Criteo S.A. (NASDAQ: CRTO) CEO details AI commerce push, $200M buyback
Filing Impact
Filing Sentiment
Form Type
PRE 14A
Criteo S.A. presents its preliminary proxy materials for the 2026 Annual General Meeting and outlines strategic priorities focused on AI‑driven commerce intelligence, Retail Media, and Performance Media. The CEO reviews 2025 operational actions, highlights investments in agentic AI and integrations, and reiterates capital discipline including a $152 million repurchase in 2025 and an increased buyback authorization to up to $200 million in February 2026.
The notice schedules the Annual General Meeting for June 29, 2026, lists 22 shareholder resolutions (including director elections, approval of 2025 financial statements, authority to execute and cancel share buybacks, and equity plan authorizations), and describes voting procedures for Ordinary Shares and ADS holders.
Positive
- None.
Negative
- None.
Insights
Proxy centers on governance votes, capital allocation and an AI‑first strategic pitch.
The proxy schedules 22 resolutions including director renewals, approval of statutory and consolidated 2025 financials, and authorizations for share buybacks and equity plans. The Board recommends FOR all listed proposals and details voting mechanics for Ordinary Shares and ADS holders, including record dates.
The CEO letter emphasizes positioning Criteo as a commerce intelligence and orchestration layer, citing investments in agentic AI and a Model Context Protocol. Shareholder actions to watch include the expanded $200 million buyback authorization and the proposed corporate redomiciliation (the “Conversion”).
Key Figures
Shares repurchased in 2025: 5.4 million shares
Repurchase amount: $152 million
Buyback authorization: $200 million
+4 more
7 metrics
Shares repurchased in 2025
5.4 million shares
repurchased in 2025 as stated in CEO letter
Repurchase amount
$152 million
amount spent to repurchase 5.4 million shares in 2025
Buyback authorization
$200 million
Board increased remaining share buyback authorization in February 2026
Retail partners
235 retail partners
number of leading retail partners worldwide cited in CEO letter
Commerce data visibility
$1 trillion
visibility into over $1 trillion in ecommerce transactions annually
Ordinary shares outstanding
50,098,139 shares
outstanding as of March 31, 2026 stated in proxy Q&A
Annual General Meeting date
June 29, 2026
scheduled AGM date and time in proxy notice
Key Terms
agentic AI, Model Context Protocol, ADS (American Depositary Shares), Conversion (redomiciliation)
4 terms
agentic AI technical
"invested early in the infrastructure required to support agentic AI use cases"
Agentic AI refers to computer systems that can make their own decisions and take actions without needing someone to tell them what to do each time. It's like giving a robot a degree of independence to solve problems or achieve goals on its own, which matters because it could change how we work and interact with technology in everyday life.
Model Context Protocol technical
"including Model Context Protocol capabilities that enable external agents to interact with Criteo"
A model context protocol is a set of rules or guidelines that determine how a financial model interprets and applies information within a specific situation. It helps ensure consistent and accurate analysis by clarifying what data or assumptions are relevant in a given scenario. For investors, it provides clarity on how predictions or assessments are made, increasing confidence in decision-making.
ADS (American Depositary Shares) financial
"each of which represents one Ordinary Share of the Company"
Conversion (redomiciliation) regulatory
"plan to redomicile Criteo to Luxembourg and directly list our ordinary shares on Nasdaq (the 'Conversion')"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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x | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
o | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under §240.14a‑12 |
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check all boxes that apply): | ||
x | No fee required. | |
o | Fee paid previously with preliminary materials. | |
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
PRELIMINARY PROXY STATEMENT DATED [APRIL 28, 2026] - SUBJECT TO COMPLETION
 Letter to Our Shareholders |  |
Dear Fellow Shareholders,
As 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
our industry. While 2025 did not unfold as we initially expected, we delivered solid operational performance and, more
importantly, made meaningful progress in positioning Criteo for long term growth.
We made deliberate choices this year. We sharpened our focus, aligned our organization more tightly around execution, and
continued to invest behind the areas where we see the greatest potential to create durable value. At the center of this is our
strategic ambition to position Criteo as a leader in commerce intelligence, powered by AI driven decisioning, with clear
priorities to lead in agentic AI, scale our performance engine, and advance our leadership in Retail Media.
Reinforcing our Foundations
In 2025, we refined our operating model to enhance execution, increase accountability, and better align our resources with our
highest value opportunities. These changes are already enabling us to move faster, innovate more effectively, and serve our
clients with greater impact.
In Performance Media, we see a meaningful runway for growth. We are reenergizing this business through a more focused
approach centered on scaling self service capabilities, expanding cross channel activation, and extending performance
solutions further up the funnel. As consumer journeys become less linear and more dynamic, advertisers are increasingly
looking for unified solutions that can drive measurable outcomes across the full path to purchase. Our early progress across
these priorities reinforces our confidence that Performance Media will remain a durable and growing contributor to our
business.
In Retail Media, we continue to build on our position as a global leader in one of the fastest growing segments of digital
advertising. With 235 leading retail partners worldwide, our focus is on unlocking greater demand by enabling broader
advertiser budgets, scaling newly launched formats, and bringing more conversational and intelligent experiences to retail
environments. While we experienced the impact of specific client changes this year, the underlying trends in the business are
robust, and we see clear opportunities to accelerate over time.
Leading in Commerce Intelligence and Orchestration
Our industry is evolving quickly. AI is reshaping how consumers discover, evaluate, and purchase products, and how
companies connect with them. The rise of AI powered assistants and agentic systems is introducing a new discovery layer that
complements existing channels. This shift is accelerating fragmentation while increasing the importance of relevance, trust,
and high quality data. In this environment, the ability to orchestrate decisions in real time across multiple touchpoints becomes
critical.
Powered by a unique commerce data foundation with visibility into over $1 trillion in ecommerce transactions annually and
reach across billions of users, products, and interactions, Criteo is well positioned to lead in this new paradigm. Our
differentiated data, scaled AI capabilities, and deep integrations across the commerce ecosystem allow us to act as a
decisioning and orchestration layer for marketers and retailers. This is a natural extension of what we have built, while
expanding our ambition.
We have invested early in the infrastructure required to support agentic AI use cases, including Model Context Protocol
capabilities that enable external agents to interact with Criteo in new ways, driving more dynamic demand creation, activation,
and optimization. We are also developing new conversational shopping experiences, including conversational ads and
sponsored recommendations within retailer agents.
Our role as the first partner to integrate with OpenAI’s advertising offering reflects how we are leaning into this transformation.
It highlights both the strength of our assets and our ambition to help shape how commerce operates in an AI driven world.
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Capital Discipline and Shareholder Value
Delivering shareholder value is a top priority. In 2025, we repurchased 5.4 million shares for $152 million, and our Board of
Directors increased our remaining share buyback authorization to up to $200 million in February 2026. These actions reflect
our confidence in the strength and resilience of our business, and our disciplined approach to capital allocation, balancing
investment in growth with returns to shareholders.
We also took a meaningful step to simplify the company through our plan to redomicile Criteo to Luxembourg and directly list
our ordinary shares on Nasdaq, which was approved with overwhelming shareholder support on February 27, 2026. We are
confident this transaction will streamline our corporate structure, broaden our shareholder base, and enhance our financial and
strategic flexibility. Put simply, it makes Criteo easier to understand, easier to invest in, and better positioned for the future.
Looking ahead
We enter 2026 with a clear strategy and a strong focus on execution.
Commerce is becoming more dynamic, more data driven, and more dependent on real time decisioning. The companies that
can orchestrate that complexity at scale will define the next phase of our industry. We are confident Criteo will play a leading
role in shaping that next phase.
We will continue to invest in innovation, operate with discipline, and focus on delivering measurable results for our clients and
long term value for our shareholders.
On behalf of the Board of Directors and our senior leadership team, I would like to thank you for your continued trust and
investment in Criteo.
Sincerely,
Michael Komasinski
Chief Executive Officer
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PRELIMINARY PROXY STATEMENT DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
Notice of 2026 Annual General Meeting of Shareholders
To Our Shareholders:
What: | Our 2026 Annual Combined General Meeting of Shareholders (the “Annual General Meeting”) | ||
When: | June 29, 2026 at 5:00 p.m., local time | ||
Where: | 32 Rue Blanche, 75009 Paris, France | ||
Why: | At this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will be asked to: | ||
Resolutions within the authority of the Ordinary Shareholders’ Meeting | Board Recommendation | ||
1. | Renew the term of office of Mr. Michael Komasinski as Director, | FOR | |
2. | Renew the term of office of Ms. Marie Lalleman as Director, | FOR | |
3. | Renew of the term of office of Mr. Ernst Teunissen as Director, | FOR | |
4. | Renew the term of office of Mr. Edmond Mesrobian as Director, | FOR | |
5. | Non-binding advisory vote to approve the compensation for the named executive officers of the Company, | FOR | |
6. | Approve the statutory financial statements for the fiscal year ended December 31, 2025, | FOR | |
7. | Approve the consolidated financial statements for the fiscal year ended December 31, 2025, | FOR | |
8. | Approve the allocation of results for the fiscal year ended December 31, 2025, | FOR | |
9. | Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code), | FOR | |
10. | Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR | |
Resolutions within the authority of the Extraordinary Shareholders’ Meeting | Board Recommendation | ||
11. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR | |
12. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code, | FOR | |
13. | Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock, | FOR | |
14. | Authorize the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights, | FOR | |
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PRELIMINARY PROXY STATEMENT DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
15. | Approve the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 of this Shareholders' Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries), | FOR | |
16. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights, | FOR | |
17. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights, | FOR | |
18. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, through a public offering (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders’ preferential subscription rights, | FOR | |
19. | Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe'), | FOR | |
20. | Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without shareholders' preferential subscription rights, | FOR | |
21. | Approve the overall limits pursuant to Resolution 16 to 20 above, and | FOR | |
22. | Amend the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code. | FOR |
We intend that this notice of the Annual General Meeting and accompanying proxy materials will be first
made available to you, as a holder of record of Criteo S.A. Ordinary Shares, on or about [l], 2026. The Bank of
New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy
materials to holders of American Depositary Shares (“ADSs”), each of which represents one Ordinary Share of the
Company.
If you are a holder of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026, which is the record
date for the Annual General Meeting (the “ORD Record Date”), you will be eligible to vote on the items to be
presented at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by
submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the Annual General
Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have
entered into a civil union. You can change your vote by submitting another properly completed proxy card with a
later date (i) by the Annual General Meeting if you choose to (x) grant a proxy to the chairperson of the Annual
General Meeting or (y) grant a proxy to another shareholder, your spouse or a partner with whom you are in a civil
union, (ii) at any time prior to June 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the
Annual General Meeting and voting in person.
If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other
nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary
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PRELIMINARY PROXY STATEMENT DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has
fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions.
We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as
of April 2, 2026 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain,
complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or
from your broker, bank or other nominee in accordance with any instructions provided therefrom.
Your vote is important. Please read the proxy statement and the accompanying materials. Whether or
not you plan to attend the Annual General Meeting, and no matter how many Ordinary Shares or ADSs you own,
please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures
described above.
By order of the Board of Directors
Frederik van der Kooi |
Chairperson of the Board of Directors |
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TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................. | 2 | |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING ................................................... | 3 | |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ...................................................... | 12 | |
RESOLUTIONS 1 TO 4: ELECTION OF DIRECTORS ...................................................................... | 31 | |
DIRECTOR COMPENSATION ............................................................................................................... | 33 | |
EXECUTIVE OFFICERS ......................................................................................................................... | 37 | |
EXECUTIVE COMPENSATION ............................................................................................................. | 38 | |
COMPENSATION DISCUSSION AND ANALYSIS .................................................................... | 38 | |
COMPENSATION COMMITTEE REPORT ................................................................................ | 65 | |
COMPENSATION TABLES ........................................................................................................... | 66 | |
PAY RATIO DISCLOSURE ............................................................................................................ | 76 | |
PAY VERSUS PERFORMANCE .................................................................................................. | 77 | |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION .............................................................................................................................. | 83 | |
RESOLUTION 5: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ........................................................................... | 84 | |
RESOLUTION 6 TO 8: VOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION OF RESULTS .............................................................................................................................. | 85 | |
RESOLUTION 9: VOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE .............................................................................. | 86 | |
AUDIT COMMITTEE REPORT .............................................................................................................. | 88 | |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ....................................................... | 90 | |
DELINQUENT SECTION 16(A) REPORTS ......................................................................................... | 91 | |
OWNERSHIP OF SECURITIES ............................................................................................................. | 92 | |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS .................................... | 95 | |
RESOLUTION 10: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO EXECUTE A BUYBACK OF COMPANY STOCK .................................................................................................................... | 97 |
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RESOLUTION 11: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE THE COMPANY’S SHARE CAPITAL BY CANCELING SHARES AS PART OF THE AUTHORIZATION TO BUY BACK SHARES ......................................................................... | 99 | |
RESOLUTION 12: VOTE ON THE AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY CANCELING SHARES ACQUIRED PURSUANT TO PROVISIONS OF ARTICLE L. 225-208 OF THE FRENCH COMMERCIAL CODE ................................. | 100 | |
RESOLUTION 13: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY WAY OF A BUYBACK OF COMPANY STOCK FOLLOWING THE CANCELLATION OF REPURCHASED STOCK ......................................................................................................................................... | 101 | |
EQUITY RESOLUTION INTRODUCTION ........................................................................................... | 102 | |
RESOLUTION 14: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OSAS (OPTIONS TO SUBSCRIBE FOR NEW ORDINARY SHARES) OR OAAS (OPTIONS TO PURCHASE ORDINARY SHARES) OF THE COMPANY TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ARTICLES L. 225-177 ET SEQ. OF THE FRENCH COMMERCIAL CODE WITHOUT SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS ...................................... | 119 | |
RESOLUTION 15: APPROVAL OF THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED OR ACQUIRED PURSUANT TO THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS BY THE 2024 ANNUAL GENERAL MEETING (TO GRANT TIME- BASED RESTRICTED STOCK UNITS AND PERFORMANCE- BASED RESTRICTED STOCK UNITS) AND PURSUANT TO RESOLUTION 14 HEREIN (TO GRANT OPTIONS TO PURCHASE OR TO SUBSCRIBE SHARES TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES) ......................................................................................................................... | 120 | |
RESOLUTIONS 16 to 21: FINANCIAL AUTHORIZATIONS .............................................................. | 121 | |
RESOLUTION 16: VOTE ON SHARE CAPITAL INCREASE THROUGH AN UNDERWRITTEN OFFERING, WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS ......................................................................... | 123 | |
RESOLUTION 17: VOTE ON SHARE CAPITAL INCREASE, WHILE PRESERVING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS ...................................... | 125 | |
RESOLUTION 18: VOTE ON SHARE CAPITAL INCREASE THROUGH A PUBLIC OFFERING, WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS ......................................................................... | 126 | |
RESOLUTION 19: VOTE ON OVER-ALLOTMENT OPTION, AS PART OF A SHARE CAPITAL INCREASE PURSUANT TO THE DELEGATIONS IN RESOLUTIONS 16, 17 AND 18 (‘GREEN SHOE’) .......................................................... | 128 | |
RESOLUTION 20: VOTE ON SHARE CAPITAL INCREASE IN CONNECTION WITH A COMPANY SAVINGS PLAN (PLAN D’ÉPARGNE D’ENTREPRISE), WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS ......................................................................... | 129 | |
RESOLUTION 21: VOTE ON THE OVERALL LIMITS PURSUANT TO RESOLUTIONS 16 TO 20 .................................................................................................................................................. | 130 |
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RESOLUTION 22: VOTE ON THE AMENDMENT OF ARTICLE 19 OF THE COMPANY’S BY- LAWS (STATUS) RELATING TO SHAREHOLDERS MEETINGS IN ORDER TO COMPLY WITH NEW PROVISIONS OF THE FRENCH COMMERCIAL CODE ............ | 131 | |
SHAREHOLDER RESOLUTIONS FOR THE 2027 ANNUAL MEETING OF SHAREHOLDERS ...................................................................................................................... | 132 | |
INCORPORATION BY REFERENCE .................................................................................................... | 132 | |
OTHER MATTERS ................................................................................................................................... | 133 | |
IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS ............................................................................................................................. | 134 | |
ANNEX A: ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING .............................................. | Annex A-1 | |
ANNEX B: ENGLISH TRANSLATION OF FRENCH GAAP STATUTORY FINANCIAL STATEMENTS ....................................................................................................... | Annex B-1 | |
ANNEX C: ENGLISH TRANSLATION OF IFRS CONSOLIDATED FINANCIAL STATEMENTS ....................................................................................................... | Annex C-1 | |
ANNEX D: RECONCILIATION OF CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW ........................................................................................................................................... | Annex D-1 | |
APPENDIX A: AMENDED 2016 STOCK OPTION PLAN ................................................................... | Appendix A-1 | |
APPENDIX B: AMENDED AND RESTATED 2015 TIME-BASED RSU PLAN ............................... | Appendix B-1 | |
APPENDIX C: AMENDED AND RESTATED 2015 PERFORMANCE-BASED RSU PLAN ................................................................................................................................... | Appendix C-1 |
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PRELIMINARY PROXY STATEMENT DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
Criteo S.A.
