as determined by the Board of Directors\n\nAppendix B-10\n\nin good faith, to the per share consideration received by holders of Ordinary Shares in the Change in\n\nControl; (B) any securities of the successor corporation or its parent forming part of the Grant\n\nfollowing the Change in Control are freely tradable on a major stock exchange; and (C) the Grant\n\notherwise remains subject to the same terms and conditions that were applicable to the Grant\n\nimmediately prior to the Change in Control.\n\nc.Notwithstanding any other provision of the Time-Based Plan, in the event of a Change in Control,\n\nexcept as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal\n\nRevenue Code, the Board of Directors may, in its discretion, provide that each Grant shall,\n\nimmediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in\n\ncash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in\n\nControl multiplied by (ii) the number of Restricted Stock Units granted under the Grant. The Board of\n\nDirectors shall not be required to treat all Grants similarly for purposes of this Article 6.8(a). Payment\n\nof amounts under this Article 6.8(a) shall be made in such form, on such terms and subject to such\n\nconditions as the Board of Directors determines in its discretion, which may or may not be the same\n\nas the form, terms and conditions applicable to payments to the Company's shareholders in\n\nconnection with the Change in Control and may, in the Board of Directors’ discretion, include\n\nsubjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting\n\nsuch payments to escrow or holdback provisions comparable to those imposed upon the Company's\n\nshareholders in connection with the Change in Control, or calculating and paying the present value of\n\npayments that would otherwise be subject to escrow or holdback terms.\n\n2)The obligations of the Company under the Time-Based Plan shall be binding upon any successor\n\ncorporation or organization resulting from the Change in Control.\n\n6.9 Compliance with laws and liability of the Company.\n\n1)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such\n\nRestricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant\n\nprovisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as\n\namended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated\n\nthereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which\n\nthe shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units\n\nare granted and any other French, U.S. or other laws applicable to the Restricted Stock Units.\n\n2)Without limiting the provisions of Article 6.9(a) above, the inability of the Company to obtain authority from\n\nany regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or\n\ncompliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any\n\nshares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares\n\nas to which such requisite authority shall not have been obtained or as to which such legal compliance has not\n\nAppendix B-11\n\nbeen possible or practicable, and shall constitute circumstances in which the Board may determine to amend\n\nor cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary.\n\n3)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any\n\nreason not attributable to the Company or its affiliated companies was not able to acquire the shares.\n\n7.HOLDING PERIOD\n\n7.1Principle\n\n1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares\n\nunderlying the Restricted Stock Units granted under the Time-Based Plan and will be shareholders of the\n\nCompany. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of\n\nthe Company.\n\nHowever, the Ordinary Shares underlying the Restricted Stock Unit shall not be transferable during the Holding\n\nPeriod (if any) and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into the\n\nbearer form.\n\n2)At the end of the Holding Period (if any), the Ordinary Shares underlying the Restricted Stock Unit will be fully\n\ntransferable, subject to the provisions of the following paragraph.\n\nAt the end of the Holding Period, if any, the Ordinary Shares underlying the Restricted Stock Unit granted under the\n\nTime-Based Plan may not be transferred (i) if a \"black-out” period is in effect pursuant to the Company’s Insider\n\nTrading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or\n\ntrading rules or restrictions of any exchange on which the Company’s shares are listed at such time.\n\n7.2Specific situations\n\nNotwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the\n\nRestricted Stock Unit delivered to the Beneficiaries referred to in Article 6.5 above or to the beneficiaries of the\n\ndeceased Beneficiary referred to in Article 6.6 above may be freely transferred as from the date of their vesting.\n\n8.CHARACTERISTICS OF THE ORDINARY SHARES \n\nThe Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units that shall be, at the Company’s\n\nchoice, new shares to be issued by the Company or existing shares acquired by the Company.\n\nAs from the Vesting Date, the Ordinary Shares delivered pursuant to the Restricted Stock Units shall be subject to all\n\nthe provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same\n\nrights as from the Vesting Date.\n\nDividend equivalents may be accumulated with respect to Restricted Stock Units granted under the Time-Based Plan\n\nsolely to the extent determined by the Board of Directors,in its sole discretion. To the extent the Board of Directors\n\nprovides for the accumulation of dividend equivalents with respect to Restricted Stock Units, such dividend\n\nequivalents may be credited or paid in the form of cash or Ordinary Shares or through reinvestment in additional\n\nRestricted Stock Units or in such other manner as the Board of Directors may determine in its sole discretion, and any\n\nsuch dividend equivalents shall be subject to the same conditions and restrictions (including without limitation, any\n\nforfeiture conditions) as the Restricted Stock Units to which they are attributable. Restricted Stock Units that do not\n\nvest do not give a right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date.\n\nAppendix B-12\n\n9.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS\n\nAt the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the\n\nRestricted Stock Units vested under the Time-Based Plan, provided that the conditions and criteria for such vesting\n\nprovided by Articles 5 and 6 above are met.  However, Ordinary Shares may not be delivered in fractional shares. \n\nUnless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end\n\nof any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does\n\nnot result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant.\n\nIf the Vesting Date is not a Working Day, the delivery of the Ordinary Shares shall be completed the first Working Day\n\nfollowing the end of the Vesting Period.\n\nThe Ordinary Shares underlying the Restricted Stock Units that may be vested under the Time-Based Plan will be\n\nheld, during the Holding Period, if any, in nominative form (nominatif pur) in an individual account opened in the\n\nname of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions\n\nof Article 7.1(b) above are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no\n\nHolding Period), the Ordinary Shares underlying the Restricted Stock Units shall remain in nominative form\n\n(nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article\n\n7.1(b) above are complied with.\n\nIn the event that, as a consequence of the Grant of Restricted Stock Units under the Time-Based Plan, the Company\n\nor any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or\n\ncontributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the\n\nOrdinary Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant\n\ncompany of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions.\n\n10.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS\n\n10.1Shares Available.\n\nSubject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares\n\nunderlying the Restricted Stock Units (including pursuant to any dividend equivalents) that may be delivered under\n\nthe Time-Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the\n\nCompany’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the\n\nCompany, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Unit\n\ngranted in connection with the Time-Based Plan (i.e., grants other than options or warrants) shall be counted against\n\nthis limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with\n\nsuch Grant (including any Ordinary Shares relating to dividend equivalents).  Ordinary Shares subject to the Time-\n\nBased Plan shall consist of authorized but unissued shares, as well as existing shares of the Company.\n\nIn the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the\n\nOrdinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant\n\nshall, provided the Time-Based Plan is still in force, again be available for future Grant pursuant to the Time-Based\n\nPlan or the 2015 Performance Based Plan. Notwithstanding any provision of the Time-Based Plan or the Appendix\n\nthereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding\n\nobligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Time-Based\n\nPlan.\n\nAppendix B-13\n\n11.INTERMEDIARY OPERATIONS\n\nSubject to Article 6.8, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger\n\nor split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall\n\napply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the\n\nsurviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted\n\nStock Units.\n\nThe same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split\n\ncompleted in compliance with applicable regulations during the Holding Period, if any.\n\n12.ADJUSTMENT\n\nShould the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the\n\nallocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance\n\npremiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a\n\npreferential subscription right reserved to the shareholders or any other corporate transaction or event having an\n\neffect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Restricted Stock Units\n\ngranted under the Time-Based Plan may be adjusted in order to take into account said operation by application,\n\nmutatis mutandis, of the terms of adjustment provided by the law for the beneficiaries of stock options as per Article\n\nL. 225-181 and Article L. 228-99 of the French commercial code.\n\nEach Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of\n\nRestricted Stock Units he or she benefited from, it being specified that the Restricted Stock Units of the Company\n\ngranted pursuant to this adjustment shall be governed by the Time-Based Plan.\n\n13.AMENDMENT TO THE TIME-BASED PLAN\n\n13.1Principle\n\nThe Time-Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject\n\nto shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock\n\nMarket. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in\n\nthe rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate\n\ncompliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors\n\n(or its delegate).\n\nThe new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date\n\nof the decision to amend the Time-Based Plan made by the Board of Directors, or the written consent of the\n\nBeneficiary, if required.\n\n13.2Notice of the amendments\n\nThe affected Beneficiaries shall be notified of an amendment to the Time-Based Plan, by any reasonable means,\n\nincluding by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-\n\nmail.\n\nAppendix B-14\n\n14.TAX AND SOCIAL RULES\n\nThe Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in\n\nrelation to the grant of Restricted Stock Units, on the due date of said taxes or costs.\n\nEach Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with\n\nin relation to the grant of the Restricted Stock Units.\n\n15.MISCELLANEOUS\n\n15.1Rights in relation to the capacity of employee\n\nNo provisions of the Time-Based Plan shall be construed as granting to the Beneficiary a right to have his or her\n\nemployment agreement with the Company or any of the companies of the Group maintained, or limiting the right of\n\nthe Company or any of the companies of the Group to terminate or amend the terms and conditions of the\n\nemployment agreement of the Beneficiary.\n\n15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant\n\nRights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Time-Based Plan\n\ndoes not imply that he or she shall benefit from any other plan that may be implemented thereafter.