32 Rue Blanche
75009 Paris, France
PROXY STATEMENT
FOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS
To Be Held on June 29, 2026
The proxy statement and annual report are available at
http://criteo.investorroom.com/annuals
This proxy statement is being furnished to you by the Board of Directors of Criteo S.A. (the
“Company,” “Criteo,” “our,” “us,” or “we”) to solicit your proxy to vote your ordinary shares, nominal value
€0.025 per share (“Ordinary Shares”) at our 2026 Annual General Meeting of Shareholders (the “Annual
General Meeting”). The Annual General Meeting will be held on June 29, 2026 at 5:00 p.m., local time, at
32 Rue Blanche, 75009 Paris, France. We intend that this proxy statement and the accompanying proxy
card will be first made available on or about [l], 2026 to holders of our Ordinary Shares at 12:00 a.m.,
Paris time, on June 22, 2026 (the “ORD Record Date”). The Bank of New York Mellon, as the depositary
(the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of
American Depositary Shares as of April 2, 2026 (the “ADS Record Date”), each representing one
Ordinary Share, nominal value €0.025 per share (“ADSs”).
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements and other statements that are not
historical facts and involve risks and uncertainties that could cause actual results to differ materially.
Factors that might cause or contribute to such differences include, but are not limited to: failure related to
our technology and our ability to innovate and respond to changes in technology, including our use and
expected use of AI, uncertainty regarding our ability to access a consistent supply of internet display
advertising inventory and expand access to such inventory, investments in new business opportunities
and the timing of these investments, whether the projected benefits of acquisitions or strategic
transactions, including the redomiciliation from France to Luxembourg (the “Conversion”) materialize as
expected, uncertainty regarding our international operations and expansion, including related to changes
in a specific country's or region's political or economic conditions or policies and related uncertainties
(such as the imposition and enforceability of tariffs), the impact of competition or client in-housing,
uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy
matters and the impact of efforts by other participants in our industry to comply therewith, our ability to
obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as
well as potential limitations in accessing data from third parties, failure to enhance our brand cost-
effectively, recent growth rates not being indicative of future growth, client flexibility to increase or
decrease spend, our ability to manage growth, potential fluctuations in operating results, our ability to
grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks
related to future opportunities and plans, including the uncertainty of expected future financial
performance and results, changes in general political, economic and competitive conditions and specific
market conditions, adverse changes in the advertising industry, changes in applicable laws or accounting
practices, the Conversion not being completed, the impact or outcome of any legal proceedings or
regulatory actions that may be instituted against us in connection with the Conversion, failure to list our
shares on Nasdaq following the Conversion or maintain our listing thereafter, inability to take advantage of
the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion, the
disruption of current plans and operations by the Conversion, the disruption to the Company's
relationships, including with employees, landowners, suppliers, lenders, partners, governments and
shareholders, the future financial performance of Criteo following the Conversion, including our
anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the
Conversion, inability to terminate the deposit agreement and withdraw our ordinary shares from the
depositary so as to terminate our ADS program in connection with the Conversion, difficulty in adapting to
operating under the laws of Luxembourg, following the completion of the Conversion, a delay or failure in
our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned
U.S. subsidiary for any reason, costs or taxes related to the Conversion, and those risks detailed from
time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports,
including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the SEC on February 26, 2026, and in subsequent Quarterly Reports on Form 10-Q as well as future
filings and reports by the Company. Importantly, at this time, macro-economic conditions including
inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's
business, financial condition, cash flow and results of operations.
Except as required by law, the Company undertakes no duty or obligation to update any forward-
looking statements contained in this proxy statement as a result of new information, future events,
changes in expectations or otherwise.
1 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The
number of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.
3
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Who is entitled to vote at the Annual General Meeting?
As of March 31, 2026, the Company had outstanding 50,098,1391 ordinary shares (“Ordinary
Shares”), with a nominal value of EUR 0.025 per share (the “Nominal Value”), the majority of which were
represented by ADSs.
Holders of record of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026, which is the
record date for the Annual General Meeting (the “ORD Record Date”) will be eligible to vote on the items
to be presented at the Annual General Meeting. Holders of American Depositary Shares (“ADSs”)
registered in such holder’s name on the books of the Depositary as of the ADS Record Date may instruct
the Depositary to vote the Ordinary Shares underlying its ADSs, so long as the Depositary receives such
holder’s voting instructions by 12:00 p.m., Eastern Time, on June 23, 2026. Holders of ADSs held through
a brokerage, bank or other account as of the ADS Record Date should follow the instructions that its
broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs. The Depositary
has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting
instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual
General Meeting as April 2, 2026 (the “ADS Record Date”).
What matters will be voted on at the Annual General Meeting and what are the Board of Directors’
voting recommendations?
There are 22 Resolutions scheduled to be considered and voted on at the Annual General
Meeting:
Resolutions within the authority of the Ordinary Shareholders’ Meeting | Board Recommendation | |
1. | Renew the term of office of Mr. Michael Komasinski as Director, | FOR |
2. | Renew the term of office of Ms. Marie Lalleman as Director, | FOR |
3. | Renew of the term of office of Mr. Ernst Teunissen as Director, | FOR |
4. | Renew the term of office of Mr. Edmond Mesrobian as Director, | FOR |
5. | Non-binding advisory vote to approve the compensation for the named executive officers of the Company, | FOR |
6. | Approve the statutory financial statements for the fiscal year ended December 31, 2025, | FOR |
7. | Approve the consolidated financial statements for the fiscal year ended December 31, 2025, | FOR |
8. | Approve the allocation of results for the fiscal year ended December 31, 2025, | FOR |
9. | Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code), | FOR |
10. | Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR |
Resolutions within the authority of the Extraordinary Shareholders’ Meeting | Board Recommendation | |
11. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR |
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12. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code, | FOR |
13. | Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock, | FOR |
14. | Authorize the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights, | FOR |
15. | Approve the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 of this Shareholders' Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries), | FOR |
16. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights, | FOR |
17. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights, | FOR |
18. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, through a public offering (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders’ preferential subscription rights, | FOR |
19. | Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe'), | FOR |
20. | Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without shareholders' preferential subscription rights, | FOR |
21. | Approve the overall limits pursuant to Resolution 16 to 20 above, and | FOR |
22. | Amend the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code. | FOR |
We encourage you to read the English translation of the full text of the Resolutions to be voted
upon at the Annual General Meeting, which can be found in Annex A to this proxy statement.
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Why did I receive a “Notice of Internet Availability of Proxy Materials” but no other proxy
materials?
We are distributing our proxy materials to holders of ADSs via the Internet under the “Notice and
Access” approach permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”).
This approach expedites shareholders’ receipt of proxy materials while conserving natural resources and
reducing our distribution costs. We intend that on or about [l], 2026, we will make available to ADS
holders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing
instructions on how to access and review the proxy materials and how to vote. If you would prefer to
receive printed copies of the proxy materials in the mail, please follow the instructions in the Notice of
Internet Availability for requesting those materials.
If you hold ADSs, how do your rights differ from those who hold Ordinary Shares?
ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs
the rights of holders of our Ordinary Shares. The Deposit Agreement, as amended from time to time (the
“Deposit Agreement”), among the Company, the Depositary and holders of ADSs, and all other persons
directly and indirectly holding ADSs from time to time, sets out the rights of ADS holders as well as the
rights and obligations of the Depositary and the Company. Each ADS represents one Ordinary Share (or
a right to receive one Ordinary Share) deposited with Uptevia as custodian (the “Custodian”) for the
Depositary in France under the Deposit Agreement or any successor custodian. Each ADS also
represents any other securities, cash or other property which may be held by the Depositary in respect of
the depositary facility. The Depositary’s offices are located at 240 Greenwich Street, New York, New York
10286. The Depositary is the holder of the Ordinary Shares underlying the ADSs and held on deposit with
the Custodian. The Custodian’s offices are located at 3 Rue d’Antin, 75002 Paris, France.
What is the difference between holding ADSs as a beneficial owner through a broker, bank or
other nominee, and as a holder of record?
If you hold ADSs as a holder of record, you may instruct the Depositary directly how to vote the
Ordinary Shares underlying your ADSs. If you hold ADSs through a broker, bank or other nominee in
“street name”, you must instruct your broker, bank or other nominee how to vote the Ordinary Shares
underlying your ADSs and your broker, bank or other nominee will provide voting instructions to the
Depositary on your behalf. If you are a record holder of ADSs and fail to provide voting instructions to the
Depositary or if you hold ADSs in street name and fail to provide voting instructions to your broker, bank
or other nominee, then, in each case, the Ordinary Shares underlying your ADSs will not be voted on any
of the Resolutions being presented at the Annual General Meeting, except that if requested by the
Company and subject to the terms of the Deposit Agreement, the Depositary for the ADSs will give a
discretionary proxy to a person designated by the Company to vote the Ordinary Shares underlying an
ADS, including an ADS held through a broker, bank or other nominee, (i) on each Resolution included in
this proxy statement that is not subject to substantial opposition and (ii) against any new matter that is
submitted or existing matter that is amended following the date of the proxy statement (including during
the Annual General Meeting). If such discretionary proxy under the aforementioned clause (i) is granted to
the Company to vote on the Resolutions included in this proxy statement, the Company intends to vote in
accordance with the Board of Directors’ recommendation on each Resolution.
From whom will I receive proxy materials for the Annual General Meeting?
If you hold Ordinary Shares registered with our registrar, Uptevia, you are considered the
shareholder of record with respect to those Ordinary Shares and you will receive instructions to access
the proxy materials from us. If you hold Ordinary Shares through a broker, bank or other nominee, you are
considered the beneficial owner of the Ordinary Shares and you will receive proxy materials from your
broker, bank or other nominee.
If you hold ADSs in your own name registered on the books of the Depositary, you are considered
the registered holder of the ADSs and will receive the Notice of Internet Availability and, if requested,
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other proxy materials from the Depositary. If you hold ADSs through a broker, bank or other nominee, you
are considered the beneficial owner of the ADSs and you will receive the Notice of Internet Availability
and, if requested, other proxy materials from your broker, bank or other nominee.
How can I vote my Ordinary Shares or ADSs?
If you hold Ordinary Shares, you have the right to (i) vote at the Annual General Meeting, (ii)
vote in advance by submitting your proxy card by mail, (iii) grant your voting proxy directly to the
chairperson of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your
spouse or your partner with whom you have entered into a civil union, provided in each case that you are
the holder of record of such Ordinary Shares on the ORD Record Date. You may vote in person at the
General Meeting by requesting an admission card by checking the appropriate box on your proxy card. If
you would like to submit your proxy card by mail, simply mark the proxy card in accordance with the
instructions and date, sign and return it. If you choose to vote by mail, your proxy card must be received
by Uptevia by June 25, 2026 in order to be taken into account. If you cast your vote by appointing the
chairperson of the Annual General Meeting as your proxy, the chairperson of the Annual General Meeting
will vote your Ordinary Shares in accordance with the Board of Directors’ recommendations. If you
appoint another shareholder, your spouse or your partner with whom you are in a civil union to act as your
proxy, such proxy must be written and made known to the Company, and such other shareholder’s proxy
must be received by Uptevia by June 25, 2026 in order to be taken into account.
If you are a holder of ADSs and you are an ADS record holder, you may instruct the
Depositary directly how to vote the Ordinary Shares underlying your ADSs. We have been informed by
the Depositary that it has set the ADS Record Date for the Annual General Meeting as April 2, 2026. If you
hold ADSs through a broker, bank or other nominee in “street name”, you must instruct your broker, bank
or other nominee how to vote the Ordinary Shares underlying your ADSs and your broker, bank or other
nominee will provide voting instructions to the Depositary on your behalf. If you held ADSs as of the ADS
Record Date, you have the right to instruct the Depositary, if you held your ADSs directly, or the right to
instruct your broker, bank or other nominee, if you held your ADSs through such intermediary, how to
vote. So long as the Depositary receives your voting instructions by 12:00 p.m., Eastern Time, on
June 23, 2026, it will, to the extent practicable and subject to French law and the terms of the deposit
agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker,
bank or other nominee, such intermediary will provide you with instructions on how you may give voting
instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker,
bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.
As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the
extent you timely provide the Depositary, or your broker, bank or other nominee, as applicable, with voting
instructions, the Depositary will, to the extent practicable and subject to French law and the terms of the
Deposit Agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions.
You may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering
your ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the terms
described in the Deposit Agreement. However, in connection with voting at the Annual General Meeting
and in accordance with the Deposit Agreement, we understand that the Depositary has temporarily
suspended surrenders of ADSs for the purpose of withdrawing the Ordinary Shares during the period from
April 1, 2026 until June 30, 2026, the day after the Annual General Meeting (the “Suspension Period”).
Notwithstanding such temporary suspension, a holder of ADSs may still request the Depositary to permit
it to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the Suspension
Period, so long as such surrendering holder certifies in writing to the Depositary that: (i) it was the owner
of all ADSs being surrendered (the “Surrendered ADSs”) as of the ADS Record Date and has the power to
vote and dispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided
and will not provide following the date of such certification, voting instructions with respect to voting the
Ordinary Shares underlying the Surrendered ADSs at the Annual General Meeting to either the
Depositary or to a broker, bank or other nominee that is the registered holder of any Surrendered ADSs;
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(iii) it will not, at any time on or after the date of such certification, cause or attempt to cause the Ordinary
Shares underlying any Surrendered ADSs to be voted more than once, including by providing any voting
instructions with respect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual
General Meeting to either the Depositary or to a broker, bank or other nominee that is the registered
holder of any Surrendered ADSs; and (iv) it confirms its understanding that in the event that it has
provided or does provide such voting instructions referenced in the foregoing clauses (ii) and (iii) or
otherwise cause the Ordinary Shares underlying any Surrendered ADSs to be voted more than once, any
votes cast with respect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will
be void and not be counted as votes cast at the Annual General Meeting. Even if you are able to withdraw
Ordinary Shares during the Suspension Period by providing the required certification, it is possible that
you may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Annual
General Meeting as a holder of record of Ordinary Shares. Holders of ADSs may also incur additional
costs associated with the surrender process.
How will my Ordinary Shares be voted if I do not vote?
If you hold Ordinary Shares and do not (i) vote at the Annual General Meeting, (ii) vote by
submitting in advance a proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the
Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your
partner with whom you have entered into a civil union, your Ordinary Shares will not be counted as votes
cast and will have no effect on the outcome of the vote with respect to any matter.
If you hold Ordinary Shares and you vote in advance by mail, your Ordinary Shares will be
treated as abstentions (which will not be counted as a vote “FOR” or “AGAINST”) on any matters with
respect to which you did not make a selection.
If you hold Ordinary Shares and grant your voting proxy directly to the chairperson of the Annual
General Meeting, your Ordinary Shares will be voted in accordance with the Board of Directors’
recommendations.
How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions
to the Depositary or my broker, bank or other nominee or if a matter is subsequently added to the
agenda of the Annual General Meeting (including during the Annual General Meeting)?
If you are a registered holder of ADSs and do not provide voting instructions to the Depositary on
how you would like the Ordinary Shares underlying your ADSs to be voted on one or more matters or do
not return your voting instruction form or if you are a beneficial holder of ADSs and do not return your
voting instruction form to your broker, bank or other nominee, the Ordinary Shares underlying your ADSs
will not be voted on the Resolutions being presented at the Annual General Meeting, except that if
requested by the Company subject to the terms of the Deposit Agreement, the Depositary for the ADSs
will give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares
underlying an ADS, including an ADS held through a broker, bank or other nominee, (i) on each
Resolution included in this proxy statement that is not subject to substantial opposition and (ii) against any
new matter that is submitted or existing matter that is amended following the date of this proxy statement
(including during the Annual General Meeting). If such discretionary proxy under the foregoing clause (i) is
granted to the Company to vote on the Resolutions included in this proxy statement, the Company
intends to vote in accordance with the Board of Directors’ recommendation on each Resolution.