\n\nNature of Grant. In accepting any Grant under the Time-Based Plan, the Beneficiary acknowledges that:\n\n(a)the Time-Based Plan is established voluntarily by the Company, it is discretionary in nature and it may\n\nbe modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the\n\nTime-Based Plan;\n\n(b)the grant of the Restricted Stock Units is voluntary and occasional and does not create any\n\ncontractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock\n\nUnits, even if Restricted Stock Units have been granted repeatedly in the past;\n\n(c)all decisions with respect to future grants, if any, will be at the sole discretion of the Company;\n\n(d)Beneficiary’s participation in the Time-Based Plan shall not create a right to further employment with\n\nthe Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment\n\nrelationship at any time with or without cause unless otherwise required under local law;\n\n(e)Beneficiary is voluntarily participating in the Time-Based Plan;\n\n(f)the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind\n\nfor services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s\n\nemployment contract, if any;\n\n(g)the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose,\n\nincluding, but not limited to, calculating any severance, resignation, termination, redundancy, end of service\n\npayments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should\n\nbe considered as compensation for, or relating in any way to, past services for the Company or the Employer;\n\nAppendix B-15\n\n(h)in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to\n\nform an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted\n\nto form an employment agreement with the Employer or any subsidiary or affiliate of the Company;\n\n(i)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with\n\ncertainty;\n\n(j)if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or\n\ndecrease;\n\n(k)in consideration of the grant, no claim or entitlement to compensation or damages shall arise from\n\ntermination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of\n\nthe Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary\n\nirrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the\n\nforegoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Time-\n\nBased Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such\n\nclaim; and\n\n(l)unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s\n\nemployment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Time-Based\n\nPlan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be\n\nextended by any notice period mandated under the local law (e.g., active employment would not include a period of\n\n\"garden leave” or similar period pursuant to local law).\n\n15.3Applicable law - Jurisdiction\n\nThe Time-Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its performance\n\nshall be decided by the competent courts of the French Republic.\n\n15.4Provisions Applicable to Beneficiaries Located outside of France\n\nThe attached Appendix applies to Beneficiaries located outside of France at the time of the relevant taxable event.\n\n16.DATA PRIVACY\n\nAs part of the 2015 Time-Based Plan, the Company processes some personal data of the Beneficiary. For this\n\nprocessing, the Company acts as the controller of this personal data and in accordance with the provisions of\n\nRegulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as \"Information technology & Civil\n\nLiberties\", as amended, together the \"Personal Data Regulation\". Undefined terms used in this clause have the\n\nmeaning given to them pursuant to the Personal Data Regulation.\n\nThe Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the\n\ncontract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to\n\nimplement, administer and manage the Beneficiary's participation in the 2015 Time-Based Plan. Processed personal\n\ndata are those strictly necessary for the aforementioned purposes. Especially, this includes the following information:\n\nthe Beneficiary's name, home address and telephone number, date of birth, social insurance number or other\n\nidentification number, salary, nationality, job title, any shares or directorships held in the Company, details of all\n\nawards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in\n\nAppendix B-16\n\nBeneficiary's favor (the \"Data\"). Failure by the Beneficiary to provide certain Data could compromise the conclusion\n\nand performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter.\n\nThe Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking\n\nand financial organizations on a need-to-know basis. These entities may be located outside the European Union and\n\nin countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do\n\nnot provide an adequate level of protection for personal data, the Company will take all necessary measures and\n\nguarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data\n\nRegulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary\n\nmay request a copy of these guarantees by writing to the Data Protection Officer at the following address:\n\ndpo@criteo.com. \n\nIn accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify,\n\ndelete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data\n\nProtection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent\n\nsupervisory authority and to communicate to the Company instructions for the storage, deletion and communication\n\nof its Data after its death.\n\nIn the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in\n\nthis clause. In any event, the Company will comply with the retention periods imposed by law.\n\n17.ELECTRONIC DELIVERY \n\nThe Company may, in its sole discretion, decide to deliver any documents related to the Time-Based Plan or future\n\nawards that may be granted under the Time-Based Plan by electronic means or to request Beneficiary’s consent to\n\nparticipate in the Time-Based Plan by electronic means.  Beneficiary hereby consents to receive such documents by\n\nelectronic delivery and, if requested, to agree to participate in the Time-Based Plan through an on-line or electronic\n\nsystem established and maintained by the Company or another third party designated by the Company.\n\n18.SEVERABILITY\n\nThe provisions of this Time-Based Plan are severable and if any one or more provisions are determined to be illegal or\n\notherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.\n\nAppendix B-17\n\nAPPENDIX\n\nTERMS AND CONDITIONS\n\nThis Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside\n\nof France.  Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Time-\n\nBased Plan.\n\nNOTIFICATIONS\n\nThis Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary\n\nshould be aware with respect to his or her participation in the Time-Based Plan.  The information is based on the\n\nsecurities, exchange control and other laws in effect in the respective countries as of March 2023.  Such laws are often\n\ncomplex and change frequently.  The Company therefore strongly recommends that the Beneficiary not rely on the\n\ninformation in this Appendix as the only source of information relating to the consequences of his or her participation\n\nin the Time-Based Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock\n\nUnits and/or sells any shares delivered pursuant to the award.\n\nGENERAL PROVISIONS\n\nTaxes.  Regardless of any action the Company or the Beneficiaries’ employer (the \"Employer”) takes with respect to\n\nany or all income tax, social insurance, payroll tax, or other tax-related withholding (\"Tax-Related Items”), the\n\nBeneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and\n\nremains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or\n\nundertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock\n\nUnits grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of Ordinary Shares\n\nunderlying Restricted Stock Units delivered pursuant to such vesting and the receipt of any dividends; and (2) do not\n\ncommit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the\n\nBeneficiary’s liability for Tax-Related Items.\n\nPrior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to\n\nthe Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. \n\nIn this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related\n\nItems legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company\n\nand/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in\n\naddition, if permissible under local law, and with respect to any individual who is determined by Criteo to be an\n\n\"officer” as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the\n\nExchange Act), or an \"executive officer” as defined by Rule 3b-7 promulgated under the Exchange Act, the Company\n\nmay, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding\n\nobligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable\n\naccounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding\n\namount, and further provided that any such withholding of shares shall be subject to advance approval by the Board\n\nof Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act.  Finally, the\n\nBeneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the\n\nEmployer may be required to withhold as a result of the Beneficiary’s participation in the Time-Based Plan or the\n\nBeneficiary’s Vesting of Restricted Stock Units that cannot be satisfied by the means previously described.  The\n\nCompany may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock\n\nAppendix B-18\n\nUnits if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as\n\ndescribed in this section.\n\nFor tax residents of the United States\n\nBeneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or\n\ntransfer of which by the Company requires compliance with federal and state securities laws.\n\nBeneficiary acknowledges that these securities are made available to Beneficiary only on the condition that\n\nBeneficiary makes the representations contained in this section to the Company.\n\nBeneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the\n\nrights and the value of these securities.\n\nThe intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from,\n\nSection 409A of the Internal Revenue Code of 1986, as amended (the \"Code\") to the extent subject thereto, and,\n\naccordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be\n\ninterpreted and be administered to be in compliance therewith or exempt therefrom.  In this regard, any payments or\n\nbenefits (including vesting tranches) described in the Time-Based Plan and the Grant Letters thereunder that are due\n\nwithin the \"short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred\n\ncompensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under\n\nthe Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code.\n\nNotwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/\n\nor tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from\n\nservice with the Company for purposes of this the Time-Based Plan and no payment or benefit shall be due to the\n\nBeneficiary under the Time-Based Plan and the Grant Letters thereunder on account of a separation from service until\n\nthe Beneficiary would be considered to have incurred a \"separation from service” from the Company within the\n\nmeaning of Section 409A of the Code.  Notwithstanding anything to the contrary in the Plan and the Grant Letters\n\nthereunder, to the extent that any amounts are payable upon a separation from service and such payment would\n\nresult in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status as a\n\n\"specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any other\n\nagreement of the Company, shall be made on the first business day after the date that is six (6) months following such\n\nseparation from service (or death, if earlier).  Further notwithstanding anything to the contrary in the Plan, to the\n\nextent required under Section 409A of the Code to make payment of an award upon a Change in Control, the\n\napplicable transaction or event defined in Article 2 and described in Article 6.8 of the Plan must qualify as a \"change in\n\ncontrol event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it\n\ndoes not, then unless otherwise specified in the applicable Grant Letter, any Restricted Stock Units vested in the\n\nBeneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with\n\nArticle 9 of the Plan (or death, if earlier).\n\nFor Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.5\n\nof the Time-Based Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later\n\nthan 60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock\n\nUnits are considered deferred compensation subject to Section 409A of the Code, any such Disability will be within\n\nthe meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any Restricted\n\nStock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified Vesting Date, in\n\naccordance with Article 9 of the Plan (or death, if earlier).\n\nAppendix B-19\n\nFor Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6\n\nof the Time-Based Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the\n\ndate of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year\n\nof the Beneficiary’s death to the extent permitted by Section 409A of the Code. The Company makes no\n\nrepresentation that any or all of the payments described in the Time-Based Plan and the Grant Letters thereunder will\n\nbe exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the\n\nCode from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and\n\npenalties incurred under Section 409A.\n\nThe Company makes no representation as to the tax status of the Time-Based Plan to the Beneficiary who should\n\nseek his or her own tax advice.\n\nFor Israeli Tax Residents\n\nUpon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident\n\nmember of the Group (the \"Approved Israeli Participants\"), and is intended to qualify for beneficial tax treatment\n\npursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961\n\n(\"Trustee 102 Awards\", \"Capital Gains Route\" and \"Ordinance\") the following provisions shall apply. The designation\n\nof a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee\n\nthereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants\n\nare intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee\n\n102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If\n\nthe terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section\n\n102 or Section 2 or 3(i) of the Ordinance.\n\nTrustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or\n\nother Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the\n\ntrustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the\n\nOrdinance (the \"102 Trustee\") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in\n\naccordance with the provisions of Section 102 of the Ordinance. In the event the requirements for Trustee 102 Awards\n\nare not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the\n\nOrdinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102. \n\nWith respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall\n\nnot sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award\n\nand/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends,\n\nunder the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time\n\ndetermined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs\n\nduring the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved\n\nIsraeli Participant.\n\nNotwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or\n\nissued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that\n\nthe full amounts of any Tax due have been paid or will be paid.\n\nUpon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under\n\nSection 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company\n\nand the 102 Trustee.\n\nAppendix B-20\n\nEach Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved\n\nIsraeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has\n\nprovided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that\n\nif the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance.\n\nNotwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid\n\nor not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be\n\ngiven to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such\n\nApproved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant.\n\nAny such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted\n\nStock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the\n\nApproved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary\n\nShares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.\n\nWith regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed\n\nan integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA,\n\nwhich must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102\n\nAward, which is not expressly specified herein, shall be considered binding upon the Company and the Approved\n\nIsraeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax\n\ntreatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards.\n\nAny tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered\n\nthereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved\n\nIsraeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the\n\nGroup, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and\n\nregulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify\n\nthe Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability\n\nfor any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to\n\nwithhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The\n\nCompany and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an\n\nApproved Israeli Participant until all required tax payments have been fully made.\n\nAppendix B-21\n\nExhibit 1\n\nList of Countries\n\n•Canada\n\n•Japan\n\n•Singapore\n\n•The Netherlands\n\nAppendix B-22\n\nExhibit 2\n\nForm of Grant Letter\n\n[Beneficiary Name and Address]\n\n[Date]\n\nLetter delivered by electronic delivery\n\n[Name of Beneficiary],\n\nWe have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting\n\nheld on [June 13, 2023], the board of directors of Criteo (the « Company »), during its meeting held on [        ] (the «\n\nGrant Date »), granted to you Restricted Stock Units of the Company, under the terms and conditions provided for in\n\nArticles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and Restated 2015 Time-\n\nBased Restricted Stock Units Plan of the Company (the « the Time-Based Plan »).  Capitalized terms that are used\n\nbut not defined herein shall have the meaning ascribed to such terms in the Time-Based Plan.\n\nThe board of directors granted to you [      ] restricted stock units of the Company (the « Shares »), with a par\n\nvalue of EUR 0.025 each.\n\nThe period (« Vesting Period ») at the end of which the grant will become effective and final (i.e., the Shares\n\nwill be delivered to you and be your property), has been set at [  ] years as from the Grant Date: [details of vesting\n\nscheduled to be inserted]. [Except as provided below], the Shares will thus vest at the end of the Vesting Period\n\nunless you shall cease to be an employee of the Criteo group for any reason whatsoever during the Vesting Period\n\n(subject to the following paragraph).\n\n[In the event you cease to be an employee or officer of the Group after the one-year anniversary of the Grant\n\nDate but prior to the First Vesting Date, you shall vest in, on the First Vesting Date, a number of Shares that is equal\n\nto the pro rata portion (measured by the ratio of (A) the number of quarters elapsed from the Grant Date included to\n\nthe date you cease to be an employee or officer of the Group (excluded) to (B) the total number of quarters between\n\nthe Grant Date (included) and the First Vesting Date (excluded)) of the number of Shares that you would have vested\n\non the First Vesting Date had you remained an employee or officer of the Group until such date (the « Prorated\n\nVesting »).]  [Notwithstanding the foregoing, if you are a tax resident of the United States, the Company will be\n\nrequired to withhold Federal Insurance Contributions Act taxes in respect of your vesting gain as of the first\n\nanniversary of the Grant Date.]\n\nIn the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the\n\ndate of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of\n\nthe request made by your beneficiaries in the framework of the inheritance. The request for the Shares shall be made\n\nwithin six (6) months from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.\n\nNeither the Time-Based Plan nor this letter shall confer upon you any right to be retained in any position, as\n\nan employee, consultant or director of the Company. Further, nothing in the Time-Based Plan or this letter shall be\n\nconstrued to limit the discretion of the Company to terminate your continuous service at any time, with or without\n\ncause.\n\nBy acknowledging this grant, you hereby acknowledge and agree that any Grant pursuant to the Time-Based\n\nPlan shall be subject to any applicable Criteo clawback policy, as adopted by Criteo from time to time, as well as to\n\nany clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s\n\nshares are listed at such time.\n\nAppendix B-23\n\n[To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be\n\nsubject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with\n\nthe requirements under Section 102 and any rules or regulations thereunder, including the execution of this Grant\n\nLetter and the required declarations. However, in the event the Restricted Stock Units do not meet the requirements\n\nof Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for the favorable tax\n\ntreatment under the Capital Gains Route. The Company makes no representations or guarantees that the Restricted\n\nStock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is\n\nnot available under Section 102. The Restricted Stock Units and the Ordinary Shares issued upon vesting and/or any\n\nadditional rights, as detailed above, including without limitation any right to receive any dividends or any shares\n\nreceived as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted\n\nStock Units (the “Additional Rights”) shall be issued to or controlled by the 102 Trustee for your benefit under the\n\nprovisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time\n\ndetermined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital\n\nGains Route, you shall not sell nor transfer from the 102 Trustee the Ordinary Shares or Additional Rights until the\n\nend of the 102 Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the\n\n102 Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or\n\nmember of the Group and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable\n\nlaws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify\n\nthe Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any\n\nand all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the\n\nnecessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any\n\nmember of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to deduct from any\n\npayment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax\n\nrequired by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of\n\nthe Group or the 102 Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee\n\nmay be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously\n\ndescribed. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in\n\nconnection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in\n\nrelation to the Restricted Stock units and the Ordinary Shares issued upon vesting, shall be borne by you. The 102\n\nTrustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from\n\npayments otherwise due to/from the Company or any member of the Group or the 102 Trustee.\n\n[Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a\n\nprospectus with respect to the Restricted Stock Units.  If obtained copies of the Plan and Form S-8 registration\n\nstatement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon\n\nrequest from your local human resources department.]\n\nIn addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge,\n\nagree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules\n\npromulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted\n\nStock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are\n\nnot met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between\n\nthe Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary\n\nShares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102\n\nHolding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you\n\nauthorize the Company to provide the plan administrator and the 102 Trustee with any information required for the\n\npurpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance,\n\nthe trust deed and the trust agreement, including without limitation information about your Restricted Stock Units,\n\nOrdinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge\n\nthat the information might be shared with an administrator who is located outside of Israel, where the level of\n\nprotection of personal data is different than in Israel.]\n\nThe detailed terms of such grant are described in the Time-Based Plan, a copy of which is attached hereto. \n\nThe Time-Based Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units\n\ngranted herein shall be subject to all terms and conditions of the Time-Based Plan and this Grant Letter.  In the event\n\nAppendix B-24\n\nof any conflict between the provisions of this Grant Letter and the provisions of the Time-Based Plan, the provisions\n\nof the Time-Based Plan shall govern.\n\nThank you for accepting the Grant by clicking on the acceptance button directly in your Equate platform no\n\nlater than 6 months from the date of notification by the Company of the availability online of the Grant\n\ndocumentation; the documents being deemed to be received on the date of the electronic delivery.\n\nYours sincerely,\n\nAppendix C-1\n\nAPPENDIX C\n\nPlease note that because we are a French company, the full text of the plan has been translated from French. In the case of\n\nany discrepancy between this version and the French version, the French version will prevail.\n\nCRITEO\n\nAMENDED AND RESTATED 2015 PERFORMANCE-BASED RESTRICTED\n\nSTOCK UNITS PLAN\n\nAppendix C-2\n\nPlease note that because we are a French company, the full text of the plan has been translated from French. In the case\n\nof any discrepancy between this version and the French version, the French version will prevail.\n\nAMENDED AND RESTATED 2015 PERFORMANCE-BASED RESTRICTED\n\nSTOCK UNITS PLAN\n\nAdopted by the Board of Directors on April 23, 2020\n\nApproved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and\n\nJune 28, 2017\n\nAmended from time to time. Last amendment by the Board: April 28, 2026\n\nAppendix C-3\n\nTABLE OF CONTENTS\n\n1.  IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN ........................................\n\n2\n\n2.  DEFINITIONS ...................................................................................................................................................................\n\n2\n\n3.  PURPOSE ..........................................................................................................................................................................\n\n5\n\n4.  BENEFICIARIES: ELIGIBLE EMPLOYEES ......................................................................................................................\n\n5\n\n5.  NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS ...................................................................................\n\n5\n\n6.  VESTING PERIOD ............................................................................................................................................................