Can I surrender my ADSs and withdraw the underlying Ordinary Shares during the period between
the ADS Record Date and the ORD Record Date?
In connection with voting at the Annual General Meeting and in accordance with the Deposit
Agreement, we understand that the Depositary has temporarily suspended surrenders of ADSs for the
purpose of withdrawing the Ordinary Shares during the Suspension Period (from April 1, 2026 until June
30, 2026). Notwithstanding such temporary suspension, a holder of ADSs may still request the Depositary
to permit it to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the
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Suspension Period, so long as such surrendering holder certifies in writing to the Depositary that: (i) it
was the owner of all Surrendered ADSs as of the ADS Record Date and has the power to vote and
dispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided and will
not provide following the date of such certification, voting instructions with respect to voting the Ordinary
Shares underlying the Surrendered ADSs at the Annual General Meeting to either the Depositary or to a
broker, bank or other nominee that is the registered holder of any Surrendered ADSs; (iii) it will not, at any
time on or after the date of such certification, cause or attempt to cause the Ordinary Shares underlying
any Surrendered ADSs to be voted more than once, including by providing any voting instructions with
respect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual General Meeting
to either the Depositary or to a broker, bank or other nominee that is the registered holder of any
Surrendered ADSs; and (iv) it confirms its understanding that in the event that it has provided or does
provide such voting instructions referenced in the foregoing clauses (ii) and (iii) or otherwise cause the
Ordinary Shares underlying any Surrendered ADSs to be voted more than once, any votes cast with
respect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will be void and not
be counted as votes cast at the Annual General Meeting.
How will my Ordinary Shares be voted if I grant my proxy to the chairperson of the Annual General
Meeting?
If you are a holder of Ordinary Shares and you grant your proxy to the chairperson of the Annual
General Meeting, the chairperson of the Annual General Meeting will vote your Ordinary Shares in
accordance with the Board of Directors’ recommendations. As a result, your Ordinary Shares would be
voted “FOR” the nominees of the Board of Directors in Resolutions 1 to 4 and “FOR” each of Resolutions
5 to 22.
Could other matters be decided at the Annual General Meeting?
At this time, we are unaware of any matters, other than as set forth above and the possible
submission of additional shareholder resolutions, as described under “Other Matters” elsewhere in this
proxy statement, that may properly come before the Annual General Meeting.
Holders of Ordinary Shares: To address the possibility of another matter being presented at the
Annual General Meeting, holders of Ordinary Shares who choose to vote in advance by mail may use
their proxy card to (i) grant a proxy to the chairperson of the Annual General Meeting to vote on any new
matters that are proposed during the meeting, (ii) abstain from voting (which will not be counted as a vote
“FOR” or “AGAINST”) on such matters, or (iii) grant a proxy to another shareholder, a spouse or a partner
with whom the holder of Ordinary Shares is in a civil union to vote on such matters. If no instructions are
given with respect to matters about which we are currently unaware, your Ordinary Shares will be voted
“AGAINST” such matters.
If a holder of Ordinary Shares chooses to grant a proxy to the chairperson of the Annual General
Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy
statement, the chairperson of the Annual General Meeting shall issue a vote in favor of adopting such
undisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any
other such undisclosed resolutions.
Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not
disclosed in the proxy statement, or for which specific voting instructions are not provided by the holder of
such ADSs, except that if requested by the Company subject to the terms of the Deposit Agreement, the
Depositary for the ADSs will give a discretionary proxy to a person designated by the Company to vote
the Ordinary Shares underlying an ADS, including an ADS held through a broker, bank or other nominee,
(i) on each Resolution included in this proxy statement that is not subject to substantial opposition and (ii)
against any new matter that is submitted or existing matter that is amended following the date of this
proxy statement (including during the Annual General Meeting). If such discretionary proxy under the
foregoing clause (i) is granted to the Company to vote on the Resolutions included in this proxy
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statement, the Company intends to vote in accordance with the Board of Directors’ recommendation on
each Resolution.
Who may attend the Annual General Meeting?
Holders of record of Ordinary Shares as of the ORD Record Date and ADS holders as of the ADS
Record Date, or their duly appointed proxies, may attend the Annual General Meeting. Holders of
Ordinary Shares may request an admission card for the Annual General Meeting by checking the
appropriate box on the proxy card, dating and signing it, and returning the proxy card by regular mail or by
presenting evidence of their status as a shareholder at the Annual General Meeting as of the ORD
Record Date.
Holders of ADSs may be asked to provide proof of ownership in order to be admitted to the
Annual General Meeting, such as their most recent account statement or other similar evidence
confirming their ownership as of the ADS Record Date.
Holders of Ordinary Shares or ADSs can obtain directions to the Annual General Meeting by
contacting our Investor Relations department by phone at +1 929 287 7835 or by email at
InvestorRelations@criteo.com.
Can I submit questions to be answered during the Annual General Meeting?
You can submit questions during the Annual General Meeting and in advance of the Annual
General Meeting. Questions submitted in advance of the Annual General Meeting must be sent to the
Company in written form at least four business days prior to the date of the Annual General Meeting.
Such questions should be directed to the attention of the Chief Executive Officer of the Company and can
be sent either by mail to the Company’s registered office at Criteo S.A., 32 Rue Blanche, 75009 Paris,
France with acknowledgment of receipt or by email to our Investor Relations department at
InvestorRelations@criteo.com, in each case, accompanied with proof of a shareholding certificate. Proper
questions raised in advance of the meeting in accordance with these procedures will be addressed by the
Company during the Annual General Meeting.
Can I vote at the Annual General Meeting?
If you hold Ordinary Shares as of the ORD Record Date you may vote at the Annual General
Meeting unless you submit your proxy or voting instructions prior to the Annual General Meeting.
If you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs at the
Annual General Meeting.
Can I change my vote and/or revoke my proxy?
Yes. If you are a holder of Ordinary Shares you can change your vote and/or revoke your proxy
by submitting another properly completed proxy card with a later date (i) by the Annual General Meeting if
you choose to (x) grant a proxy to the chairperson of the Annual General Meeting or (y) grant a proxy to
another shareholder, your spouse or a partner with whom you are in a civil union, (ii) at any time prior to
June 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the Annual General Meeting
and voting in person.
If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the
instructions provided by the Depositary or such broker, bank or other nominee if you wish to change your
vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank
or other nominee, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares
underlying your ADSs.
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What is an “abstention” and how would it affect voting?
With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes in advance by
mail with instructions to abstain from voting regarding a particular matter or without making a selection
with respect to a particular matter. With respect to ADSs, an “abstention” occurs when a shareholder
sends proxy instructions to the Depositary to abstain from voting regarding a particular matter.
An abstention by a holder of Ordinary Shares or by a holder of ADSs will be counted toward the
presence of a quorum. Because an abstention from voting is not voted affirmatively or negatively, it will
have no effect on the approval of any of the Resolutions.
What is a broker non-vote?
A broker non-vote occurs when a broker, bank or other nominee votes on behalf of a beneficial
owner for the Annual General Meeting but does not vote on a particular Resolution because such broker,
bank or other nominee does not have discretionary voting power with respect to that Resolution and has
not received voting instructions from the beneficial owner. All Ordinary Shares are held in registered name
(in accordance with French law) and only ADSs may be held through a broker, bank or other nominee. If
requested by the Company and subject to the terms of the Deposit Agreement, if the holder of an ADS
does not provide voting instructions, the Depositary for the ADSs will give a discretionary proxy to a
person designated by the Company to vote the Ordinary Shares underlying an ADS, including an ADS
held through a broker, bank or other nominee, (i) on each Resolution included in this proxy statement that
is not subject to substantial opposition and (ii) against any new matter that is submitted or existing matter
that is amended following the date of this proxy statement (including during the Annual General Meeting).
If there are broker non-votes at the Annual General Meeting, then broker non-votes will be considered
present for the purposes of establishing a quorum, but will not count as votes cast at the Annual General
Meeting. Because of this, we do not expect there to be any broker non-votes at the Annual General
Meeting. If there are broker non-votes at the Annual General Meeting, then broker non-votes will be
considered present for the purposes of establishing a quorum, but will not count as votes cast at the
Annual General Meeting.
What are the quorum requirements for the Resolutions?
In deciding the Resolutions that are scheduled for a vote at the Annual General Meeting, each
shareholder as of the ORD Record Date is entitled to one vote per Ordinary Share. Under our by-laws, in
order to take action on the Resolutions, a quorum, consisting of the holders of one-third of the Ordinary
Shares entitled to vote, must be present in-person or by proxy. Abstentions and broker non-votes (if any)
are treated as Ordinary Shares that are present for purposes of determining the presence of a quorum. If
a quorum is not present, the meeting will be adjourned.
What are the voting requirements for the Resolutions?
The affirmative vote of a majority of the total number of votes cast by shareholders present or
represented is required for the election of each director nominee named in Resolutions 1 to 4 and for the
approval of each matter described in Resolutions 5 to 10. Under French law, this means that the votes
cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the
votes cast “FOR” a Resolution must exceed the aggregate of the votes cast “AGAINST” that Resolution.
For approval of Resolutions 11 through 22, the affirmative vote of two-thirds of the total number of votes
cast by shareholders present or represented is required. Abstentions and broker non-votes (if any) will not
count as votes cast on any of the Resolutions to be presented at the Annual General Meeting.
Who will count the votes?
Representatives of Uptevia will tabulate the votes and act as inspectors of election.
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Who will conduct the proxy solicitation and how much will it cost?
The Company is making this proxy solicitation and will pay all expenses in connection with the
solicitation of proxies for the Annual General Meeting. Our directors and certain of our employees may
solicit proxies in person or by telephone, email or other means. These employees and directors will not be
paid additional compensation for these services, other than for reimbursement of expenses. In addition, to
aid in the solicitation of proxies, we have retained Innisfree as proxy solicitor for a fee of up to $40,000.00,
plus reimbursement of expenses and indemnification against certain losses, costs and expenses.
We will make arrangements with the Depositary, brokers, banks and other nominees for the
forwarding of solicitation material to the direct and indirect holders of ADSs, and we will reimburse the
Depositary and such intermediaries for their related expenses.
Where can I find the documents referenced in this proxy statement?
The following documents are included in this proxy statement: (i) an English translation of the
statutory financial statements of the Company for the fiscal year ended December 31, 2025 prepared in
accordance with generally accepted accounting principles as applied to companies in France (“French
GAAP”), (ii) an English translation of the consolidated financial statements of the Company for the fiscal
year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards
(“IFRS”) as adopted by the European Union, and (iii) an English translation of the full text of the
Resolutions to be submitted to shareholders at the Annual General Meeting. This proxy statement will be
accompanied by the Company’s 2025 Annual Report on Form 10-K, which includes the consolidated
financial statements of the Company for the fiscal year ended December 31, 2025 prepared under
generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The Company’s
2025 Annual Report on Form 10-K was filed with the SEC on February 26, 2026 and is available on our
website at http://criteo.investorroom.com. In addition, once available, the Report of the Board of Directors
and the Management Report will be posted on our website at http://criteo.investorroom.com and filed with
the SEC. Information contained on, or that can be accessed through, any website referenced herein does
not constitute a part of this proxy statement. Websites referenced herein are included solely as an
inactive textual reference.
You may obtain additional information, which we make available in accordance with French law,
by contacting the Company’s Investor Relations department at Criteo S.A., 32 Rue Blanche, 75009 Paris,
France, or by emailing InvestorRelations@criteo.com. Such additional information includes, but is not
limited to, the statutory auditors’ reports and the report prepared by the independent expert appointed
pursuant to the provisions of Article L. 225-209-2 of the French Commercial Code referenced in the
Resolutions described below.
Who can I contact if I have questions about voting my Ordinary Shares or ADSs or attending the
Annual General Meeting?
If you have any questions about voting your Ordinary Shares or ADSs or attending the Annual
General Meeting, please contact our Investor Relations department by phone at +1 (929) 287-7835 or by
email at InvestorRelations@criteo.com, or our proxy solicitor, Innisfree, in the United States at (877)
717-3923 and outside the United States at +1 (412) 232-3651.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors believes that having a mix of directors with complementary qualifications,
expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight
responsibilities, representing the best interests of our shareholders, and providing practical insights and a
wide range of perspectives.
Board Member / Nominee | Technology | Corporate Finance and Accounting | Public Company Board | Leadership (CEO/ Business Unit) | Global Business Operations | Strategy / Business Transformation | M&A | Marketing | Cyber- security |
Nathalie Balla | x | x | x | x | x | x | x | x | |
Stefanie Jay | x | x | x | x | x | x | x | x | |
Michael Komasinski | x | x | x | x | x | x | x | ||
Frederik van der Kooi | x | x | x | x | x | x | |||
Marie Lalleman | x | x | x | x | x | x | |||
Edmond Mesrobian | x | x | x | x | x | x | |||
Rachel Picard | x | x | x | x | x | x | x | ||
Ernst Teunissen | x | x | x | x | x | x | x | x | x |
The lack of a skill in the above table does not mean that the director does not possess that skill or
experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that
the item is a particularly prominent qualification or characteristic that the director brings to the Board of
Directors.
Director and Director Nominee Biographies
Presented below is information with respect to the Board of Director’s eight incumbent directors
and its director nominees. The information presented below for each such person includes the specific
experience, qualifications, attributes and skills that led the Board of Directors to conclude that such person
should serve on the Board of Directors.