\n\n5\n\n7.  HOLDING PERIOD ...........................................................................................................................................................\n\n12\n\n8.  CHARACTERISTICS OF THE ORDINARY SHARES .......................................................................................................\n\n13\n\n9.  DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS .........\n\n13\n\n10.  SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS ........................................................................................\n\n14\n\n11.  INTERMEDIARY OPERATIONS ....................................................................................................................................\n\n15\n\n12.  ADJUSTMENT ................................................................................................................................................................\n\n15\n\n13.  AMENDMENT TO THE 2015 PERFORMANCE PLAN ..................................................................................................\n\n15\n\n14.  TAX AND SOCIAL RULES .............................................................................................................................................\n\n16\n\n15.  MISCELLANEOUS ..........................................................................................................................................................\n\n16\n\n16.  DATA PRIVACY ..............................................................................................................................................................\n\n18\n\n17.  ELECTRONIC DELIVERY ...............................................................................................................................................\n\n19\n\n18.  SEVERABILITY ...............................................................................................................................................................\n\n19\n\nAPPENDIX .............................................................................................................................................................................\n\n20\n\nIMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN\n\nOn July 30, 2015 , the Board of Directors adopted the Original 2015 Performance Based Restricted Stock Unit\n\nPlan stating the conditions and criteria for the grant of Restricted Stock Units of Criteo, a French société anonyme\n\nwhose registered office is located at 32, rue Blanche, 75009 Paris, France and whose identification number is\n\n484 786 249 R.C.S. Paris (hereafter referred to as the “Company”) to the benefit of the chief executive officer\n\nand, from time to time, certain named executive officers, members of executive management and certain other\n\nemployees of the Company or any company or economic interest group (groupement d'intérêt économique) in\n\nwhich the Company holds, directly or indirectly, at least 10% of the share capital and voting rights at the date of\n\ngrant of said shares, as determined by the Board of Directors, and the combined (ordinary and extraordinary)\n\nshareholders’ meeting of the Company approved the Performance Based Restricted Stock Unit Plan on October\n\n23, 2015.\n\nThe Original 2015 Performance Based Restricted Stock Unit Plan was subsequently approved by the combined\n\n(ordinary and extraordinary) shareholders’ meeting of the Company, which also granted authority to the Board of\n\nDirectors to grant Restricted Stock Units under the Original 2015 Performance Based Restricted Stock Unit Plan.\n\nOn February 25, 2016, the Board of Directors adopted this amended and restated version of the Original 2015\n\nPerformance Based Restricted Stock Unit Plan (hereinafter, and as it may be amended from time to time in\n\naccordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28,\n\n2016, on April 4, 2018, on April 25, 2019, on April 23, 2020,  on April 7, 2021, on April 6, 2022, on April 5, 2023,\n\nApril 15, 2024 and on April 28, 2026, the “2015 Performance Based Restricted Stock Unit Plan” or the\n\n\"Performance Based Plan\").\n\nAppendix C-4\n\n2.  DEFINITIONS\n\nUnder the Performance Based Plan, the following terms and expressions starting with a capital letter shall have\n\nthe following meaning and may be used indifferently in the singular or in the plural form:\n\n\"Agreed Leave\"\n\nrefers to any leave of absence of more than three months having received a\n\nprior approval from the Company or requiring no prior approval under U.S.\n\nlaws.  Agreed Leaves shall include leaves for illnesses, military leave, and any\n\nother personal leave or conditions about which the employee has advance\n\nknowledge. Agreed Leave shall not include any absence considered as effective\n\nworking time, such as maternity leave, of whatever duration, which shall not\n\nautomatically result in a termination of the employment relationship between\n\nthe Beneficiary and the Company or the Group.\n\n\"Applicable Laws\"\n\nrefers to, for the U.S., the legal requirements related to the administration of\n\nequity compensation plans under federal and state corporate and securities\n\nlaws, including requirements of any exchange or quotation system on which\n\nthe Shares may then be listed or quoted, and the Code in force in the United\n\nStates of America\n\n\"Beneficiaries\"\n\nrefers to the person(s) for whose benefit the Board of Directors has approved a\n\nGrant of Restricted Stock Units under the Performance Based Plan as well as,\n\nas the case may be, his or her heirs.\n\n\"Board of Directors\"\n\nrefers to the Company’s board of directors.\n\n\"Bylaws\"\n\nrefers to the Company’s bylaws in force at the date referred to.\n\n\"Change in Control\"\n\nrefers to (i) a merger (fusion) of the Company with or into another corporation,\n\nother than to another corporation, entity or person in which the holders of at\n\nleast a majority of the voting rights and share capital of the Company\n\noutstanding immediately prior to such transaction continue to hold (either by\n\nsuch shares remaining outstanding in the continuing entity or by being\n\nconverted into shares of voting rights and share capital of the surviving entity)\n\na majority of the total voting rights and share capital of the Company (or the\n\nsurviving entity) outstanding immediately after such transaction (an “Excluded\n\nEntity”), or (ii) the sale (vente) or other form of transfer by one or several\n\nshareholders of the Company to any person or group of persons of a number of\n\nOrdinary Shares such that the transferee(s) shall own a majority of the voting\n\nrights and share capital of the Company, or (iii) the sale, lease or other\n\ndisposition, in a single transaction or in a series of related transactions, of all or\n\nsubstantially all of the assets of the Company other than to (1) a corporation or\n\nother entity of which at least a majority of its combined voting rights and share\n\ncapital is owned directly or indirectly by the Company or (2) an Excluded Entity.\n\n\"Disability\"\n\nrefers to the disability of a Beneficiary corresponding to the second or third of\n\nthe categories provided by Article L. 341-4 of the French Social Security Code.\n\nAppendix C-5\n\n\"Grant Date\"\n\nrefers to the date when the Board of Directors approves a grant of Restricted\n\nStock Units  under the 2015 Performance Based Restricted Stock Units Plan.\n\n\"Grant Letter\"\n\nrefers to the notice, substantially in the form set forth in Exhibit 1, which\n\ninforms a given Beneficiary of the Grant of Restricted Stock Units, as stated in\n\nArticle 5 of the Performance Plan.\n\n\"Grant\"\n\nrefers to the decision of the Board of Directors to grant  Restricted Stock Units\n\nto a given Beneficiary, subject to  the vesting conditions set forth by the\n\nPerformance Based Plan as amended from time to time.\n\n\"Group\"\n\nrefers to the Company and to all the companies and groups affiliated with the\n\nCompany within in the meaning of Article L. 225-197-2 of the French\n\nCommercial Code.\n\n\"Holding Period\"\n\nrefers to the period, if any, starting on the Vesting Date, during which a\n\nBeneficiary may not transfer or pledge his or her shares underlying the vested\n\nRestricted Stock Units, by any means, or convert them into the bearer form; it\n\nbeing specified that the total duration of both the Vesting Period and the\n\nHolding Period may in no event be less than two years as from the Grant Date\n\npursuant to applicable French law.\n\n\"Ordinary Share\"\n\nrefers to  one ordinary share (action ordinaire) of the Company or an American\n\nDepositary Share representing one Share on the Nasdaq Global Market.\n\n\"Original 2015\n\nPerformance Based\n\nRestricted Stock Units\n\nPlan\"\n\nrefers to the version of the 2015 Performance Based Stock Unit Plan that was\n\nadopted by the Board of Directors on July 30, 2015 and approved by the\n\ncombined (ordinary and extraordinary) shareholders’ meeting of the Company\n\non October 23, 2015.\n\n\"Restricted Stock Units\"\n\nrefers to  a promise by the Company to deliver to the Beneficiary on the\n\nVesting Date, at no consideration, Ordinary Shares, subject to the vesting\n\nconditions set forth by the Performance Based Plan. Dividend, voting and\n\nother shareholder rights will not apply until the issuance or transfer of Ordinary\n\nShares at the time of vesting of the Restricted Stock Units under the\n\nPerformance Based Plan.\n\n\"Vesting Date\"\n\nrefers to the date on which the Ordinary Shares subject to the Restricted Stock\n\nUnits are delivered to the relevant Beneficiary.\n\nAppendix C-6\n\n\"Vesting Period\"\n\nrefers to the minimum one year period starting on the Grant Date and ending\n\non the Vesting Date, being specified that the Board of Directors may decide to\n\nextend this period for all or part of the Restricted Stock Units and/or provide for\n\nvesting in tranches, as stated in the corresponding Grant Letter.\n\n\"Working Day\"\n\nrefers to any day on which legal business can be conducted within the\n\nCompany, i.e. every Monday, Tuesday, Wednesday, Thursday and Friday, as\n\nlong as it is not a public holiday.\n\n3.  PURPOSE\n\nThe Performance Based Plan sets forth the conditions and criteria for the grant of Restricted Stock Units under\n\nthe Performance Based Plan, pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code and to the\n\nauthorization granted by the shareholders’ meeting of the Company dated October 23, 2015.\n\nThe purposes of the Performance Based Plan are:\n\n•to attract and retain the best available personnel for positions of substantial responsibility;\n\n•to provide additional incentive to Beneficiaries, including performance incentives; and\n\n•to promote the success of the Company's business.\n\n4.  BENEFICIARIES: ELIGIBLE EMPLOYEES\n\nPursuant to the authorization of the shareholders’ general meeting dated October 23, 2015 , the Board of\n\nDirectors of the Company will approve the list of Beneficiaries among the chief executive officer and, from time\n\nto time, certain named executive officers, members of executive management and certain other employees of\n\nthe Group, as determined by the Board of Directors, together with the indication of the number of Restricted\n\nStock Units granted to each of them.\n\n5.  NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS\n\nThe notice of the Grant of Restricted Stock Units  to each Beneficiary shall be made pursuant to a Grant Letter\n\nmade available to the Beneficiary together with a copy of the Performance Based Plan as amended and restated,\n\nindicating the number of Restricted Stock Units granted, the Vesting Period, the Holding Period, if any, and the\n\nPerformance Targets (as described in Article 6.1 and 6.2).\n\nThe Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the\n\nPerformance Based Plan by accepting online his or her documentation by means of the tool made available by\n\nthe Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days\n\ndetermined by the Company) from the date of notification by the Company of the availability on line of the Grant\n\ndocumentation; the documents being deemed to be received on the date of the electronic delivery.\n\n6.  VESTING PERIOD\n\n6.1.Principle\n\nAppendix C-7\n\n(a)The Restricted Stock Units granted under the 2015 Performance Based Plan shall\n\nvest in the Beneficiaries at the end of the Vesting Period, provided that the following condition(s) precedent(s) is\n\n(are) met:\n\n1.except as set forth in Article 6.1(b), continued presence of the Beneficiary in his or her capacity as\n\nemployee and/or corporate officer of the Company or of any of the companies of the Group during the\n\nVesting Period, in the absence of which he or she will not be entitled to acquire Ordinary Shares on the\n\ndate when this condition is no longer met; and\n\n2.attainment of one or more Performance Targets determined by the Board of Directors at grant in\n\naccordance with Article 6.2 and reflected in the relevant Grant Letter.\n\nShould the Beneficiary be at the same time an employee and an officer of the same company or of two\n\ncompanies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the\n\nRestricted Stock Units granted under the Performance Based Plan at the end of the Vesting Period; provided,\n\nthat if the Beneficiary is an officer on the Grant Date and subsequently ceases to be an officer of any company of\n\nthe Group, the Board of Directors shall have the discretion to terminate the Beneficiary’s Restricted Stock Units\n\ngranted under the Performance Based Plan at any time up to the end of the Vesting Period.