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 Michael Komasinski CEO & Director Age: 55 Director since: 2025 | Professional Experience | |||
•Chief Executive Officer of the Americas, President of Global Data and Technology, dentsu (2023 – 2025) •Global Chief Executive Officer, Merkle (2015 – 2023) •Chief Operating Officer, Razorfish (2014 – 2015) •President, Schawk Retail Marketing, SGK (2010 – 2014) •Vice President Global Operations, Nielsen (2003 – 2010) | ||||
Key Skills & Qualifications | ||||
•Technology / AdTech / Retail Media Expertise: Mr. Komasinski brings over 20 years of AdTech expertise and a proven track record of driving accelerated growth, AI-driven innovation and scale. He has vast retail media expertise, having grown Merkle's retail media consulting practice and combining it with dentsu's leading media buy-side capabilities. •Strategy / Business Transformation Experience: At dentsu, Mr. Komasinski led the technological transformation of its product suite during a time of rapid innovation. Those efforts included embedding AI across dentsu’s products and platforms to enhance value for clients and defining dentsu’s client-facing data drive, technology strategy, which resulted in significant enterprise client wins. •Global Business Experience: Prior to joining dentsu, Mr. Komasinski was responsible at Merkle for overseeing a staff of more than 14,000 employees in over 50 locations throughout the Americas, EMEA, and APAC. He previously served in leadership positions at Razorfish, Schawk Retail Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council and the Interactive Advertising Bureau (IAB). | ||||
Current Organizations | ||||
•Director, Ad Council (2023 – Present) •Director, Interactive Advertising Bureau (IAB) (2025 – Present) | ||||
Education | ||||
•Bachelor of Science in Engineering and Philosophy, Vanderbilt University •MBA degree, Indiana University’s Kelley School of Business | ||||
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 Frederik van der Kooi Chairperson of the Board & Independent Director Age: 59 Director since: 2023 Committee: Nomination & Corporate Governance | Professional Experience | |||
•Microsoft Corporation ◦Corporate Vice President (Microsoft Advertising) (2010 – 2021) ◦Corporate Vice President & COO (Online Services Division) (2009 – 2010) ◦Corporate Vice President & CFO (Online Services Division and Windows) (2006 – 2009) ◦General Manager (Finance – EMEA) (2003 – 2006) ◦Senior Finance Director (Western Europe) (2001 – 2003) ◦Finance Director (Benelux) (1999 – 2001) •Previously held numerous finance and business roles at General Motors including CFO of IBC Vehicles | ||||
Key Skills & Qualifications | ||||
•Technology / AdTech Expertise: Mr. van der Kooi has deep expertise in digital advertising, leading Microsoft’s digital advertising business for over a decade, covering search, display, native, retail media and video offerings and leading strategy, sales, marketing and partnerships globally. •Corporate Finance / M&A Experience: Mr. van der Kooi led Microsoft’s acquisitions and integration of PromoteIQ in retail media, Xandr and others, and closed transformative business partnerships with Yahoo, AOL, AppNexus and global agency partners. •Strategy / Business Transformation Experience: Mr. van der Kooi built and scaled Microsoft’s global advertising business fivefold over a decade, reaching ~$10bn by the end of his tenure. •Global Business Experience: Throughout his career, Mr. van der Kooi has led multi-country teams and held positions of leadership in the United States, Western Europe and the United Kingdom. | ||||
Education | ||||
•Master of Business Administration, Instituto de Estudios Superiores de la Empresa (IESE) •Bachelor of Business Administration, Nyenrode University | ||||
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 Nathalie Balla Independent Director Age: 58 Director since: 2017 Committee: Audit and Compensation | Professional Experience | |||
•Co-owner and Chief Executive Officer (2014 – 2022), Chief Executive Officer (2009 – 2014), La Redoute •Co-owner and Managing Director (2014 – 2022), Relais Colis •Managing Director, Robert Klingel Europe (2005 – 2008) •Executive Committee (International Operations), Quelle and Neckermann (2001 – 2005) •Managing Director, Quelle Versand and Mode&Preis Switzerland (1998 – 2001) •Managing Director, Madeleine Switzerland and Austria (1992 – 1998) •Auditor, Price Waterhouse Switzerland (1990 – 1991) | ||||
Key Skills & Qualifications | ||||
•Retail Media Expertise: Ms. Balla brings extensive experience in retail media and a keen understanding of how to successfully influence customers at points of purchase having served as CEO of La Redoute, the number one online retailer for apparel and home & decoration in France and one of Europe's largest home shopping organizations. •Global Business Experience: Throughout her career, Ms. Balla has led multi-country teams in the retail industry, including serving as a key leader in charge of international operations at German retailer Quelle and Neckermann and as the CEO of La Redoute at Redcats, part of Kering. •Strategy / Business Transformation Experience: Ms. Balla led the turnaround and successful transformation of Relais Colis and La Redoute by leveraging her deep experience in the digitalization of physical retail to grow sales. •Corporate Finance / M&A Experience: Ms. Balla led the acquisition, capital raising and transformation of Relais Colis and La Redoute, leading to the ultimate sale of La Redoute to Galeries Lafayette Group and Relais Colis to Walden Group in 2022. | ||||
Other Boards (within past five years) | ||||
•Director, Edenred (OTCMKTS: EDNMY) (2023 – Present) •Director, IDI (EPA: IDIP) (2021 – Present) •Director, DEE Tech (acquired July 2023) (2021 – 2023) | ||||
Current Organizations | ||||
•Partner, 50 Partners Digital, Healthcare, Impact (2023 – Present) •Vice-President, FEVAD (2014 – 2022) | ||||
Education | ||||
•PhD in Business Administration (Finance and Accounting), Sankt Gallen University •Master Degree, École supérieure de commerce (ESCP-EAP) of Paris | ||||
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 Stefanie Jay Independent Director Age: 47 Director Since: 2025 Committee: Audit | Professional Experience | |||
•Senior Vice President and Chief Business and Strategy Officer, eBay, Inc (2021 – 2024) •Walmart, Inc ◦Vice President and General Manager (Walmart Media Group (now Walmart Connect)) (2017 – 2021) ◦Vice President and Head of M&A and Strategic Partnerships, Global eCommerce (2015 – 2017) •Goldman Sachs & Co. ◦Vice President, Investment Banking Division (2013 – 2015) ◦Vice President and Head of Client Strategy Group, Executive Office (2009 – 2012) ◦Vice President, Consumer Retail Group, Investment Banking Division (2001 – 2009) | ||||
Key Skills & Qualifications | ||||
•Retail Media Expertise: Ms. Jay served as Vice President and General Manager at Walmart Connect, where she transformed its advertising business, grew revenue over 7x and significantly scaled its platform and operations. •E-commerce and Global Business Experience: Ms. Jay brings nearly 20 years of experience across omnichannel retail, e-commerce, and global digital marketplaces and most recently served as Senior Vice President and Chief Business and Strategy Officer of eBay. At eBay, Ms. Jay led the development of a new strategic vision and planning approach, contributing to its return to growth and improved operating margins. •Corporate Development / M&A Experience: Ms. Jay brings strong experience in global strategy and corporate development. She led global M&A and business development initiatives at Walmart, including the acquisition of Jet.com and key strategic investments and partnerships. At eBay, Ms. Jay also led the acquisition and integration of five category-leading companies, notably Goldin Auctions and TCG Player, and 10 investments to strengthen eBay’s category positioning. •Capital Markets Experience: Ms. Jay spent over a decade at Goldman Sachs, where she held leadership roles in investment banking and client strategy, including in its Consumer and Retail Group and Executive Office. | ||||
Other Boards (within past five years) | ||||
•Director, MiniLuxe Holding Corp (TSXV:MNLX) (2021 – Present) •Director, PWP Forward Acquisition Corp (FRW) (2021 – 2022) | ||||
Education | ||||
•Bachelor of Arts in Economics, Columbia University | ||||
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 Marie Lalleman Independent Director Age: 61 Director since: 2019 Committee Chair: Nomination & Corporate Governance | Professional Experience | |||
•Global External Advisor (Customer/Marketing, Data and Retail Practices, Bain & Company) •Chairwoman of the Advisory Board of Vusion S.A. •The Nielsen Company ◦Executive Vice President (Global Strategic Partners, France/USA) (2017 – 2021) ◦Global Partner, Amazon (Retail, Advertising) (2017 – 2021) ◦Global Operating Leadership Team, USA (Nielsen Media) (2017 – 2021) ◦Retailers Global Partnership & Global Client Partner (Carrefour Group, France) (2007 – 2017) ◦Nielsen Executive Committee, Europe (2007 – 2017) ◦International Client Business Partner for EMEA, Asia, Latam (Unilever/Kimberly Clark, UK/ France) (2001 – 2006) ◦Business Unit Director, EMEA (1998 – 2001) ◦International Client Director, Europe (1992 – 1997) •Held leadership positions at several other global companies including Dataquest (Dun & Bradstreet Group), EMS-Chemie and Carillon Importers | ||||
Key Skills & Qualifications | ||||
•Technology / AdTech Expertise: Ms. Lalleman’s tenure holding various senior positions at The Nielsen Company has given her deep global expertise with the retail and media digital players as well as an understanding of the transformation dynamics of the industry. •Strategy / Business Transformation Experience: With extensive leadership experience at Nielsen, particularly in driving data-driven strategic growth, Ms. Lalleman leveraged her deep expertise in retail, e-commerce and digital media to lead Nielsen in navigating digital disruption and business model transformation. •Global Business Experience: Throughout her career, Ms. Lalleman has led multi-country teams and has worked in a broad range of industries in the United States as well as in Western and Eastern Europe. •Retail Media: Ms. Lalleman brings extensive experience in understanding how retailers transform their business models implementing innovative enterprise data strategy and Retail Media solutions, having served as Global Strategic Partner with Nielsen for e-commerce, digital media & retail global players, and current retail advisory practice. | ||||
Current Organizations | ||||
•Chairwoman of Advisory Board of Vusion S.A. (2024 – Present) •Member of the Advisory Board of Tech-for-Retail Conference | ||||
Other Boards (within past five years) | ||||
•Director & Chair of Nomination & Remuneration Committee, Trainline (LON: TRN) (2024 –Present) •Director & Chair of the Remuneration Committee, Payfit SA (2023 – Present) •Director & Chair of Nomination & Remuneration Committee, Patrizia (ETR: PAT) (2021 – 2024) | ||||
Education | ||||
•Diploma in International Business Management and Administration, Kedge School of Business | ||||
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 Edmond Mesrobian Independent Director Age: 65 Director since: 2017 Committee: Compensation | Professional Experience | |||
•Chief Technology and Information Officer, Nordstrom (USA) (2018 – 2022) •Group Chief Technology Officer, Tesco (2015 – 2018) •Chief Technology Officer, Expedia Group (2011 – 2014) •Chief Technology Officer, RealNetworks (2003 – 2010) •Chief Technology Officer, ARTISTdirect (2002 – 2003) •Previously held various CTO and leadership positions at Amplified Holdings, Checkout.com and The Walt Disney Company | ||||
Key Skills & Qualifications | ||||
•Retail Media Expertise: Mr. Mesrobian was responsible for implementing Nordstrom’s first retail media solution in his role as its Chief Technology and Information Officer. •Technology / AdTech Expertise: Mr. Mesrobian has extensive experience as an information technology executive having served as Chief Technology Officer of several global companies, including Nordstrom, Tesco and Expedia, over 20+ years. •Strategy / Business Transformation Experience: Mr. Mesrobian has demonstrated expertise in crafting and executing corporate strategies to drive growth and innovation. During his time at Nordstrom, he focused on transforming the company into a digital first enterprise interconnected by the Nordstrom Analytical Platform to power customer, merchandising and inventory processes. At Tesco, as part of the company’s One Tesco initiative, he focused on strengthening the company's technological capabilities and creating innovative solutions for its customers. •Global Business Experience: Mr. Mesrobian has extensive experience leading teams at large international companies, including Tesco and Expedia, to enhance digital strategy and customer engagement efforts with global audiences. At RealNetworks, he focused on media solutions (music, video, and gaming) for direct-to-consumer subscription services as well as SaaS offerings to global telecom and cable operators. | ||||
Other Boards | ||||
•Director, Apigee Corporation (acquired in November 2016) (2015 – 2016) •Director, Entain Plc (May 2025 – present) | ||||
Education | ||||
•Ph.D. in Computer Science, University of California, Los Angeles •Master of Science in Computer Science, University of California, Los Angeles •Bachelor of Science in Math and Computer Science, University of California, Los Angeles | ||||
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 Rachel Picard Independent Director Age: 59 Director since: 2017 Committee: Nomination & Corporate Governance | Professional Experience | |||
•Co-founder and Chief Executive Officer of Velvet (2024 – Present) •Chief Executive Officer of SNCF Voyages (2014 – 2020) •Chief Executive Officer of SNCF Gares & Connexions at SNCF Group (2012 – 2014) •Chief Executive Officer of Thomas Cook France and Deputy General Manager of Tour Operating and Marketing at Thomas Cook Group (2010 – 2012) | ||||
Key Skills & Qualifications | ||||
•Business Transformation: As the former CEO of SNCF Voyages, Ms. Picard brings extensive expertise in overseeing and executing successful transformations of large businesses to Criteo’s boardroom. She led a comprehensive transformation of SNCF Train Stations and the TGV business model, which increased growth, quality and profitability and launched two new services that expanded the company’s market reach. •Digital and E-Commerce Strategies: Ms. Picard has over 20 years of experience leading innovative product design projects and her strategic vision has supported early integrated digital efforts in e-commerce, including as the former Head of voyages-sncf.com. Her first-hand knowledge in developing and executing digital strategies adds significant digital innovation and e- commerce expertise to the Board of Directors to guide Criteo’s unified technology platform. •Global CEO Experience: Ms. Picard successfully developed and led corporate strategies, including as CEO of SNCF Voyages and SNCF Gares & Connexions, where she drove the implementation of technology enhancements and service improvement of its high-speed train network, strengthening the long-term value of SNCF for customers and investors. She brings valuable experience leading large, complex companies that supports the ability of Criteo’s Board of Directors to effectively oversee management and increase accountability. She also brings an entrepreneurial experience, building business models and growth expertise as co-founder and CEO of a greenfield train operator, backed by an investment of 1 billion euros. | ||||
Other Boards (within past five years) | ||||
•Director, AXA S.A. (EPA: CS) (2022 – Present) •Member, Supervisory Board of Rocher Participations (2020 – 2024) •Director, Compagnie des Alpes (EPA: CDA) (2009 – 2022) | ||||
Education | ||||
•Master’s Degree, HEC Paris | ||||
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 Ernst Teunissen Independent Director Age: 59 Director since: 2024 Committee Chair: Compensation Committee: Audit and Compensation | Professional Experience | |||
•Chief Financial Officer of TripAdvisor & Chief Executive – Viator, TheFork & CruiseCritic, business units of TripAdvisor (2015 – 2022) •Chief Financial Officer of Cimpress (2009 – 2015) •Founder, ThreeStone Ventures & Co-Founder, Manifold Partners (2003 – 2009) •Executive Director (Media & Communications), Morgan Stanley (1999 – 2003) •Senior Associate Director (Global Telecommunications), Deutsche Bank (1997 – 1999) •Senior Strategy Consultant, Monitor Company (1990 – 1997) | ||||
Key Skills & Qualifications | ||||
•Corporate Finance / M&A Experience: Most recently, Mr. Teunissen led global finance operations and was responsible for multiple acquisitions, investments and joint ventures as the CFO of TripAdvisor. Prior to that, as CFO of Cimpress, Mr. Teunissen oversaw revenue growth from $600 million to $1.8 billion and multiple successful acquisitions. •Capital Market Experience: Throughout his career as an investment banker and a public company CFO, Mr. Teunissen has executed a significant number of capital market transactions including IPOs, equity follow-ons and debt issuances. •Technology / AdTech Expertise: Mr. Teunissen has deep experience in consumer internet, online marketplaces and online advertising stemming from his tenure at TripAdvisor, where he drove growth acceleration of several business units, as well as his tenure at Cimpress. •Global Business Experience: Over the course of his 30-year career, Mr. Teunissen has held numerous leadership positions in the United States, Europe and Asia. | ||||
Other Boards (within past five years) | ||||
•Member, Supervisory Board & Audit Committee, Just Eat Takeaway.com NV (2024 – Present) •Director, Chair of Audit Committee & Member of Audit Committee, Printful (2021 – Present) •Director, Supervisory Board, LuxExperience B.V. (2025 – Present) | ||||
Education | ||||
•Post-Graduate Diploma, University of Surrey •Master of Business Administration, University of Oregon •BBA, Nijenrode University, The Netherlands School of Business | ||||
Family Relationships
There are no family relationships among any of our executive officers, directors or director
nominees.
Board Leadership and Corporate Governance Framework
Our governance framework provides the Board of Directors with flexibility to select the appropriate
board leadership structure for the Company. The Board of Directors has reviewed its leadership structure
in light of the Company’s operating and governance environment and determined that, due to his
respective significant expertise and history with the Company, Mr. van der Kooi should serve as
chairperson of the Board of Directors until his term as director expires at the 2027 annual general meeting
of shareholders. Ms. Picard, who had previously served as chairperson of the Board of Directors, resigned
from her position as chairperson effective April 9, 2025, but continues to serve on the Board of Directors.
Because the Board of Directors currently has an independent chairperson, the Board of Directors
does not currently utilize a lead independent director. The Board of Directors previously determined that it
was appropriate to have a lead independent director for so long as the chairperson of the Board of
Directors is holding an executive position, or otherwise is not an independent director.
Although our chairperson and Chief Executive Officer positions are currently separated, our Board
of Directors does not have a policy that requires the combination or separation of these roles. Given the
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dynamic and competitive environment in which we operate, the Board of Directors continues to believe that
retaining the flexibility to vary the leadership structure as appropriate based on certain circumstances over
time is in the best interests of the Company and its shareholders at this time.
Our corporate governance framework enables our Board of Directors and management to pursue
our goals and strategic objectives in seeking to maximize long-term shareholder value. Our Board of
Directors has adopted corporate governance guidelines that set forth the role of our Board of Directors,
board composition and structure (including independence requirements), board membership criteria, and
other governance policies. In addition, our Board of Directors has adopted written charters for its standing
committees (audit, compensation, and nomination and corporate governance), as well as certain other
policies, as detailed below. The Board of Directors is committed to sound corporate governance, and
regularly evaluates its practices to ensure alignment with our strategy and execution and seek
opportunities for improvement. Annually, the Board of Directors considers updates to our corporate
governance framework based on shareholder feedback, results from the annual general shareholders
meeting, the Board of Directors and committees’ self-assessments, governance best practices, and
regulatory developments.
Our Corporate Governance Documents | ||
•By-laws | •Anti-Corruption Policy | |
•Code of Business Conduct & Ethics | •Clawback Policy | |
•Corporate Governance Guidelines and Board Charter | •Insider Trading Policy | |
•Third Party Code of Conduct | •Compensation Committee Charter | |
•Executive Share Ownership Guidelines | •Audit Committee Charter | |
•Non-Employee Director Share Ownership Guidelines | •Nomination and Corporate Governance Committee Charter | |
These documents are available on our website at http://criteo.investorroom.com under “Governance Documents” or at http://criteo.com/sustainability/. | ||
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is
applicable to all of our employees, temporary workers and interns, officers and directors, including our
chief executive and senior financial officers. The audit committee is responsible for overseeing the Code of
Conduct, and our Board of Directors is required to approve any waivers of the Code of Conduct for
employees, executive officers and directors. We expect that any amendments to the Code of Conduct or
waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed
on our website.
Insider Trading and Anti-Hedging/Pledging Policies
We have an Insider Trading Policy governing the purchase, sale and other dispositions of Criteo’s
securities that applies to our directors, officers and employees. We believe that our Insider Trading Policy
is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as
applicable listing standards. In addition, with regards to the Company’s trading in its own securities, it is the
policy of the Company to comply with applicable U.S. securities laws and exchange listing requirements.
Additionally, our Insider Trading Policy makes clear that all subject persons may not (i) trade in
options, warrants, puts, calls or other similar derivative instruments on Company securities or sell
Company securities “short,” (ii) hold Company securities in margin accounts, (iii) engage in hedging
transactions and all other forms of monetization transactions (including through the use of financial
instruments, such as prepaid variable forwards, equity swaps, collars and exchange funds) or (iv) pledge
Company securities as collateral for loans.
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A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.
Human Rights Policy
In February 2020, we adopted a Global Human Rights Policy. While governments have the primary
responsibility for protecting and upholding the human rights of their citizens, Criteo recognizes our
responsibility to respect internationally recognized standards of fair treatment and non-discrimination in our
operations. Standards that we look to and are guided by include the United Nations (“UN”) Guiding
Principles on Business and Human Rights and the UN Universal Declaration of Human Rights. Further, we
are committed to respecting all internationally recognized human rights wherever we do business. The
policy applies to Criteo S.A. and its subsidiaries, and applies to everyone in the Company including the
Board of Directors and all colleagues when doing work for the Company. Additionally, we strive to select
and work with vendors, partners and suppliers who respect all relevant human rights conventions and
principles.
Director Independence
Our nomination and corporate governance committee and our Board of Directors have undertaken
a review of the independence of the directors using the current standards for “independence” established
by Nasdaq and considered whether any director has a material relationship with us that could compromise
his or her ability to exercise independent judgment in carrying out the responsibilities of a director. As a
result of this review, our Board of Directors determined that Mses. Balla, Jay, Lalleman and Picard, and
Messrs. van der Kooi, Mesrobian and Teunissen, who currently serve on our Board of Directors, are
“independent directors” as that term is defined under the applicable rules and regulations of the SEC and
Nasdaq. Our Board of Directors determined that Mr. de Pesquidoux, who did not stand for re-election
following the expiration of his term as director at the annual meeting of shareholders in 2025, also qualified
as independent. In making these determinations, our Board of Directors considered the relationships that
each non-employee director has with us and all other facts and circumstances our Board of Directors
deemed relevant in determining the director’s independence, including the number of Ordinary Shares
beneficially owned by the director and his or her affiliated entities, if any. For more information, see
“Certain Relationships and Related Transactions—Other Relationships.”
Role of the Board in Risk Oversight
Our Board of Directors is primarily responsible for the oversight of our risk management activities
and has delegated to the audit committee the responsibility to assist our Board of Directors in this task.
The audit committee also monitors our system of disclosure controls and procedures and internal control
over financial reporting and reviews contingent financial liabilities. The audit committee reviews and
discusses with management, and, as appropriate, the Company’s auditors, the Company’s guidelines and
policies for risk assessment and management, including major financial, data privacy, cybersecurity and
sustainability risks, and the steps taken by management to monitor and control those exposures. For a
description of the principal duties and responsibilities of the audit committee, see “—Board Committees—
Audit Committee” below.
While our Board of Directors oversees our risk management, our management is responsible for
day-to-day risk management processes. Our Board of Directors expects our management:
üto consider risk and risk management in each business decision,
üto proactively develop and monitor risk management strategies, and
üto process day-to-day activities to effectively implement risk management strategies
adopted by the Board of Directors.
We believe this division of responsibilities is the most effective approach for addressing the risks we face.
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Board Committees
The Board of Directors has established an audit committee, a compensation committee and a
nomination and corporate governance committee, each of which operates pursuant to a separate charter
adopted by our Board of Directors. The charters of each of the Company’s board committees and other
governance materials can be accessed on our website at http://criteo.investorroom.com under
“Governance Documents.” The composition and functioning of all of our committees complies with all
applicable requirements of the French Commercial Code, the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Nasdaq and SEC rules and regulations. In accordance with French
law, committees of our Board of Directors only have an advisory role for matters falling into the
competence of the Board of Directors under French law and can only make recommendations to our Board
of Directors in this respect. As a result, such decisions are made by our Board of Directors taking into
account non-binding recommendations of the relevant board committee. In addition, special ad hoc
committees of the Board of Directors may be created from time to time to assist the Board of Directors with
special projects and other matters, including M&A and other strategic options.
Audit Committee
Membership
Mses. Balla and Jay, and Mr. Teunissen currently serve on the committee, with Mr. Teunissen
serving as its chairperson. Our Board of Directors has determined that each member of the committee is
independent within the meaning of applicable Nasdaq and SEC rules and the independence requirements
contemplated by Rule 10A-3 under the Exchange Act. Our Board of Directors has further determined that
each of Mses. Balla and Jay, and Mr. Teunissen qualify as financially sophisticated under Nasdaq rules. In
addition, our Board of Directors has determined that each of Mses. Balla and Jay, and Mr. Teunissen is an
“audit committee financial expert” as defined by SEC rules and regulations, based, in the case of Mr.
Teunissen, on his extensive experience in finance roles, including as the Chief Financial Officer of
TripAdvisor, in the case of Ms. Balla, on her extensive experience directly supervising principal financial
and accounting officers as the former Chief Executive Officer of La Redoute, and in the case of Ms. Jay, on
her extensive experience in finance and in financial oversight roles, including at Goldman Sachs, Walmart
and eBay.
Description and Responsibilities
Our audit committee assists the Board of Directors in overseeing the Company’s corporate
accounting and financial reporting process, the Company’s systems of internal control over financial
reporting, risk management and audits of financial statements, the quality and integrity of the Company’s
financial statements and reports, the qualifications, independence and performance of the Company’s
independent outside auditors for the purpose of preparing or issuing an audit report or performing audit or
review services (which may include independent registered public accounting firm to serve as financial
statement auditors or statutory auditors and sustainability auditors, as required by applicable laws, referred
to in this section as “Auditors”), the performance of the Company’s internal audit function and the
Company’s compliance program. The committee held five meetings in 2025. The principal duties and
responsibilities of our audit committee include, among other things:
•making recommendations on the appointment, compensation, renewal and/or retention, and
oversight of our Auditors, assessing their independence and qualifications, including the
performance and qualifications of the lead partner, overseeing the Auditors’ work, determining the
Auditors’ compensation and evaluating the performance of the Auditors;
•reviewing and approving engagements of the Auditors, including the scope of and plans for audit
or non-audit services;
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•reviewing and discussing with management and our Auditors the results of the annual audit,
including any critical audit matters identified by our Auditors;
•reviewing the Company’s internal quality control procedures and conferring with management and
the Auditors regarding the scope, adequacy and effectiveness of the Company’s disclosure
controls and procedures and internal control over financial reporting;
•reviewing and discussing with management and, as appropriate, the Auditors, the Company’s
guidelines and policies with respect to risk assessment and management, including the
Company’s major financial risk exposures, data privacy and cybersecurity risks and sustainability
risks and the steps taken by management to monitor and control these exposures;
•reviewing and recommending procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing matters,
as well as for the confidential, anonymous submission by our employees of concerns regarding
questionable accounting or auditing matters;
•reviewing the results of management’s efforts to monitor compliance with the Company’s programs
designed to ensure adherence to applicable laws and regulations, as well as the Code of Conduct,
including reviewing and making recommendations with respect to related person transactions;
•reviewing and recommending appropriate insurance coverage for the Company’s directors and
officers;
•reviewing and making recommendations, under applicable French and U.S. rules, with respect to
the financial statements proposed to be included in any of the Company’s reports to be filed with
the SEC, reviewing disclosure discussing the Company’s financial performance in any reports to
be filed with the SEC, reviewing earnings press releases and financial information and earnings
guidance provided to analysts and ratings agencies and preparing any reports of the audit
committee as may be required by the SEC; and
•reviewing any significant issues that arise regarding accounting principles and financial statement
presentation, conflicts or disagreements between management and the Auditors or other financial
or sustainability reporting issues, as required by applicable laws, and reporting to the Board of
Directors with respect to related material issues.
Nasdaq rules require that the audit committee have the specific audit committee responsibilities
and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which
requires, among other things, that the audit committee have direct responsibility for the appointment,
compensation, retention and oversight of our Auditors, establishment of procedures for complaints made
and selection of consultants with respect to its duties. However, Rule 10A-3 provides that if the laws of a
company’s home country prohibit the full Board of Directors from delegating such responsibilities to the
audit committee, the audit committee’s powers with respect to such matters may instead be advisory. As
indicated above, under French law, our audit committee may only have an advisory role and make
recommendations to our Board of Directors for matters falling into the competence of the Board of
Directors under French law. Moreover, Rule 10A-3 also provides that its audit committee requirements do
not conflict with any laws of a company’s home country that require shareholder approval of such matters.
Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once
every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we
have two statutory auditors. Our shareholders renewed the term of office of Deloitte & Associés, our
independent registered public accounting firm, at the 2023 Annual General Meeting, the term of office of
RBB Business Advisors, as statutory auditor, at the 2024 Annual General Meeting, and Nexbonis Advisory
to continue as statutory auditor in lieu and in place of RBB Business Advisors for the remaining term of
office of RBB Business Advisors through the Annual General Shareholders' Meeting held in 2030.
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Compensation Committee
Membership
Ms. Balla and Mr. Mesrobian and Teunissen currently serve on the committee, with Ms. Balla
serving as its chairperson. Our Board of Directors has determined that each member of the committee is
independent within the meaning of the applicable Nasdaq and SEC rules.
Description and Responsibilities
Our compensation committee assists our Board of Directors in reviewing, making
recommendations to our Board of Directors regarding, and overseeing matters related to, the
compensation of our executive officers and non-employee directors, including establishing and overseeing
the Company’s compensation philosophy, policies, plans and programs. The committee held eight
meetings in 2025. The principal duties and responsibilities of our compensation committee include, among
other things:
•reviewing and making recommendations to the Board of Directors with respect to the
overall compensation strategy and policies for the Company, including making
recommendations to the Board of Directors regarding pay levels, pay mix and pay
structures, including performance goals and objectives of the Chief Executive Officer and
other executive officers, reviewing regional and industry-wide compensation practices and
trends and evaluating and recommending to the Board of Directors the compensation
plans and programs, terms of employment or employment agreements, severance
arrangements, change in control protections and any other compensatory arrangements
(including, without limitation, perquisites and any other form of compensation) and
compensation-related policies advisable for the Company (or the modification or
termination thereof);
•reviewing and making recommendations to the Board of Directors regarding the
compensation of our non-employee directors;
•reviewing and making recommendations to the Board of Directors regarding the
Company’s equity compensation strategy including annual budget, award levels, eligibility,
award mix and vesting;
•reviewing and making recommendations to the Board of Directors with respect to other
personnel and compensation matters, including benefit plans;
•reviewing and evaluating risks associated with the Company’s compensation programs;
•reviewing and discussing with management the compensation discussion and analysis
and other compensation information that we may be required to include in SEC filings and
preparing any reports of the compensation committee on executive compensation as may
be required by the SEC;
•considering the results of shareholder advisory votes on executive compensation (and on
the frequency thereof), and, to the extent it deems appropriate, taking such results into
consideration in connection with the review and approval of executive and, as applicable,
director compensation;
•reviewing the Company’s strategies, initiatives and programs with respect to the
Company’s culture, talent recruitment, development and retention, inclusion initiatives, and
employee engagement;
•review and approve the implementation or revision of, and oversee, any compensation
recoupment, “clawback” or similar policy allowing or requiring the Company to recoup
compensation; and
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•reviewing, and reporting to the Board of Directors, succession planning and management
development topics for senior leaders.
The charter for our compensation committee allows the compensation committee, in certain
circumstances, to delegate its authority to subcommittees, as appropriate.
The compensation of our executive officers is determined by the Board of Directors, taking into
account recommendations from our compensation committee. In the case of members of executive officers
other than our Chief Executive Officer, our Board of Directors also takes into account recommendations
from our Chief Executive Officer.
Under French law, we must obtain shareholder approval at a general meeting of shareholders in
order to authorize the Board of Directors to grant equity compensation. Generally, we ask shareholders to
give our Board of Directors the authority to decide on the specific terms of the grant of equity
compensation, within the limits of the shareholders’ authorization. The most recent authorization to grant
equity compensation was given to our Board of Directors at the 2024 Annual General Meeting. The
compensation committee is responsible for evaluating and making recommendations to the Board of
Directors with respect to our equity plans.
Our compensation committee engages independent compensation consultants from time to time to
assist in evaluating the design and assessing the competitiveness of our executive and non-employee
director compensation. For more detailed information on the role of compensation consultants, see
“Executive Compensation–Compensation Discussion and Analysis – Compensation Philosophy and
Objectives – Participants in the Compensation Process – Role of Compensation Consultant” elsewhere in
this proxy statement.
Nomination and Corporate Governance Committee
Membership
Mses. Lalleman and Picard and Mr. van der Kooi currently serve on the committee, with
Ms. Lalleman serving as its chairperson. Our Board of Directors has determined that each member of the
committee is independent within the meaning of the applicable Nasdaq and SEC rules.
Description and Responsibilities
Our nomination and corporate governance committee mainly assists our Board of Directors in
overseeing all aspects of the Company’s corporate governance functions and making recommendations to
the Board of Directors regarding corporate governance issues. The committee also identifies, reviews,
evaluates and recommends to our Board of Directors candidates to serve as directors. The committee held
five meetings in 2025. The principal duties and responsibilities of our nomination and corporate
governance committee include:
•identifying, reviewing, evaluating and recommending to the Board of Directors the persons
to be nominated for election (or re-election) as directors and appointed to each of the
committees of the Board of Directors and establishing related policies, including
consideration of any potential conflicts of interest, applicable independence and
experience requirements, a wide range of perspectives, and any other relevant factors that
the committee considers appropriate in the context of the needs of the Board of Directors;
•reviewing and assessing the performance of management and the Board of Directors,
including committees of the Board of Directors;
•overseeing the Company’s strategy on global corporate social responsibility and
environmental, social and governance (“ESG”) initiatives;
•overseeing the composition of the Board of Directors and its committees;
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•assessing the independence of directors;
•developing and recommending to the Board of Directors corporate governance principles
and practices; and
•reviewing with the Chief Executive Officer plans for succession to the offices of the
Company’s Chief Executive Officer.
The charter for our nomination and corporate governance committee allows the committee to
delegate its authority to subcommittees, as appropriate.
Nomination of Directors
Our Board of Directors believes that it should be composed of directors with a wide range of
complementary backgrounds, and that directors should, at a minimum, exhibit proven leadership
capabilities and possess experience at a high level of responsibility within their chosen fields. When
considering a candidate for director, the nomination and corporate governance committee considers
whether the directors, both individually and collectively, can and do provide the experience, judgment,
commitment, skills and expertise appropriate to lead the Company in the context of its industry. In addition,
the nomination and corporate governance committee considers a nominee’s expected contribution to skills,
background, experiences and perspectives, as well as whether such nominee could provide added value
to any of the committees of the Board of Directors, given the then existing composition of the Board of
Directors as a whole. The nomination and corporate governance committee also provides input and
guidance regarding the independence of directors, for formal review and approval by our Board of
Directors.
Prior to nominating a sitting director for re-election at an annual meeting of shareholders, in
addition to the factors described above, the nomination and corporate governance committee will consider
the director’s past attendance at, and participation in, meetings of the Board of Directors and the
committees on which the director sits, as well as the director’s formal and informal contributions to the
work of the Board of Directors and its committees. The nomination and corporate governance committee
will also consider feedback received during the annual committee assessment process, as well as general,
overall board assessments conducted from time to time. The nomination and corporate governance
committee considers each director nominee’s experience, judgment, commitment, skills and expertise
relevant to service on our Board of Directors.
When seeking candidates for director, the nomination and corporate governance committee may
solicit suggestions from incumbent directors, management, shareholders and others. Additionally, the
Board of Directors has in the past used and may continue to use the services of third-party search firms to
assist in the identification and analysis of appropriate candidates. For example, Stefanie Jay, who was
elected to our Board of Directors at the annual meeting of shareholders in 2025, was identified as a
candidate by our nomination and corporate governance committee and our Chief Executive Officer further
to a search launched by Spencer Stuart, a search firm. After conducting an initial evaluation of a
prospective candidate by said committee, each of the chairperson of said committee and the Chief
Executive Officer will interview that candidate if they believe the candidate might be suitable. The
chairperson or vice-chairperson of the Board of Directors or the lead independent director, if any, may also
ask the candidate to meet with certain members of executive management, and for the final candidate,
other members of the Board of Directors. If the nomination and corporate governance committee believes
a candidate would be a valuable addition to the Board of Directors, it may recommend to the Board of
Directors that candidate’s appointment or election, who, in turn, can submit the candidate for consideration
by the shareholders.