\n\nPursuant to Article L. 225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the\n\nCompany which is personal and may not be transferred until the end of the Vesting Period, except in case of\n\ndeath.\n\nDuring the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the\n\nCompany. As a consequence, they will not hold any rights attached to the Ordinary Shares.\n\n(b)Unless otherwise determined by the Board of Directors at the Grant Date, if the\n\nBeneficiary (i) ceases to be an employee or officer of the Group more than one year after the Grant Date but prior\n\nto (A) the Vesting Date or (B) in the case of a Grant that vests in tranches, the vesting date of the first tranche of\n\nthe Grant (such date in either (A) or (B), the “First Vesting Date”),  and (ii) prior to the termination of his or her\n\nemployment or term of office, any applicable Performance Targets (as defined below) are fully satisfied, then the\n\nBeneficiary shall vest in, on the First Vesting Date, only those Restricted Stock Units that correspond to the\n\nPerformance Targets that were fully satisfied prior to the termination of his or her employment or term of office\n\n(rounded to the nearest whole number). For instance, for a Grant where 2/3 of the Restricted Stock Units vest\n\nupon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 1 and 1/3 of\n\nthe Restricted Stock Units vest upon the third anniversary of the Grant Date subject to the attainment of said\n\nPerformance Target No. 1, if the Beneficiary ceases to be an employee or officer of the Group on the day\n\nfollowing the first anniversary of the Grant Date and the Board determines that, by that date, the Beneficiary has\n\nsatisfied said Performance Target No. 1 at 100%, it shall vest in on such second anniversary date 1/3 of his\n\nRestricted Stock Units, with the balance being automatically forfeited. If said Performance Target No. 1 is not\n\nmet at the 100% level or higher prior to the Beneficiary’s termination, the Beneficiary’s entire Grant will be\n\nautomatically forfeited.\n\nFor the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more\n\nthan one year after the Grant Date.\n\n(c)In addition to any other powers set forth in the Performance Based Plan and\n\nsubject to the provisions of the Performance Based Plan, the Board of Directors shall have the full and final power\n\nAppendix C-8\n\nand authority, in its discretion, to determine the terms, conditions and restrictions applicable to each Grant\n\n(which need not be identical) and any Restricted Stock Units acquired pursuant thereto, including, without\n\nlimitation, the Performance Measures (as defined below), performance period, performance award formula and\n\nPerformance Targets (as defined below) applicable to any grant and the extent to which such Performance\n\nTargets have been attained. Further, the Board of Directors shall have the full and final power and authority, in its\n\ndiscretion, to determine whether, to what extent, and under what circumstances a Grant may be settled,\n\ncancelled, forfeited, exchanged, or surrendered.\n\nNotwithstanding Articles 6.6, 6.7 and 6.8 of the Performance Based Plan, the Board of Directors shall not\n\naccelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic\n\nacceleration of vesting with respect to a Grant under the Performance Plan solely based on a Change in Control.\n\n6.2Performance criteria\n\nThe vesting of any Restricted Stock Units granted hereunder shall be subject to or conditioned upon, in whole or\n\nin part, the achievement of Performance Targets in accordance with the following terms and conditions (each, a\n\n“Performance Grant”):\n\n6.2.1Establishment of performance period, performance targets and performance award formula\n\nIn granting each Performance Grant, the Board of Directors shall establish in writing the applicable performance\n\nperiod, performance award formula and one or more Performance Targets (as defined herein) which, when\n\nmeasured at the end of the performance period, shall determine, on the basis of the performance award formula,\n\nthe final number of Restricted Stock Units acquired by the Beneficiary.  The Board of Directors shall have full\n\npower and final authority, in its discretion, to alter or cancel the Performance Targets or performance award\n\nformula applicable to a Beneficiary, including, without limitation, in the event that the Beneficiary changes roles\n\nor functions within the Group during the performance period. In any case, the performance period shall not be\n\nshorter than one year.\n\n6.2.2Measurement of performance targets\n\nPerformance shall be evaluated by the Board of Directors on the basis of targets to be attained (“Performance\n\nTargets”) with respect to one or more measures of business or financial performance  (each, a “Performance\n\nMeasure”), subject to the following:\n\n(a)Performance Measures\n\n(i)Determination of Performance Measures.  Except as otherwise determined by\n\nthe Board of Directors and in each case to the extent applicable, Performance Measures shall have the same\n\nmeanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial\n\nstatements, they shall have the meaning applied pursuant to generally accepted accounting principles or as used\n\ngenerally in the Company’s industry.\n\n(ii)Calculation of Performance Measures. Except as otherwise determined by the\n\nBoard of Directors, the Performance Measures applicable to the vesting of the Restricted Stock Units shall be\n\ncalculated in accordance with generally accepted accounting principles and excluding the effect (whether positive\n\nor negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as\n\ndetermined by the Board of Directors, occurring after the establishment of the Performance Targets applicable\n\nAppendix C-9\n\nto the vesting of the Restricted Stock Units. Each such adjustment, if any, shall be made solely for the purpose of\n\nproviding a consistent basis from period to period for the calculation of Performance Measures in order to\n\nprevent the dilution or enlargement of the Beneficiary’s rights with respect to the vesting of the Restricted Stock\n\nUnits.\n\n(iii)Types of Performance Measures. Performance Measures may be one or more of\n\nthe following or such other measures as determined by the Board of Directors:\n\n(1)contribution excluding traffic acquisition costs;\n\n(2)adjusted earnings before interest, taxes, depreciation and amortization, as\n\ndefined by the Company in its financial statements as filed with the Securities\n\nExchange Commission in the United States;\n\n(3)cash flow from operating activities;\n\n(4)stock price;\n\n(5)completion of identified special project(s); or\n\n(6)any combination of the foregoing.\n\nNotwithstanding the foregoing, the Board of Directors may provide that one or more objectively determinable\n\nadjustments shall be made to the Performance Measures, which may include adjustments that would cause the\n\nmeasures to be considered “non-GAAP financial measures” under rules promulgated by the Securities and\n\nExchange Commission.\n\n(b)Performance Targets\n\nWhere applicable, Performance Targets may, without limitation, be expressed in terms of attaining a specified\n\nlevel of the Performance Measure or the attainment of a percentage increase or decrease in the particular\n\nPerformance Measure, and may be applied to one or more of the Company, any subsidiary or affiliate of the\n\nCompany, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof, or may be\n\napplied to the performance of the Company or any subsidiary or affiliate thereof relative to a market index, a\n\ngroup of other companies or a combination thereof, all as determined by the Board of Directors. The\n\nPerformance Targets may be subject to a threshold level of performance below which no Restricted Stock Units\n\nwill vest, levels of performance at which specified numbers of Restricted Stock Units will vest, and a maximum\n\nlevel of performance above which no additional number of Restricted Stock Units will vest (or at which full\n\nvesting will occur).\n\n6.3Compliance with Company Policies\n\n1)Grant Subject to Clawback Policy.  The Grant Letter shall contain an acknowledgement and\n\nagreement by the Beneficiary that any Grant pursuant to the Performance Based Plan shall be\n\nsubject to any applicable clawback policy of the Company, as adopted by the Company from time\n\nto time, as well as to any clawback required by any applicable laws, regulations or trading rules of\n\nany exchange on which the Company’s shares are listed at such time.\n\nAppendix C-10\n\n2)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted\n\nStock Units may need to be retained by the Beneficiary in order to comply with the Company’s\n\nShare Ownership Guidelines, to the extent applicable to the Beneficiary.\n\n6.4Internal mobility\n\nIn the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i)\n\nthe termination of the initial employment agreement and the entering into of a new employment agreement or\n\nof a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the\n\nacceptance of a new position of officer or the entering into of a new employment agreement in one of such\n\ncompanies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the\n\nVesting Period.\n\n6.5Agreed Leave of Absence Exceeding Three Months\n\nIn the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day\n\nof the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting\n\non the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of\n\nany Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article\n\n6.5.\n\n6.6Disability\n\nIn the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the\n\nBeneficiary on the date of Disability in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but\n\nbeing noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as\n\nemployee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting\n\nPeriod will be considered as met immediately on the date of Disability and (ii) the condition of the attainment of\n\none or more Performance Targets determined by the Board of Directors at grant will be measured on the date of\n\nDisability.\n\n6.7Death\n\nIn the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest in\n\naccordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition\n\nrelated to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of\n\nthe Company or of any of the companies of the Group during the Vesting Period will be considered as met\n\nimmediately on the date of death and (ii) the condition of the attainment of one or more Performance Targets\n\ndetermined by the Board of Directors at grant will be measured on the date of death.\n\nThe Restricted Stock Units shall vest at the date of the request made by his or her beneficiaries in the framework\n\nof the inheritance. The request for the vesting of the Restricted Stock Units by the heirs shall be made within six\n\nmonths from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.\n\n6.8Retirement\n\nIn the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of\n\nRestricted Stock Units that may vest pursuant to Article 6.1(b) upon retirement of such Beneficiary, the Board of\n\nAppendix C-11\n\nDirectors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met\n\nfor all or part of the Restricted Stock Units prior to the date of such retirement.\n\n6.9Change in Control\n\n(1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the\n\nBeneficiary or in the applicable Grant Letter, in the event of a Change in Control:\n\n(◦)Where the successor corporation or parent or subsidiary of the successor corporation does not\n\nagree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or\n\nsubstituted for and for which the Grant Date is at least one year prior to the consummation of the\n\nChange in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall\n\nlapse, any performance conditions imposed with respect to such Grant shall be deemed to be\n\nachieved at target performance levels and the Restricted Stock Units shall be deemed fully\n\nvested by the Beneficiary prior to the consummation of the Change in Control. Any Grant for\n\nwhich the Grant Date is less than one year prior to the consummation of the Change in Control\n\nshall either be assumed or substituted for in accordance with Article 6.9(a)(ii) or cancelled in\n\naccordance with Article 6.9(a)(iii) below.\n\n(◦)For the purposes of this Article 6.9, a Grant will be considered assumed or substituted if, (A)\n\nfollowing the Change in Control, the Grant confers the right to receive, for each Restricted Stock\n\nUnit subject to the Grant immediately prior to the Change in Control, the consideration (whether\n\nstock, cash, or other securities or property) or the fair market value, as determined by the Board\n\nof Directors in good faith, of the consideration received in the Change in Control by holders of\n\nOrdinary Shares for each such share held on the effective date of the transaction ; provided,\n\nhowever, that if such consideration received in the Change in Control is not solely common stock\n\nof the successor corporation or its parent, the Board of Directors may, with the consent of the\n\nsuccessor corporation, provide that the consideration to be received for each Restricted Stock\n\nUnit shall be solely common stock of the successor corporation or its parent equal in fair market\n\nvalue, as determined by the Board of Directors in good faith, to the per share consideration\n\nreceived by holders of Ordinary Shares in the Change in Control; (B) any securities of the\n\nsuccessor corporation or its parent forming part of the Grant following the Change in Control are\n\nfreely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the\n\nsame terms and conditions that were applicable to the Grant immediately prior to the Change in\n\nControl.