The nomination and corporate governance committee will consider candidates for director
recommended by a shareholder or group of shareholders who meet the requirements set forth in Articles L.
225-105 and R. 225-71 of the French Commercial Code. The nomination and corporate governance
committee will evaluate such recommendations applying its regular nomination criteria and considering the
additional information set forth below. Eligible shareholders wishing to recommend a candidate for
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nomination as a director are requested to send the recommendation in writing to: Board of Directors,
Criteo, 32 Rue Blanche, 75009 Paris, France. The nomination and corporate governance committee will
accept recommendations of director candidates throughout the year; however, in order for a recommended
director candidate to be considered by the nomination and corporate governance committee for nomination
to stand for election at an upcoming annual meeting of shareholders, the recommendation must be
received no fewer than 25 days prior to the date of the Company’s annual meeting of shareholders. A
shareholder recommendation must contain the following information:
•the text of the resolution to appoint the director candidate;
•a brief explanation of the reason for such recommendation;
•information about the director nominee set forth in Article R. 225-83 5○ of the French
Commercial Code; and
•an affidavit to evidence the requisite share holdings.
Further, any shareholder seeking to solicit proxies in support of director nominees other than the
Company’s nominees must comply with Rule 14a-19 under the Exchange Act, including by delivering a
notice to the Company which must (i) be received by the Company no later than 60 calendar days prior to
the anniversary date of the Company’s annual meeting of shareholders (assuming the current year’s
meeting is held within 30 days of such anniversary date); (ii) include the names of all director candidate
nominees for whom the shareholder intends to solicit proxies; and (iii) include a statement that such
shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares
entitled to vote on the election of directors in support of the director candidate nominees other than the
Company’s nominees. Any such notice should be sent (i) in writing, to: Board of Directors, Criteo S.A., 32
Rue Blanche, 75009 Paris, France; or (ii) by electronic notice, to: AGM@criteo.com.
In connection with its evaluation of director candidates, the nomination and corporate governance
committee or the Board of Directors may request additional information from the candidate or the
recommending shareholder and may request an interview with the candidate. The nomination and
corporate governance committee has discretion to decide which individuals, if any, to recommend for
nomination as directors to the Board of Directors, provided that any such nomination will be reviewed by
the full Board of Directors. The Board of Directors then makes a recommendation to the shareholders.
Executive Sessions of Non‑Management Directors
In order to promote discussion among the non-management directors, regularly scheduled
executive sessions (i.e., meetings of non-management directors without management present) are held to
review such topics as the non-management directors determine.
Communications with the Board of Directors
The Board of Directors has established a process to facilitate communication between
shareholders and other interested parties and our directors. All communications by shareholders and other
interested parties can be sent to: Chief Legal and Transformation Officer, Criteo, 32 Rue Blanche, 75009
Paris, France. Communications are distributed to the Board of Directors or to any specific director(s), as
appropriate. Items unrelated to the duties and responsibilities of the Board of Directors or otherwise
unsuitable for distribution to the Board of Directors will be redirected.
Directors’ Attendance at Board, Committee and Annual Meetings
The Board of Directors held eight meetings (four of which were held by videoconference) during
2025. Each incumbent director attended 100% of the aggregate of the meetings of the Board of Directors
and meetings held by all committees on which such director served during the portion of 2025 in which he
or she served, with the exception of Mr. de Pesquidoux (who did not stand for re-election following the
expiration of his term as director at the 2025 Annual General Meeting) and Mr. Komasinski, who were each
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absent and excused from one Board of Directors meeting. A director’s retainer fees are reduced if such
director does not attend 100% of the regularly-scheduled in-person quarterly meetings held by the Board
of Directors and committee meetings during the fiscal year, provided that each director is permitted to
attend one such in-person quarterly meeting telephonically or by video conference without his or her
retainer fees being reduced. In addition, a director may attend an in-person meeting telephonically or by
video conference without his or her retainer fees being reduced if such director is unable to attend in
person due to a change in the date or location of the physical meeting after the Board of Directors
establishes its meeting calendar for any particular fiscal year.
Directors are invited but not required to attend the annual meeting of shareholders. Mr. Komasinski
and Mr. Frederik van der Kooi attended the 2025 Annual General Meeting of Shareholders.
Succession Planning
Our Board of Directors deems succession planning a core responsibility that should involve collaboration
between the directors and the Chief Executive Officer. Our nomination and corporate governance
committee is primarily responsible for periodically reviewing with the current Chief Executive Officer plans
for succession to the office of the Company’s Chief Executive Officer and developing plans for interim
succession in the event of an unexpected occurrence. Following coordination with the current Chief
Executive Officer, the nomination and corporate governance committee will make recommendations to the
Board of Directors with respect to the selection of appropriate individuals to succeed to this position.
The compensation committee also has the responsibility to ensure that the Company considers a long-
term program for effective senior leadership development and succession, as well as short-term
contingency plans for emergencies and other normal contingencies, such as the termination of
employment or death or disability of certain senior leaders.
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Human Capital Management
We have a demonstrated history of commitment to the well-being and success of our workforce, and our
Company is driven by our core values of “open, together and impactful”.
As noted above in the description of the compensation committee's responsibilities, our compensation
committee has oversight of and periodically reviews the Company's strategies, initiatives and programs
with respect to the Company's culture, talent recruitment, development and retention and employee
engagement.
Talent Acquisition | Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent. | |||
Learning and Development | We strive to provide exceptional training opportunities and development programs for our employees. In 2025, approximately 18,000 training hours were delivered to our employees. To assess and improve employee retention and engagement, we periodically survey employees and take action to address areas of employee concern. In 2025, we carried out three employee surveys, soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion. | |||
Culture | As a global technology company, we believe that an inclusive culture is the cornerstone for driving creative collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment through how we hire, develop, reward and retain talent at Criteo. Our efforts to foster a positive culture and an inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups to encourage community, engagement and networking for all employees. | |||
Health, Safety and Wellness | Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and support employees with their work life integration and believe that flexibility is an essential element to remain engaged, efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest potential. | |||
Total Rewards | We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with reference to external market comparisons, internal equity and the relationship between management and non-management compensation. Our total compensation packages include base pay, performance-based incentives, long-term incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family leave, employee assistance and well-being programs among many others. | |||
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RESOLUTIONS 1 TO 4:
ELECTION OF DIRECTORS
General
Pursuant to our by-laws and in accordance with French law, our Board of Directors must be
composed of between three and ten members. We currently have eight directors. Directors are elected,
re-elected and may be removed at a shareholders’ general meeting with the affirmative vote of the
majority of votes cast with respect to each Resolution. Currently, pursuant to our by-laws, our directors
are elected for two-year terms.
Our by-laws also provide, in accordance with French law, that our directors may be removed with
or without cause by the affirmative vote of the majority of votes cast at the relevant ordinary shareholders’
meeting. In addition, our by-laws provide, in accordance with French law, that any vacancy on our Board
of Directors resulting from the death or resignation of a director may be filled by vote of a majority of our
directors then in office, provided there are at least three directors remaining, and provided further that
there has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed
to fill a vacancy are elected by the Board of Directors for the remaining duration of the current term of the
replaced director. The appointment must be ratified at the shareholders’ general meeting following such
election by the Board of Directors. In the event the Board of Directors is composed of less than three
directors as a result of vacancies, the remaining directors shall immediately convene a shareholders’
general meeting to elect one or several new directors in order for there to be at least three directors
serving on the Board of Directors at any given time, in accordance with French law.
The following table sets forth information regarding each continuing director and director
nominee, including his or her age, as of March 31, 2026.
Name | Age | Current Position | Director Since | Term Expiration Year | ||||
Michael Komasinski | 55 | Director | 2025 | 2026 | ||||
Nathalie Balla(1)(3) | 58 | Director | 2017 | 2027 | ||||
Stefanie Jay (1) | 47 | Director | 2025 | 2027 | ||||
Frederik van der Kooi(2) | 59 | Chairperson | 2023 | 2027 | ||||
Marie Lalleman(2) | 61 | Director | 2019 | 2026 | ||||
Edmond Mesrobian(3) | 65 | Director | 2017 | 2026 | ||||
Rachel Picard(2) | 59 | Director | 2017 | 2027 | ||||
Ernst Teunissen(1)(3) | 59 | Director | 2024 | 2026 |
(1) | Member of the audit committee. |
(2) | Member of the nomination and corporate governance committee. |
(3) | Member of the compensation committee. |
Mr. Mesrobian, while not a formal audit committee member, attended three committee meetings
in 2025 to advise the audit committee on matters of cybersecurity. In addition, pursuant to French
ordinance no. 2017-1386, Criteo has a social and economic committee (comité social et économique) that
includes the employer and a staff delegation composed of representatives elected among the employees.
Our social and economic committee was formed in May 2019 and replaced the former works council
(comité d’entreprise). Two of these representatives are entitled to attend all meetings of the Board of
Directors and meetings of the shareholders in an observer capacity.
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Director Nominees
The Board of Directors, based on the recommendation of the nomination and corporate
governance committee, has nominated Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian
to be elected as directors at the Annual General Meeting.
Each of the nominees for director to be elected at the Annual General Meeting, currently serves
as a director of the Company. Each director elected or re-elected at the Annual General Meeting will hold
office until the 2028 Annual General Meeting. Each director elected at the Annual General Meeting will
serve until his or her successor is duly elected and qualified.
If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable
for election, and as a consequence thereof other nominees are designated, then the persons named in
the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for
other nominees in accordance with their judgment.
Given the unique and indispensable skills and expertise, and the dedication and value that each
of Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian bring to our Board of Directors, we
request that, pursuant to Resolutions 1 through 4, you approve:
•the renewal of the term of office of Mr. Komasinski;
•the renewal of the term of office of Ms. Lalleman;
•the renewal of the term of office of Mr. Teunissen; and
•the renewal of the term of office of Mr. Mesrobian.
For the full text of Resolutions 1 to 4, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTIONS 1 TO 4.
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DIRECTOR COMPENSATION
Director Compensation Table
The following table sets forth compensation information for each person who served as a non-
employee member of our Board of Directors during 2025. Mr. Komasinski, who served as our Chief
Executive Officer and as a member of the Board of Directors during 2025, is not included in this table, as
he was not entitled to director compensation due to his service as an executive officer of the Company.
The compensation received by Mr. Komasinski for 2025 is described under “Executive Compensation—
Compensation Discussion and Analysis–Elements of Executive Compensation Program” and under
“Executive Compensation–Summary Compensation Table” and the tables that follow.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) |
Nathalie Balla(3) | 263,220 | — | — | — | — | 38,638 | 301,858 |
Stefanie Jay | 127,250 | — | — | — | — | 18,679 | 145,929 |
Frederik van der Kooi | 336,732 | — | — | — | — | 120,818 | 457,550 |
Marie Lalleman(4) | 243,400 | — | — | — | — | 104,314 | 347,714 |
Edmond Mesrobian(5) | 260,495 | — | — | — | — | 38,238 | 298,733 |
Hubert de Pesquidoux(6) | 32,700 | — | — | — | — | 4,800 | 37,500 |
Rachel Picard | 282,196 | — | — | — | — | 121,447 | 403,643 |
Ernst Teunissen | 273,030 | — | — | — | — | 40,078 | 313,108 |
(1) | These amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to the terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a two-year holding period. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of Ms. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. Teunissen, $248 750 for Mr. van der Kooi, $240 000 for Ms. Picard, and $100,000 for Ms. Jay. The total number of shares purchased by Ms. Balla, Ms. Jay, Mr. van der Kooi, Ms. Lalleman, Mr. Mesrobian, Ms. Picard, and Mr. Teunissen pursuant to this program during 2025 was 6,450, 4,444, 7,701, 6,270, 6,172, 8,276, and 6,177, respectively. |
(2) | The amounts reported in the “All Other Compensation” column reflect gross-ups to the cash amounts paid to the directors on account 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, $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 Mr. Teunissen, and gross-ups in respect of social contributions in the amount of $62,251 for Mr. van der Kooi, $59,807 for Ms. Lalleman, and $69,780 for Ms. Picard. |
(3) | The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount 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 €1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration. |
(4) | The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount 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 €1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration. |
(5) | The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $9,375 for his participation in three audit committee meetings due to his expertise in matters of cybersecurity. |
(6) | Mr. de Pesquidoux’s term as director expired at the 2025 Annual General Meeting, and he did not stand for re-election. |
Independent Director Compensation
The compensation committee is responsible for reviewing and recommending the compensation
for the independent members of our Board of Directors for approval. The compensation committee
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reviews our independent director compensation periodically and, with the assistance of its independent
compensation consultant, Compensia, Inc. (“Compensia”), designs and updates director compensation to
maintain competitive but reasonable compensation levels and structures.
In making decisions regarding independent director compensation, the compensation committee
considers a competitive market analysis provided by Compensia based on compensation data regarding
independent director compensation at the companies in our compensation peer group (the composition of
our compensation peer group is described below under “Executive Compensation–Compensation
Discussion and Analysis”). Total average compensation for each of our independent directors is generally
targeted at the median of our peer group’s total average director compensation.
For fiscal year 2025, Compensia conducted a review of our independent director compensation
program compared to the competitive market based on the compensation peer group. See “Executive
Compensation—Compensation Discussion and Analysis” for details on the composition of our
compensation peer group. Based on this review, we maintained the same independent director
compensation structure for fiscal year 2025 that was in place for 2024. However, due to the change of the
Chairperson of the Board that was approved by the Nomination and Corporate Governance Committee
and Compensation Committee on April 9, 2025, the remuneration of the Chairperson of the Board was
amended as indicated below. The following table sets forth a summary of Compensia’s review of the
Company’s target annual independent director compensation for fiscal year 2025:
(1) In connection with Mr. van der Kooi’s appointment as chairperson of the Board of Directors effective April 9, 2025, the Board of
Directors changed the Total Additional Compensation from $205,000 to $110,000 in part to better align with market peers.
(2) Excludes “All Other Compensation” as quantified in the Director Compensation Table above.
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The components of independent director compensation for 2025 were as follows:
Compensation Element | Director Compensation | |
Annual cash remuneration - Chairperson(1) | $95,000 | |
Annual cash remuneration - other non- employee directors(1) | $50,000 | |
Annual equity award - Chairperson(2)(3) | $265,000 in shares purchased on the open market that are subject to a two-year holding period(4) | |
Annual equity award - Vice-chairperson (if applicable)(2)(3) | $250,000 in shares purchased on the open market that are subject to a two-year holding period(4) | |
Annual equity award - other non-employee directors(2)(3) | $200,000 in shares purchased on the open market that are subject to a two-year holding period(4) | |
Committee membership remuneration(1) | $12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee | |
Committee Chair remuneration(1) | $25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee | |
New director equity award (one-time grant)(2)(4) | $200,000 in shares purchased on the open market that are subject to a two-year holding period | |
Vice chairperson remuneration (if applicable) | $20,000 | |
(1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors are allowed to attend one meeting per year (where in-person attendance otherwise would be required) by telephone or video conference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person Board of Directors’ or Committees’ meeting is changed during the course of the year, a director’s attendance at such meeting by telephone or video conference will not affect his or her 100% participation rate. | ||
(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a two-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents (other than the chairperson), a withholding tax of 12.8% payable by the Company; (ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% (prélèvements obligatoires) and social contributions of 17.2% (prélèvements sociaux) payable by the Company (i.e., 30% in total); and (iii) when allocated to a French or non-French resident who is also the chairperson, a withholding tax of 12.8% (prélèvements obligatoires) and social security contributions of up to 23% (cotisations de sécurité sociale) payable by the Company, if due. | ||
(3) Directors do not receive the annual equity attendance remuneration for the fiscal year in which they join the Board of Directors. | ||
(4) Prorated for directors who join during the year. | ||
The compensation committee believes that a combination of cash and equity (via open market
purchases) is the best way to attract and retain directors with the background, experience and skills
necessary for a company such as ours, and is in line with our industry’s practice. Pursuant to French law,
non-employee or independent directors may not be granted stock options or RSUs. Accordingly, in 2025
and in previous years, we paid our independent directors additional remuneration for the purpose of
purchasing Criteo shares on the open market. We believe the additional remuneration that we pay to
directors to facilitate their investment in Company securities is a key element of our independent director
compensation aligned with our strategy to remain competitive against our peers in the advertising
technology and broader technology industries.
In order to facilitate the investment in Criteo securities, in 2025 each independent member of our
Board of Directors received (i) an initial grant of $200,000 to purchase shares of Criteo stock on the open
market upon being appointed and (ii) for each subsequent fiscal year, an annual grant of $200,000 (for
our general independent directors), $250,000 (for our vice-chairperson, if applicable) or $265,000 (for our
chairperson) to purchase shares of Criteo stock on the open market. The payment of this additional
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remuneration constitutes taxable compensation to these directors and is grossed up for certain
withholding taxes and social security charges. The payment of this remuneration is assuming the
independent director has attended 100% of the board’s scheduled in-person meetings for that year and it
is reduced proportionately for any scheduled in-person meetings during that fiscal year that they do not
attend.
All such securities purchased on the open market by the independent directors are subject to a
two-year holding period intended to function as a vesting period during which the director bears the risk of
loss. Each independent director may elect to keep up to 30% of such remuneration in cash to pay his or
her personal taxes or social security charges that arise in connection with such cash remuneration and to
purchase securities with the remaining amount of cash received.
Utilizing this method of cash remuneration followed by purchases of securities on the open
market allows our independent directors to continue to acquire and hold Criteo equity but without any
resulting incremental shareholder dilution.
Non-Employee Director Share Ownership Guidelines
We maintain share ownership guidelines for our non-employee directors (including the
chairperson of our Board of Directors). Pursuant to these guidelines, each non-employee director is
required to own Company securities equal to the lesser of (i) 17,308 shares or (ii) the amount of shares
that have a fair market value equal to five times such board member’s annual cash retainer, disregarding
any additional fees paid for specific leadership roles or committee membership. The non-employee
directors are required to meet the applicable ownership requirements within five years of becoming
subject to them. If required share ownership is not satisfied within five years, the individual must retain
100% of any shares resulting from vested non-employee director warrants or his or her purchase of
shares, until the guidelines are met.
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EXECUTIVE OFFICERS
The following table sets forth information regarding our current executive officers, including their
ages, as of March 31, 2026:
Name | Age | Position(s) |
Michael Komasinski | 55 | Chief Executive Officer |
Sarah Glickman | 56 | Chief Financial Officer |
Ryan Damon | 53 | Chief Legal and Transformation Officer |
Michael Komasinski was appointed as our Chief Executive Officer and a member of our Board of
Directors effective as of February 15, 2025. Mr. Komasinski brings over 20 years of AdTech expertise and
a proven track record of driving accelerated growth, AI-driven innovation, and scale. Throughout his
career, Mr. Komasinski has gained significant data-driven technology expertise and vast retail media
experience. From July 2023 to February 2025, Mr. Komasinski served as CEO of the Americas, President
of Global Data & Technology, and member of the Group Executive Management team at dentsu, one of
the largest global advertising holding companies. Mr. Komasinski joined dentsu through its acquisition of
Merkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of Merkle in
November 2021. Mr. Komasinski previously served in leadership positions at Razorfish, Schawk Retail
Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council
and the Interactive Advertising Bureau (IAB). Mr. Komasinski holds a Bachelor of Science degree in
Engineering and Philosophy from Vanderbilt University and an MBA degree from Indiana University's
Kelley School of Business.
Sarah Glickman has served as our Chief Financial Officer and Principal Accounting Officer since
August 2020. Ms. Glickman oversees the Company’s finance, procurement and corporate
communications organization. Ms. Glickman previously served as Acting Chief Financial Officer for 20
months at XPO Logistics, a Fortune 200 company and leading provider of transportation and logistics
solutions, where she previously served as Senior Vice President, Corporate Finance and Transformation.
Prior to XPO Logistics, Ms. Glickman held operational Chief Financial Officer roles at Novartis and
Honeywell International. Ms. Glickman started her career at PricewaterhouseCoopers before taking a
finance executive role at Bristol-Myers Squibb. Ms. Glickman has served on the board of directors of
AptarGroup, Inc., a global designer and manufacturer of consumer product dosing, dispensing and
protection technologies, since September 2023. Ms. Glickman has served on the board of directors of
2seventy bio, Inc., an emerging immuno-oncology company, from November 2021 to May 2025. Ms.
Glickman is a U.K. Fellow Chartered Accountant, has a U.S. CPA, with a degree in economics from the
University of York, England. She has extensive global experience in strategic decision making and leading
transformative change, including M&A, with a strong focus on execution, including strong financial
performance and operational excellence.
Ryan Damon has served as our Chief Legal and Transformation Officer (and previously Chief
Legal and Corporate Affairs Officer) since August 2018. In addition to overseeing the Company’s legal,
compliance and public affairs organization, Mr. Damon is responsible for driving transformation initiatives
that support Criteo’s Commerce Media Platform vision and execution roadmap, including Criteo’s trading
infrastructure and custom capabilities. Prior to joining Criteo, Mr. Damon was with Riverbed Technology
for 11 years, where he spent his last three years as Senior Vice President, General Counsel and
Secretary, leading legal and corporate development and Riverbed’s take-private with Thoma Bravo. Mr.
Damon has held senior legal roles at Charles Schwab and was an attorney with the law firm
of Gunderson Dettmer in Silicon Valley, representing start-up technology companies and venture capital
investors. Mr. Damon started his career as a software programmer with Edison International. Mr. Damon
received a B.A. in Geography with a Specialization in Computing from the University of California at Los
Angeles and a J.D. from the University of California, Hastings.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The following compensation discussion and analysis provides comprehensive information and
analysis regarding our executive compensation program for 2025 for our named executive officers and
provides context for the decisions underlying the compensation reported in the executive compensation
tables in this proxy statement. For 2025, our named executive officers included (i) our principal executive
officer; (ii) our former principal executive officer who served during a portion of fiscal year 2025, (iii) our
principal financial officer; (iv) our other executive officer, other than the principal executive officer and the
principal financial officer, who was serving as of the end of the fiscal year; and (v) our former executive
officer who served during a portion of fiscal year 2025. Unless otherwise noted, titles referred to in this
section are as of December 31, 2025. For the year ended December 31, 2025, our named executive
officers were:
Michael Komasinski | Chief Executive Officer (principal executive officer) | |
Megan Clarken | Former Chief Executive Officer (principal executive officer) | |
Sarah Glickman | Chief Financial Officer (principal financial officer) | |
Ryan Damon | Chief Legal and Transformation Officer | |
Brian Gleason | Former Chief Revenue Officer and President, Retail Media |
We believe that we have a strong team of executives with the ability to execute our strategic and
operational priorities. The combination of strong executive leadership and highly talented and motivated
employees played a key role in our solid financial performance in 2025, as described below.
2025 Financial and Operating Results
We are a global commerce intelligence platform that drives performance for brands, agencies,
retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual
transactions and two decades of AI innovation, we help companies across the ecosystem make smarter
decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With
thousands of clients and deep partnerships across global retail and digital commerce, we provide the
technology and insights businesses need to compete and grow.
2025 Financial Results:
In 2025, the financial results of our two reportable segments: Performance Media and Retail
Media, included the following highlights:
•Revenue increased by 1%, or was flat at constant currency, from $1,933 million in 2024 to $1.945
billion in 2025. This was driven by Retail Media growth and partially offset by flat revenue in
Performance Media;
•Gross profit increased 7% year-over-year, from $983 million in 2024 to $1,049 million in 2025;
•Contribution excluding traffic acquisition costs, which we refer to as Contribution ex-TAC, which is
a non-GAAP financial measure, increased by 5% year-over-year, or 4% at constant currency,
from $1,121 million in 2024 to $1,175 million in 2025;
•Retail Media Contribution ex-TAC grew 2% year-over-year (or 2% on a constant currency basis)
and same-retailer Contribution ex-TAC retention was 112% in 2025 excluding the scope reduction
from our largest client;
2 Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment,
is a non-GAAP financial measure. For the year 2025, Free Cash Flow is calculated by considering Cash Flow from Operating
Activities of $311 million and a $101 million usage for net additions to intangible assets, property, and equipment. For a reconciliation
from operating activities to free cash flow, please see Annex D.
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•Performance Media Contribution ex-TAC increased 6% year-over-year (or 4% on a constant
currency basis);
•Net income increased by 30% year-over-year from $115 million in 2024 to $149 million in 2025;
•Adjusted EBITDA, which is a non-GAAP financial measure, increased by 4% from $390 million in
2024 to $407 million in 2025; and
•Cash from operating activities was $311 million and Free Cash Flow amounted to $211 million in
2025.2
Contribution ex-TAC and Adjusted EBITDA are non-GAAP measures. Contribution ex-TAC is a
profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue
and reconciled to gross profit through the exclusion of other cost of revenue. We define Adjusted EBITDA
as our consolidated earnings before financial income (expense), income taxes, depreciation and
amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service
costs, certain restructuring, integration and transformation costs, certain acquisition-related costs and a
loss contingency related to a regulatory matter. Traffic acquisition costs consist primarily of purchases of
impressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-
party intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by
publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our consolidated
statements of financial position as trade payables. Please refer to “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 on page 57 for a
reconciliation of gross profit to Contribution ex-TAC and at page 72 for a reconciliation of net income to
Adjusted EBITDA, in each case the most directly comparable financial measure calculated and presented
in accordance with U.S. GAAP. Constant currency measures exclude the impact of foreign currency
fluctuations and are computed by applying the 2024 average exchange rates for the relevant period to
2025 figures. A reconciliation is provided in “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our 2025 Annual Report on Form 10-K at page 68 in the section
entitled “Constant Currency Reconciliation.”
The following charts show the change in our revenue, Contribution ex-TAC, gross profit, net
income, Adjusted EBITDA and cash flow from operating activities over the past three years:
3 Media spend is defined as the sum of working media spend allocated to Retail Media campaigns and media spend activated on
behalf of Performance Media clients.
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Operational Metrics:
•Criteo's media spend3 activated by the Commerce AI Platform for marketers and media owners
was over $4.3 billion in 2025;
•Criteo had approximately 740 million Daily Active Users (DAUs), or more than three billion DAUs
across channels, including social;
•We ended the year with approximately 17,000 clients globally, while maintaining an average client
retention rate (as measured on a quarterly basis) of approximately 90% over the past three years;
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Executive Compensation Highlights for 2025
Highlights of our executive compensation program for 2025 include the following:
•We continue to maintain rigorous short- and long-term incentive compensation programs for our
executive officers to ensure fair ongoing pay-for-performance outcomes and strong alignment
with our shareholders:
•We paid out annual incentives to our active named executive officers at 96%-101% of target
based primarily on our achievement of quantitative Company financial performance metrics along
with the named executive officers’ achievement of qualitative objectives;
•We updated our compensation peer group to maintain alignment with key attributes of the
Company (including our industry, market capitalization and certain financial metrics, including
annual revenue and annual revenue growth), and determined executive compensation levels with
reference, in part, to these reasonably comparable groups;
•We continued the practice by which a majority of our executive officers’ target total direct
compensation opportunity is performance-based and variable paid in the form of both short-term
incentives and long-term equity-based incentives, including performance-based stock units
(“PSUs”) and time-vesting restricted stock units (“RSUs”). Our long-term equity incentive awards
vest over four years for RSUs and three years for PSUs, and provide executives with
differentiated payout opportunities tied to growth in Company value over time or achievement of
measurable, objective, pre-established performance goals; and
•We maintained changes from 2024 to our long-term incentives (“LTI”) programs for our executive
officers designed to align with long-term shareholder interests, such as linking the majority to
performance conditions, keeping rigorous time and ownership requirements, and retaining
relative TSR as a strategic performance metric for 50% of the PSUs awarded to such executive
officers.
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Executive Compensation Policies and Practices
We maintain several policies and practices, including compensation-related corporate
governance standards, consistent with our executive compensation philosophy:
What We Do | What We Don’t Do | |
ü Performance-based equity incentives with long-term vesting requirements ü Strong percentage of executive equity granted in the form of performance-based annual incentives ü Caps on performance-based cash and equity compensation payouts ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external analysis of competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return along with relative TSR performance ü Four-year equity award vesting periods for RSUs, three-year performance period for certain of our PSUs ü Clawback policy requiring recoupment of erroneously awarded incentive-based compensation paid to executive officers if our financial statements are the subject of an accounting restatement that complies with applicable SEC and Nasdaq rules ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Stringent non-employee director share ownership requirement guidelines | û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits û No employment agreements with executive officers that contain guaranteed salary increases, bonuses, or equity compensation rights û No discounted stock options or option re- pricings without shareholder approval û No payment or accrual of dividends on unvested stock options, PSU or RSU awards |
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New Hire Package and Year One Compensation for New CEO
Michael Komasinski joined Criteo as CEO on February 15, 2025, bringing over 20 years of
advertising industry expertise and a proven track record of driving accelerated growth, AI-driven
innovation, and scale. In formulating his compensation package, the compensation committee, together
with the Board of Directors, reviewed carefully what it would take to attract, motivate and retain a
recognized leader of Mr. Komasinski’s caliber, while considering closely competitive market data and
practice in our peer group and the broader AdTech sector.
The compensation committee designed a compensation package that would remain consistent
with Criteo’s executive compensation practices, linking the majority of CEO compensation to performance
with clear metrics. Over 80% of the total target compensation opportunity was in equity with a long-term
focus and alignment with shareholder outcomes, with 70% of this equity initially tied to performance, half
based on strategic financial targets, and the other half based on relative total shareholder return. A
number of new-hire one-time compensation elements were also provided, largely intended to cover
compensation that Mr. Komasinski would forfeit in leaving his previous employer. A summary table is
provided below.
The primary challenge in setting Mr. Komasinski’s starting compensation at Criteo involved
shifting him from a significantly different pay mix which was heavily cash-focused in his previous agency
role, where he was a well-established and recognized top executive.
In order to respect the Company’s policies and market practice, upon joining the Company, Mr.
Komasinski was asked to make a significant trade-off between fixed and total cash income and the upside
potential but increased risk of long-term equity-based compensation. Such a change could only be
attractive and reasonable if certain assumptions around the equity compensation plan were satisfied.
When it became apparent early in Mr. Komasinski’s tenure as CEO that the initial assumptions around his
equity compensation package were impaired, the Board of Directors initiated discussions about possible
one-time measures that could be implemented to meet the parties’ initial expectations about Mr.
Komasinski’s initial compensation opportunity, but still maintain strong longer-term accountability for
Company performance and investor alignment.
2025 CEO Compensation | ||
Component | Amount | Comments |
Annual Base Salary | $750,000 | Pro-rated for 2025, this was set in line with market of the Company’s peer group but still significantly below Mr. Komasinski’s base salary with his previous employer. |
Target Annual Cash Bonus | 100% of base, maximum 200% | Cash bonus comprised of 80% on financial metrics and 20% on individual strategic objectives. This bonus added to base salary resulted in a total target cash compensation near the midpoint of CEOs in the Company’s peer group. |
Annual Equity Award 2025 | $5,000,000(1) at target (30% RSUs, 35% Financial PSUs and 35% Relative TSR-based PSUs) | RSUs with 4 year vesting & PSUs with 3 year vesting. |
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One-time New Hire Items | ||
Sign-on Bonus | $1,000,000 | Sign-on bonus included a repayment obligation of the full amount in the event of resignation or termination for cause in first 12 months. Most of this bonus was intended to replace $900,000 in estimated forfeited value of annual cash incentive from Mr. Komasinski’s previous employer. |
One-Time Sign-on Addition | $100,000 | This additional one-time cash bonus was to cover unforeseen out-of-pocket expenses to Mr. Komasinski that resulted from changing from his previous employer’s benefits plans. These added costs were only confirmed after he had joined Criteo. |
Sign-on Equity Award | $2,000,000(1) (divided as 2025 award above) | Vesting as 2025 award above. This was also intended to replace the estimated value of outstanding long-term incentives that Mr. Komasinski forfeited when he left his prior employer. |
Exceptional in-year Retention | ||
One-Time Additional Equity Award | $2,500,000(1) all RSUs | A one-time corrective action. See below for additional details. |
(1) Represents the intended value of the grant at the time of the decision by the Board of Directors. Actual grant date
fair value may differ slightly.
As described above, Mr. Komasinski’s initial equity award upon joining the Company was heavily
performance-based (the “Performance-Based New Hire Award,” collectively with the time-based new hire
award, the “New Hire Awards”), and a significant part of this equity compensation was intended to
compensate a decrease in cash compensation from his previous employment. Early in Mr. Komasinski’s
time as CEO, a precipitous decline in the Company’s share price (from a peak of $45.50 on February 7,
2025 the week before he started, dropping to $38.81 by the end of February 2025, and to $23.83 by the
end of Q2 2025) caused a substantial portion of his new hire package to lose value in a very short period
of time. If Mr. Komasinski had joined just a few months later, the situation would have been very different.