\n\n(◦)Notwithstanding any other provision of the 2015 Performance Plan, in the event of a Change in\n\nControl, except as would otherwise result in adverse tax consequences under Section 409A of the\n\nU.S. Internal Revenue Code, the Board of Directors may, in its discretion, provide that each Grant\n\nshall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a\n\npayment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share\n\nin the Change in Control multiplied by (ii) the number of Restricted Stock Units granted. The\n\nBoard of Directors shall not be required to treat all Grants similarly for purposes of this Article\n\n6.9(a). Payment of amounts under this Article 6.9(a) shall be made in such form, on such terms\n\nand subject to such conditions as the Board of Directors determines in its discretion, which may\n\nor may not be the same as the form, terms and conditions applicable to payments to the\n\nCompany's shareholders in connection with the Change in Control and may, in the Board of\n\nAppendix C-12\n\nDirectors’ discretion, include subjecting such payments to vesting conditions comparable to the\n\nGrants surrendered, subjecting such payments to escrow or holdback provisions comparable to\n\nthose imposed upon the Company's shareholders in connection with the Change in Control, or\n\ncalculating and paying the present value of payments that would otherwise be subject to escrow\n\nor holdback terms.\n\n(2)The obligations of the Company under the Performance Based Plan shall be binding upon any successor\n\ncorporation or organization resulting from the Change in Control.\n\n6.10Compliance with Laws and Liability of the Company\n\na) Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of\n\nsuch Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant\n\nprovisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as\n\namended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder,\n\nApplicable Laws and the requirements of any stock exchange or quotation system upon which the shares may\n\nthen be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and\n\nany other French, U.S. or other laws applicable to the Restricted Stock Units.\n\nb) Without limiting the provisions of Article 6.10(a) above, the inability of the Company to obtain\n\nauthority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which\n\nauthority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale\n\nof any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such\n\nshares as to which such requisite authority shall not have been obtained or as to which such legal compliance has\n\nnot been possible or practicable, and shall constitute circumstances in which the Board may determine to amend\n\nor cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary.\n\nc) The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for\n\nany reason not attributable to the Company or its affiliated companies was not able to acquire the shares.\n\n7.  HOLDING PERIOD\n\n7.1Principle\n\n1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary\n\nShares underlying the Restricted Stock Units granted under the Performance Based Plan and will be\n\nshareholders of the Company. As a consequence, they will benefit from all the rights attached to the\n\ncapacity of shareholder of the Company.\n\nHowever, the Ordinary Shares underlying the Restricted Stock Units shall not be transferable during the Holding\n\nPeriod, if any, and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into\n\nbearer form.\n\n2)At the end of the Holding Period, if any, the Restricted Stock Units will be fully transferable,\n\nsubject to the provisions of the following paragraph.\n\nAt the end of the Holding Period, if any, the Ordinary Shares acquired pursuant to the vesting of the Restricted\n\nStock Units granted under the Performance Based Plan may not be transferred (i) if a “black-out” period is in\n\neffect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in\n\nAppendix C-13\n\ncontravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the\n\nCompany’s shares are listed at such time.\n\n7.2Specific situations\n\nNotwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the\n\nRestricted Stock Units delivered to the Beneficiaries referred to in Article 6.5 above or to the beneficiaries of the\n\ndeceased Beneficiary referred to in Article 6.6 above may be freely transferred as from the date of their date of\n\nvesting.\n\n8.  CHARACTERISTICS OF THE ORDINARY SHARES\n\nThe Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be, at the Company’s\n\nchoice, new shares to be issued by the Company or existing shares acquired by the Company.\n\nAs from the Vesting Date, the Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units\n\nshall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall\n\nbenefit from the same rights as from the Vesting Date.\n\nDividend equivalents may be accumulated with respect to Restricted Stock Units granted under the Performance\n\nBased Plan solely to the extent determined by the Board of Directors, in its sole discretion. To the extent the\n\nBoard of Directors provides for the accumulation of dividend equivalents with respect to Restricted Stock Units,\n\nsuch dividend equivalents may be credited or paid in the form of cash or Ordinary Shares or through\n\nreinvestment in additional Restricted Stock Units or in such other manner as the Board of Directors may\n\ndetermine in its sole discretion, and any such dividend equivalents shall be subject to the same conditions and\n\nrestrictions (including without limitation, any forfeiture conditions) as the Restricted Stock Units to which they\n\nare attributable. Restricted Stock Units that do not vest do not give a right to any dividend paid or dividend\n\nequivalent accumulated prior to the Vesting Date.\n\n9.  DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS\n\nAt the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the\n\nRestricted Stock Units vested under the Performance Based Plan provided that the conditions and criteria for\n\nsuch vesting provided by Articles 5 and 6 above are met.  However, Ordinary Shares may not be delivered in\n\nfractional shares.  Unless otherwise provided in an award agreement or grant letter, the number of Ordinary\n\nShares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided\n\nhowever that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of\n\nOrdinary Shares subject to the Grant.\n\nIf the Vesting Date is not a Working Day, the delivery of the Ordinary Shares underlying the Restricted Stock\n\nUnits shall be completed the first Working Day following the end of the Vesting Period.\n\nThe Ordinary Shares that may be acquired under the Performance Based Plan will be held, during the Holding\n\nPeriod (if any), in nominative form (nominatif pur) in an individual account opened in the name of the relevant\n\nBeneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of Article 7.1(b)\n\nabove are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no Holding\n\nPeriod), the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as\n\nthey are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with.\n\nAppendix C-14\n\nIn the event that, as a consequence of the Grant of Restricted Stock Units under the Performance Based Plan, the\n\nCompany or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social\n\nsecurity taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to\n\nforbid the delivery of the Ordinary Shares underlying the Restricted Stock Units on the Vesting Date until the\n\nrelevant Beneficiary has paid to the Company or to the relevant company of the Group the amount\n\ncorresponding to these taxes, social costs, or social security taxes or contributions.\n\n10.  SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS\n\n10.1Shares Available\n\nSubject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares\n\nunderlying the Restricted Stock Units (including pursuant to any dividend equivalents) that may be delivered\n\nunder the Performance Based Plan shall not exceed the number of shares remaining available for issuance or\n\ntransfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the\n\nshareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any\n\nRestricted Stock Units granted in connection with a Grant under the Performance Based Plan (i.e., grants other\n\nthan options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share\n\nunderlying the Restricted Stock Unit granted in connection with such Grant (including Ordinary Shares relating to\n\ndividend equivalents). Shares subject to the Performance Based Plan shall consist of authorized but unissued\n\nOrdinary Shares, as well as existing Ordinary Shares.\n\nIn the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the\n\nunvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the 2015\n\nPerformance Based Plan is still in force, again be available for future grant pursuant to the Time-Based Restricted\n\nStock Units Plan or the Performance Based Plan. Notwithstanding any provision of the Performance Based Plan\n\nor the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax\n\nwithholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under\n\nthe Performance Based Plan.\n\n10.2Individual Grant Limits\n\nUnless otherwise determined by the Board of Directors, the following limits shall apply to the grant of a Grant\n\nunder the Performance Based Plan. Subject to adjustment as provided in Articles 11 and 12, no Beneficiary shall\n\nbe granted within any fiscal year of the Company a Grant of Restricted Stock Units under the Performance Based\n\nPlan, the grant or vesting of which is based on the attainment of Performance Targets, for more than 1,000,000\n\nRestricted Stock Units.\n\n11.  INTERMEDIARY OPERATIONS\n\nSubject to Article 6.9, in the event of exchange of shares without any payment in cash (soulte) resulting from a\n\nmerger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such\n\nperiod(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or\n\nshares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares\n\nunderlying Restricted Stock Units.\n\nThe same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock\n\nsplit completed in compliance with applicable regulations during the Holding Period (if any).\n\nAppendix C-15\n\n12.  ADJUSTMENT\n\nShould the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the\n\nallocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance\n\npremiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities,\n\nincluding a preferential subscription right reserved to the shareholders or any other corporate transaction or\n\nevent having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying the\n\nRestricted Stock Units granted under the Performance Based Plan may be adjusted in order to take into account\n\nsaid operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the\n\nbeneficiaries of stock options as per Article L. 225-181 and L. 228-99 of the French commercial code.\n\nEach Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant\n\nof Restricted Stock Units he or she benefited from, it being specified that the shares of the Company granted\n\npursuant to this adjustment shall be governed by the Performance Based Plan.\n\n13.  AMENDMENT TO THE 2015 PERFORMANCE PLAN\n\n13.1Principle\n\nThe Performance Based Plan may be amended by the Board of Directors, provided that any such amendment\n\nshall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules\n\nof the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it\n\nresults in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to\n\ncomply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as\n\ndetermined by the Board of Directors (or its delegate).\n\nThe new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the\n\ndate of the decision to amend the Performance Based Plan made by the Board of Directors, or the written\n\nconsent of the Beneficiary, if required.\n\n13.2Notice of the amendments\n\nThe affected Beneficiaries shall be notified of an amendment to the Performance Based Plan, by any reasonable\n\nmeans, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by\n\nfax or by e-mail.\n\n14.  TAX AND SOCIAL RULES\n\nThe Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law\n\nin relation to the grant of Restricted Stock Units, on the due date of said taxes or costs.\n\nEach Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply\n\nwith in relation to the grant of the Restricted Stock Units.\n\n15.  MISCELLANEOUS\n\n15.1Rights in relation to the capacity of employee\n\nNo provisions of the Performance Based Plan shall be construed as granting to the Beneficiary a right to have his\n\nor her employment agreement with the Company or any of the companies of the Group maintained, or limiting\n\nAppendix C-16\n\nthe right of the Company or any of the companies of the Group to terminate or amend the terms and conditions\n\nof the employment agreement of the Beneficiary.\n\n15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant\n\nRights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Performance\n\nPlan does not imply that he or she shall benefit from any other plan that may be implemented thereafter.\n\nNature of Grant.  In accepting any Grant under the Performance Based Plan, the Beneficiary acknowledges that:\n\n(a)the Performance Based Plan is established voluntarily by the Company, it is discretionary in\n\nnature and it may be modified, amended, suspended or terminated by the Company at any time, unless\n\notherwise provided in the Performance Based Plan;\n\n(b)the grant of the Restricted Stock Units is voluntary and occasional and does not create any\n\ncontractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock\n\nUnits , even if Restricted Stock Units have been granted repeatedly in the past;\n\n(c)all decisions with respect to future grants, if any, will be at the sole discretion of the Company;\n\n(d)Beneficiary’s participation in the Performance Based Plan shall not create a right to further\n\nemployment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s\n\nemployment relationship at any time with or without cause unless otherwise required under local law;\n\n(e)Beneficiary is voluntarily participating in the Performance Based Plan;\n\n(f)the Restricted Stock Units are an extraordinary item that do not constitute compensation of any\n\nkind for services of any kind rendered to the Company or the Employer, and which is outside the scope of\n\nBeneficiary’s employment contract, if any;\n\n(g)the Restricted Stock Units are not part of normal or expected compensation or salary for any\n\npurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of\n\nservice payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no\n\nevent should be considered as compensation for, or relating in any way to, past services for the Company or the\n\nEmployer;\n\n(h)in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted\n\nto form an employment agreement or relationship with the Company; and furthermore, the grant will not be\n\ninterpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company;\n\n(i)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with\n\ncertainty;\n\n(j)if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or\n\ndecrease;\n\n(k)in consideration of the grant, no claim or entitlement to compensation or damages shall arise\n\nfrom termination of the award of Restricted Stock Units or diminution in value of the award resulting from\n\ntermination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and\n\nAppendix C-17\n\nthe Beneficiary irrevocably releases the Company and the Employer from any such claim that may arise; if,\n\nnotwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then,\n\nby signing the Performance Based Plan, the Beneficiary shall be deemed irrevocably to have waived the\n\nBeneficiary’s entitlement to pursue such claim; and\n\n(l)unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s\n\nemployment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the\n\nPerformance Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively\n\nemployed and will not be extended by any notice period mandated under the local law (e.g., active employment\n\nwould not include a period of “garden leave” or similar period pursuant to local law).\n\n15.3Applicable law - Jurisdiction\n\nThe Performance Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its\n\nperformance shall be decided by the competent courts of the French Republic.\n\n15.4Provisions Applicable to Beneficiaries Located outside of France\n\nThe attached Appendix applies to Beneficiaries located outside of France at the time of a relevant taxable event.\n\n16.  DATA PRIVACY\n\nAs part of the Performance Based Plan, the Company processes some personal data of the Beneficiary. For this\n\nprocessing, the Company acts as the controller of this personal data and in accordance with the provisions of\n\nRegulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as \"Information technology & Civil\n\nLiberties\", as amended, together the \"Personal Data Regulation\". Undefined terms used in this clause have the\n\nmeaning given to them pursuant to the Personal Data Regulation.\n\nThe Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of\n\nthe contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the\n\ncontract is to implement, administer and manage the Beneficiary's participation in the Performance Based Plan.\n\nProcessed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes\n\nthe following information: the Beneficiary's name, home address and telephone number, date of birth, social\n\ninsurance number or other identification number, salary, nationality, job title, any shares or directorships held in\n\nthe Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested,\n\nunvested or outstanding in Beneficiary's favor (the \"Data\"). Failure by the Beneficiary to provide certain Data\n\ncould compromise the conclusion and performance of the contract concluded at the time of the Beneficiary's\n\nacceptance of the Grant Letter.\n\nThe Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors,\n\nbanking and financial organizations, on a need-to-know basis. These entities may be located outside the\n\nEuropean Union and in countries that have not been subject of an adequacy decision. If the recipients are located\n\nin other countries that do not provide an adequate level of protection for personal data, the Company will take all\n\nnecessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance\n\nwith the Personal Data Regulation, in particular by implementing standard contractual clauses of the European\n\nCommission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at\n\nthe following address: dpo@criteo.com. \n\nAppendix C-18\n\nIn accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access,\n\nrectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the\n\nData Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the\n\ncompetent supervisory authority and to communicate to the Company instructions for the storage, deletion and\n\ncommunication of its Data after its death.\n\nIn the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to\n\nin this clause. In any event, the Company will comply with the retention periods imposed by law.\n\n17.  ELECTRONIC DELIVERY\n\nThe Company may, in its sole discretion, decide to deliver any documents related to the 2015 Performance-Based\n\nRestricted Stock Units Plan or future awards that may be granted under the 2015 Performance-Based Restricted\n\nStock Units Plan by electronic means or to request Beneficiary’s consent to participate in the 2015 Performance-\n\nBased Restricted Stock Units Plan by electronic means. Beneficiary hereby consents to receive such documents\n\nby electronic delivery and, if requested, to agree to participate in the 2015 Performance -Based Restricted Stock\n\nUnits Plan through an on-line or electronic system established and maintained by the Company or another third\n\nparty designated by the Company.\n\n18.  SEVERABILITY\n\nThe provisions of this Performance Based Plan are severable and if any one or more provisions are determined to\n\nbe illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding\n\nand enforceable.\n\nAppendix C-19\n\nAPPENDIX\n\nTERMS AND CONDITIONS\n\nThis Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides\n\noutside of France.  Capitalized terms used but not defined herein shall have the same meanings assigned to them\n\nin the 2015 Performance Based Restricted Stock Units Plan (the \"Plan\").\n\nNOTIFICATIONS\n\nThis Appendix also includes information regarding exchange control and certain other issues of which the\n\nBeneficiary should be aware with respect to his or her participation in the Performance Based Plan.  The\n\ninformation is based on the securities, exchange control and other laws in effect in the respective countries as of\n\nMarch 2023.  Such laws are often complex and change frequently.  The Company therefore strongly recommends\n\nthat the Beneficiary not rely on the information in this Appendix as the only source of information relating to the\n\nconsequences of his or her participation in the Plan because such information may be outdated when the\n\nBeneficiary vests in the Restricted Stock Units and/or sells any Ordinary Shares delivered pursuant to the award.\n\nGENERAL PROVISIONS\n\nTaxes.  Regardless of any action the Company or the Beneficiaries’ employer (the “Employer”) takes with respect\n\nto any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the\n\nBeneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and\n\nremains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations\n\nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the\n\nRestricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of\n\nshares acquired pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the\n\nterms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for\n\nTax-Related Items.\n\nPrior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements\n\nsatisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or\n\nthe Employer, if any.  In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all\n\napplicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the\n\nBeneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted\n\nStock Units.  Alternatively, or in addition, if permissible under local law, the Company may, (1) sell or arrange for\n\nthe sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-\n\nRelated Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or\n\ntax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount and\n\nfurther provided that any such withholding of shares shall be subject to advance approval by the Board of\n\nDirectors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act.  Finally,\n\nthe Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or\n\nthe Employer may be required to withhold as a result of the Beneficiary’s participation in the Plan or the\n\nBeneficiary’s vesting of Restricted Stock Units that cannot be satisfied by the means previously described.  The\n\nCompany may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock\n\nAppendix C-20\n\nUnits if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as\n\ndescribed in this section.\n\nFor Tax Residents of the United States\n\nBeneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or\n\ntransfer of which by the Company requires compliance with federal and state securities laws.\n\nBeneficiary acknowledges that these securities are made available to Beneficiary only on the condition that\n\nBeneficiary makes the representations contained in this section to the Company.\n\nBeneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to\n\nthe rights and the value of these securities.\n\nThe intent of the parties is that payments and benefits under the Plan comply with, or be exempt from, Section\n\n409A of the Internal Revenue Code of 1986, as amended (the \"Code\") to the extent subject thereto, and,\n\naccordingly, to the maximum extent permitted, the Plan and the Grant Letters thereunder shall be interpreted\n\nand be administered to be in compliance therewith or exempt therefrom.  In this regard, any payments or\n\nbenefits (including vesting tranches) described in the Plan and the Grant Letters thereunder that are due within\n\nthe \"short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred\n\ncompensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided\n\nunder the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the\n\nCode.\n\nNotwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation\n\nand/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated\n\nfrom service with the Company for purposes of the Plan and no payment or benefit shall be due to the Beneficiary\n\nunder the Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary\n\nwould be considered to have incurred a “separation from service” from the Company within the meaning of\n\nSection 409A of the Code.  Notwithstanding anything to the contrary in the Plan and the Grant Letters\n\nthereunder, to the extent that any amounts are payable upon a separation from service and such payment would\n\nresult in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status\n\nas a “specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any\n\nother agreement of the Company, shall be made on the first business day after the date that is six (6) months\n\nfollowing such separation from service (or death, if earlier).  Further notwithstanding anything to the contrary in\n\nthe Plan, to the extent required under Section 409A of the Code to make payment of an award upon a Change in\n\nControl, the applicable transaction or event defined in Article 2 and described in Article 6.9 of the Plan must\n\nqualify as a “change in control event” within the meaning of Section 409A of the Code and the regulations\n\npromulgated thereunder, and if it does not, then unless otherwise specified in the applicable Grant Letter, any\n\nRestricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally\n\nspecified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier).\n\nFor Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article\n\n6.6 of the Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later than\n\n60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock\n\nUnits are considered deferred compensation subject to Section 409A of the Code,  any such Disability will be\n\nwithin the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any\n\nAppendix C-21\n\nRestricted Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified\n\nVesting Date, in accordance with Article 9 of the Plan (or death, if earlier).\n\nFor Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article\n\n6.7 of the Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the date\n\nof the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year of\n\nthe Beneficiary’s death to the extent permitted by Section 409A of the Code.\n\nThe Company makes no representation that any or all of the payments described in the Plan and the Grant\n\nLetters thereunder will be exempt from or comply with Section 409A of the Code and makes no undertaking to\n\npreclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible\n\nfor the payment of any taxes and penalties incurred under Section 409A.\n\nThe Company makes no representation as to the tax status of the Plan to the Beneficiary who should seek his or\n\nher own tax advice.\n\nFor Israeli Tax Residents\n\nUpon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident\n\nmember of the Group (the \"Approved Israeli Participants\"), and is intended to qualify for beneficial tax treatment\n\npursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961\n\n(\"Trustee 102 Awards\", \"Capital Gains Route\" and \"Ordinance\") the following provisions shall apply. The\n\ndesignation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or\n\nany committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved\n\nIsraeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions\n\napplicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy\n\nIsraeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the\n\nnon-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance.\n\nTrustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/\n\nor other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to\n\nthe trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of\n\nthe Ordinance (the \"102 Trustee\") or controlled by the 102 Trustee, for the benefit of the Approved Israeli\n\nParticipants, in accordance with the provisions of Section 102 of the Ordinance. In the event the requirements for\n\nTrustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to\n\nSection 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the\n\nprovisions of Section 102. \n\nWith respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant\n\nshall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee\n\n102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation,\n\nstock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any\n\nshorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any\n\nsuch sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall\n\nbe borne by such Approved Israeli Participant.\n\nAppendix C-22\n\nNotwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated\n\nor issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are\n\nsatisfied that the full amounts of any Tax due have been paid or will be paid.\n\nUpon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award\n\nunder Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between\n\nthe Company and the 102 Trustee.\n\nEach Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved\n\nIsraeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has\n\nprovided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such\n\nthat if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the\n\nOrdinance.\n\nNotwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully\n\npaid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award\n\nshall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and\n\nall of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli\n\nParticipant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As\n\nlong as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee\n\non behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted\n\nStock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or\n\nlaws of descent and distribution.\n\nWith regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be\n\ndeemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval\n\nissued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with\n\nrespect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the\n\nCompany and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102\n\nAwards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee\n\n102 Awards.\n\nAny tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares\n\ncovered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the\n\nApproved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company\n\nand/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws,\n\nrules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant\n\nagrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and\n\nfrom any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities\n\nrelating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved\n\nIsraeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any\n\nOrdinary Shares to an Approved Israeli Participant until all required tax payments have been fully made.\n\nAppendix C-23\n\nExhibit 1\n\nForm of Grant Letter\n\n[Beneficiary Name and Address]\n\n[Date]\n\nLetter delivered by electronic delivery\n\n[Name of Beneficiary],\n\nWe have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’\n\nmeeting held on June 13, 2023, the board of directors of Criteo S.A. (the “Company”), during its meeting held on\n\n[      ] (the “Grant Date”), granted to you Restricted Stock Units of the Company, under the terms and conditions\n\nprovided for in Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and\n\nRestated 2015 Performance Based Restricted Stock Units (the “2015 Performance Plan”). Capitalized terms that\n\nare used but not defined herein shall have the meaning ascribed to such terms in the 2015 Performance Plan.\n\nThe Board granted to you [    ] ordinary shares of the Company (the “Shares”), with a par value of EUR\n\n0.025 each (the “Grant”).\n\nThere is a period (the “Vesting Period”) at the end of which the Grant will become effective and final (i.e.,\n\nthe Shares will be delivered to you and be your property). The Shares may be acquired by you not earlier than\n\n[        ] unless you shall cease to be an employee or officer of the Criteo group for any reason whatsoever during\n\nthe Vesting Period [(subject to the following paragraph)], and subject to the attainment of the following\n\nperformance goals: [      ].\n\n[In the event (i) you cease to be an employee or officer of the Criteo group more than one year after the\n\nGrant Date but prior to the First Vesting Date, and (ii) prior to the termination of your employment or term of\n\noffice, any of the Performance Targets set forth above are fully satisfied, you shall acquire, on the First Vesting\n\nDate, only those Shares that correspond to the Performance Targets that were fully satisfied prior to the\n\ntermination of your employment or term of office.  All other Shares will be automatically forfeited.] \n\nIn the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the\n\ndate of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date\n\nof the request made by your beneficiaries in the framework of the inheritance. The request for the vesting of the\n\nShares shall be made within six (6) months from the date of death in compliance with Article L. 225-197-3 of the\n\nFrench Commercial Code.\n\nNeither the Performance-Based Plan nor this letter shall confer upon you any right to be retained in any\n\nposition, as an employee, consultant or director of the Company. Further, nothing in the Performance-Based Plan\n\nor this letter shall be construed to limit the discretion of the Company to terminate your continuous service at any\n\ntime, with or without cause.\n\nBy acknowledging this Grant, you hereby acknowledge and agree that any Grant pursuant to the 2015\n\nPerformance Plan shall be subject to any applicable Company clawback policy, as adopted by the Company from\n\nAppendix C-24\n\ntime to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any\n\nexchange on which the Company’s shares are listed at such time.\n\n[To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be\n\nsubject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance\n\nwith the requirements under Section 102 and any rules or regulations thereunder, including the execution of this\n\nGrant Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the\n\nrequirements of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for\n\nthe favorable tax treatment under the Capital Gains Route. The Company makes no representations or\n\nguarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or\n\nresponsible if favorable tax treatment is not available under Section 102. The Restricted Stock Units and the\n\nOrdinary Shares issued upon vesting and/or any additional rights, as detailed above, including without limitation\n\nany right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that\n\nmay be granted in connection with the Restricted Stock Units (the “Additional Rights”) shall be issued to or\n\ncontrolled by the 102 Trustee for your benefit under the provisions of the Capital Gains Route for at least the\n\nperiod stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In\n\naccordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from\n\nthe 102 Trustee the Ordinary Shares or Additional Rights until the end of the 102 Holding Period.\n\nNotwithstanding the above, if any such sale or transfer occurs before the end of the 102 Holding Period, the\n\nsanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group\n\nand/or the 102 Trustee shall withhold taxes according to the requirements under the applicable laws, the rules,\n\nand regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the\n\nCompany and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any\n\nand all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to\n\nthe necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/\n\nor any member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to\n\ndeduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount\n\nequal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the\n\nCompany, any member of the Group or the 102 Trustee any amount of taxes that the Company and/or any\n\nmember of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that\n\ncannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if\n\nyou fail to comply with your obligations in connection with the taxes as described in this section. Any fees\n\nassociated with any vesting, sale, transfer or any act in relation to the Restricted Stock units and the Ordinary\n\nShares issued upon vesting, shall be borne by you. The 102 Trustee and/or the Company and/or any member of\n\nthe Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company\n\nor any member of the Group or the 102 Trustee.\n\n[Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file\n\na prospectus with respect to the Restricted Stock Units.  If obtained copies of the Plan and Form S-8 registration\n\nstatement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge\n\nupon request from your local human resources department.]\n\nIn addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge,\n\nagree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and\n\nrules promulgated thereunder, including without limitations the provisions of the tax route applicable to your\n\nRestricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if\n\nsuch terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement\n\nAppendix C-25\n\nsigned between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that\n\nselling the Ordinary Shares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the\n\ntermination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the\n\nrelevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with\n\nany information required for the purpose of administering the Plan including executing their obligations\n\naccording to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation\n\ninformation about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact\n\ndetails and identification number and acknowledge that the information might be shared with an administrator\n\nwho is located outside of Israel, where the level of protection of personal data is different than in Israel.]\n\nThe detailed terms of this Grant are described in the Performance Based Plan, a copy of which is\n\nattached hereto. The 2015 Performance Plan is hereby incorporated by reference and made a part hereof, and\n\nthe Restricted Stock Units granted herein shall be subject to all terms and conditions of the Performance Based\n\nPlan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the\n\nprovisions of the Performance Based Plan, the provisions of the Performance Based Plan shall govern.\n\nThank you for accepting the Grant by clicking on the acceptance button directly in your Equate\n\nplatform no later than 6 months from the date of notification by the Company of the availability online of the\n\nGrant documentation; the documents being deemed to be received on the date of the electronic delivery.\n\nYours sincerely,"}