The Board of Directors, following extensive consideration and analysis, determined that, due to
changes in market, including a general decline in the AdTech sector, and Company conditions, such as
the decrease in scope with two specific Retail Media clients, as communicated soon after Mr. Komasinski
joined in Q1 2025, all unrelated to his performance as CEO and occurring well before his actions could
have any impact, the incentive value of the New Hire Awards had fallen substantially below the level
originally intended to ensure a market competitive total direct compensation opportunity for a newly hired
CEO assuming the role and responsibilities of a global corporation, and accordingly no longer served our
motivational and retention objectives, presenting the Board of Directors with significant enterprise risk.
The Board of Directors therefore decided on December 19, 2025 to take two highly exceptional,
one-time measures to address these concerns while maintaining reasonable market alignment and
appropriate focus on go-forward, longer term business priorities, effective alignment of his target total
direct compensation and our business performance and satisfy our retention objectives:
•Grant a one-time award valued at $2,500,000 in time-vesting RSUs to cover a portion of the loss
in value of Mr. Komasinski’s target new hire award, with 3 year vesting. Note that with this
addition, the majority of the grant date value of all of Mr. Komasinski’s equity awards in 2025 will
still be tied to performance (see pay mix graphic in section below) to maintain strong pay-for-
performance alignment; and
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•Strengthen focus on future company financial performance by converting his 2025 relative TSR-
based PSUs to financial PSUs with half based on 2026 plan metrics, and half on 2027 plan
metrics, preserving the same original total vesting schedule. These metrics for 2026 are focused
on top-line growth, as a strategic priority for the Company.
In order to maintain consistency with shareholders’ experience, these cumulative changes were
intended to restore Mr. Komasinski’s compensation to an adequate level, but not to compensate the full
loss in value at the current share price.
Note that the Board of Directors is committed to maintaining a strong link between CEO and
executive compensation and total shareholder return performance, and that the CEO’s equity grant for
2026 will again include a significant relative TSR component.
Executive Pay Mix
The charts below show the target total pay mix for each of Mr. Komasinski, our Chief Executive
Officer, Ms. Clarken, our former Chief Executive Officer, Ms. Glickman, our Chief Financial Officer, Mr.
Damon, our Chief Legal and Transformation Officer and Mr. Gleason, our former Chief Revenue Officer
and President, Retail Media. The long-term compensation presented below is based on grant date fair
values, and there is no assurance that these amounts will reflect their actual economic value or that such
amounts will ever be realized.
The charts illustrate the overall predominance of performance-based compensation and variable
(as opposed to fixed) long-term incentive compensation through performance-based annual incentives
and equity awards in our executive compensation program. We believe that this weighting of components
allows us to reward our executives for achieving or exceeding our financial, operational and strategic
performance goals, and align our executives’ long-term interests with those of our shareholders.
Chief Executive Officer Michael Komasinski’s sign-on equity grant consisted of 70% PSUs. The above
pay mix chart, however, also includes the one-time, additional RSUs granted to Mr. Komasinski in
December 2025 (for more information, please see “Compensation Discussion and Analysis—New
Hire Package and Year One Compensation for New CEO”) which decreased the overall percentage of
PSUs reflected in the above chart but maintained a majority of the equity grant value tied to
performance.
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The retirement of former Chief Executive Officer, Megan Clarken, was announced and the terms of
her separation as reflected in her Transition Agreement (for more information, please see
“Compensation Discussion and Analysis - Executive Employment Agreements”), were determined
before the 2025 equity grant cycle. Accordingly, Ms. Clarken only received cash compensation and
benefits during fiscal year 2025.
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For more information on the pay mix for our named executive officers, please see “Compensation
Tables—Summary Compensation Table.”
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Compensation Philosophy and Objectives
Pay for Performance
Our philosophy in setting compensation policies for our executive officers has four fundamental
objectives:
ü to attract and retain a highly skilled team of executives in competitive markets;
ü to reward our executives for achieving or exceeding our financial, operational and strategic
performance goals;
ü to align our executives’ long-term interests with those of our shareholders; and
ü to provide compensation packages that are both competitive and reasonable relative to our
peers and the broader competitive market.
The compensation committee and the Board of Directors believe that executive compensation
should be directly linked both to annual achievements in corporate performance and to accomplishments
that are expected to increase shareholder value over time. Historically, the Board of Directors has
compensated our executive officers through three direct compensation components: base salary, an
annual incentive bonus opportunity and long-term equity-based incentive compensation. The
compensation committee and the Board of Directors believe that cash compensation in the form of base
salary and an annual incentive bonus opportunity provides our executive officers with short-term rewards
for success in operations, and that long-term incentive compensation in the form of equity awards
increases retention and aligns the objectives of our executive officers with those of our shareholders with
respect to long-term performance. Since 2021, long-term equity compensation for our executive officers
has consisted of RSU and PSU awards, though a stock option plan remains available for future equity
award consideration. For more information, please see “—Long-Term Incentives.”
Participants in the Compensation Process
Role of the Compensation Committee and the Board of Directors
In accordance with French law, committees of our Board of Directors have an advisory role for
matters falling into the competence of the Board of Directors under French law and can only make
recommendations to our Board of Directors in this respect. As a result, while our compensation committee
is primarily responsible for our executive compensation program, including establishing our executive
compensation philosophy and practices, as well as determining specific compensation arrangements for
the named executive officers, final approval by our Board of Directors is required on such matters. The
Board of Directors’ decisions and actions regarding executive compensation referred to throughout this
Compensation Discussion and Analysis are made following the compensation committee’s
comprehensive in-depth review, analysis and recommendation.
The Board of Directors approves the performance goals recommended by the compensation
committee under the Company’s annual and long-term incentive plans and the level of achievement by
our executive officers of these goals. While the compensation committee draws on a number of
resources, including, input from our Chief Executive Officer (other than with respect to the Chief Executive
Officer’s own compensation), and Compensia, the compensation committee’s independent compensation
consultant, to make decisions regarding our executive compensation program, the compensation
committee is responsible for making the ultimate recommendation to be approved by the Board of
Directors. The compensation committee relies upon the judgment of its members in making
recommendations to the Board of Directors after considering several factors, including recommendations
of the chairperson of the Board of Directors and the Chief Executive Officer with respect to the
compensation of executive officers (other than with respect to the Chief Executive Officer’s own
compensation), Company and individual performance, perceived criticality, retention objectives, internal
fairness, current compensation opportunities as compared to similarly situated executives at peer
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companies (based on a review of competitive market analyses prepared by Compensia) and other factors
as it may deem relevant.
Role of Compensation Consultant
The compensation committee retains the services of Compensia as its independent
compensation consultant. The mandate of the compensation consultant includes assisting the
compensation committee in its review of executive and director compensation practices, including
analysis of competitive market data and practices and the competitiveness of our executive officer pay
levels, design of the Company’s annual and long-term incentive compensation plans, and executive
compensation design. The compensation committee is responsible for oversight of the work of
Compensia and annually evaluates the performance of Compensia. The compensation committee has
discretion to engage and terminate the services provided by Compensia.
At its meeting in October 2025, the compensation committee assessed the independence of
Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would
prevent Compensia from serving as an independent consultant to the compensation committee.
Role of Chief Executive Officer
In 2025, Mr. Komasinski, who has served as our Chief Executive Officer since February 15, 2025,
attended compensation committee meetings and worked with the chair of the compensation committee
and Compensia to develop compensation recommendations for the executive officers (excluding Mr.
Komasinski), based upon individual experience and breadth of knowledge, individual performance during
the year and other relevant factors listed above. The compensation committee works directly with
Compensia to recommend to the Board of Directors compensation actions for individuals holding the
position of Chief Executive Officer. In accordance with Nasdaq rules, the charter of the compensation
committee provides that individuals holding the position of Chief Executive Officer are not present during
deliberations or voting concerning their own compensation.
Use of Competitive Market Data
The compensation committee draws on a number of resources to assist in the evaluation of the
various components of the Company’s executive compensation program, including an evaluation of the
compensation practices at peer companies. The compensation committee uses an analysis of market
data drawn from this evaluation to ensure that our compensation practices are competitive in the
marketplace and to assess the reasonableness of compensation.
Our peer companies in 2025 were recommended to the compensation committee by Compensia,
then selected by the compensation committee and subsequently approved by the Board of Directors.
Each year, the compensation committee reviews and updates our peer group, as appropriate, with the
assistance of Compensia. The companies comprising the peer group for 2025 were selected on the basis
of their comparability to Criteo in terms of industry (with a focus on public internet software and services
companies focused on advertising/media-related business in the United States, geographic location,
market capitalization, financial attributes (including revenue, revenue growth, comparable gross profit and
operating/net income), number of employees and other relevant factors.
Based on this evaluation, the compensation committee selected the companies in the following
table for the 2025 peer group, which were subsequently approved by the Board of Directors. The peer
companies generally had revenues up to two times the Company’s revenue, and market capitalization
between a quarter to four times the Company’s market capitalization.
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Blackbaud | Etsy | Thryv Holdings |
Box | Integral Ad Science Holding | Tripadvisor |
CarGurus | LiveRamp Holdings | Verint Systems |
Cars.com | Magnite | Yelp |
Commvault Systems | MicroStrategy | Zeta Global Holdings |
Digital Turbine | QuinStreet | Ziff Davis |
DoubleVerify Holdings | Stagwell | ZoomInfo Technologies |
Changes to the U.S. peer group from 2024 to 2025 include the addition of Stagwell, Etsy and
ZoomInfo Technologies and the removal of Nutanix. These changes result in a peer group that the
compensation committee believed was more closely aligned with Criteo’s financial and value criteria.
Please note that the Company no longer updates a separate European peer group as of 2025 given that
European peers were becoming less relevant with all Company executive officers based in the U.S., and
were therefore no longer being used for benchmarking.
In addition to reviewing an analysis of market data drawn from its approved peer group, the
compensation committee also reviews competitive compensation data from broader Radford Global
Compensation survey cuts and proprietary Compensia databases. To assist the Company in making its
executive compensation decisions for 2025, Compensia evaluated competitive market practices,
considering base salary, target annual incentives as a percentage of base salary, annual incentive plan
structures, target total cash compensation, target annual long-term incentive grant date fair values, equity
award mixes and structures, and target total direct compensation.
In general, our Board of Directors seeks to set our executives’ target total cash compensation
(base salary plus target annual incentive bonus) and long-term incentive compensation at levels that are
competitive with our peers (based on its review of the compensation data for executives with similar roles
at the companies in the approved peer group) and, in the case of long-term incentive compensation, at a
level competitive with our peers and significant enough to ensure strong alignment of our executive
officers’ interests with those of our shareholders.
However, the compensation committee does not formally “benchmark” our executive officers’
compensation to a specific percentile of our peer group. Instead, it considers competitive market data as
one factor among many in its deliberations. The compensation committee exercises independent
judgment in determining appropriate levels and types of compensation to be paid based on its
assessment of several factors, including recommendations of the Chief Executive Officer with respect to
the compensation of executive officers (other than their own compensation), Company and individual
performance, perceived criticality, retention objectives, internal fairness, current compensation
opportunities as compared with similarly situated executives at peer companies (based on review of
competitive market analyses prepared by Compensia) and other factors as it may deem relevant.
Prior Year Say-On-Pay Results
At the 2022 Annual General Meeting, our shareholders expressed a preference for holding
advisory votes to approve the compensation of the named executive officers on an annual basis. In light
of this vote, the Company’s Board of Directors determined that the Company will continue to hold an
advisory vote to approve named executive officer compensation on an annual basis until the next required
say-on-frequency vote, which will be held at the 2028 Annual General Meeting.
Our executive compensation program received the support of our shareholders and was
approved, on a non-binding advisory basis, by approximately 97.98% of the votes cast at the 2025 Annual
General Meeting. We greatly value feedback from our shareholders on our executive compensation
program and corporate governance policies and welcome input, as it impacts our decision-making. As a
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result of our engagement with our shareholders, detailed below, our compensation committee made a
number of changes to the structure of the long-term incentive compensation program for our executive
officers, commencing in 2024. We believe that ongoing engagement builds mutual trust with our
shareholders, and we will continue to monitor feedback from our shareholders and will continue to solicit
shareholder views on our executive compensation program in the future, as appropriate.
In 2025, our management team continued to frequently engage with the investment community,
hosting and participating in 182 investor events, including during roadshows and conferences as well as
phone calls and meetings with approximately 193 firms. Shareholders we spoke to jointly represented
about 81% of floating shares as of December 31, 2025. In 2025, we engaged with shareholders to
discuss corporate governance, board composition, executive compensation, business strategy, capital
allocation and other governance-related topics. In such engagements, investors’ feedback and
suggestions on our executive compensation program were regularly heard and taken into consideration.
Based on future engagement with our shareholders, our compensation committee and Board of Directors
will continue to consider potential shareholders’ feedback and take them into account in future
determinations concerning our executive compensation program.
Elements of Executive Compensation Program
In 2025, as in prior years, our executive compensation program consisted of three principal elements:
•Base salary
•Annual incentive
•Long-term incentives
Base Salary
Base salary is the principal fixed element of an executive officer’s annual cash compensation
during employment. The level of base salary reflects the executive officer’s skills and experience and is
intended to be on par with other job opportunities available to such executive officer. Given the industry in
which we operate and our compensation philosophy and objectives, we believe it is important to set base
salaries at a level that is both market competitive in order to retain our current executives and reasonable,
and to hire new executives when and as required. However, our review of competitive market data is only
one factor in formulating recommendations for base salary levels. In addition, the compensation
committee also considers the following factors:
•individual performance of the executive officer, as well as overall performance of the Company,
during the prior year;
•level of responsibility, including breadth, scope and complexity of the position;
•years and level of experience and expertise and location of the executive officer;
•internal review of the executive officer’s compensation relative to other executives to contemplate
internal fairness considerations; and
•in the case of executive officers other than the Chief Executive Officer, the recommendations of
the Chief Executive Officer.
Base salaries for our executive officers are determined on an individual basis at the time of hire.
Adjustments to base salary are considered annually based on the factors described above.
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2024 — 2025 Base Salaries
The base salaries of the named executive officers for 2024 and 2025 and related explanatory
notes are set forth below:
Name | Position | 2025 Base Salary (USD) | 2024 Base Salary (USD) | Explanatory Notes | ||||
Michael Komasinski | Chief Executive Officer | $750,000 | Not Applicable | The amount shown with respect to 2025 reflects the full annual target base salary Mr. Komasinski was eligible to receive. The prorated amount corresponding to his start date in February 2025 was $657,534. Mr. Komasinski’s remuneration is solely for his role as Chief Executive Officer of Criteo Corp. | ||||
Megan Clarken | Former Chief Executive Officer | $725,000 | $711,325 | The amount shown with respect to 2025 reflects the full annual target base salary Ms. Clarken was eligible to receive. The prorated amount corresponding to her date of retirement as Chief Executive Officer in February 2025 was $146,986. | ||||
Sarah Glickman | Chief Financial Officer | $529,000 | $516,817 | The amount shown with respect to 2024 reflects the compensation Ms. Glickman received due to proration of the effective date in April 2024 based on an annual base salary of $529,000. | ||||
Ryan Damon | Chief Legal and Transformation Officer | $490,000 | $482,541 | The amount shown with respect to 2024 reflects the compensation Mr. Damon received due to proration of the effective date in April 2024 based on an annual base salary of $490,000. | ||||
Brian Gleason | Former Chief Revenue Officer and President, Retail Media | $575,000 | $550,137 | The amount shown with respect to 2025 reflects the full annual target base salary Mr. Gleason was eligible to receive. The prorated amount corresponding to his date of resignation in July 2025 was $330,822. The amount shown with respect to 2024 reflects the compensation Mr. Gleason received due to proration of the effective date July 2024, based on an annual base salary of $575,000. | ||||
Annual Incentive Bonus
The Company provides our executive officers with the opportunity to earn annual cash bonus
awards pursuant to the Executive Bonus Plan (“EBP”), which are specifically designed to motivate our
executive officers to achieve pre-established Company-wide goals set by the Board of Directors and, to a
lesser degree, reward them for individual results and achievements in a given year.
The EBP is intended to provide structure and predictability regarding the determination of
performance-based cash bonuses. Specifically, the EBP seeks to:
(i)help attract and retain a high quality executive management team;
4 Contribution ex-TAC is a non-GAAP financial measure of profitability akin to gross profit. It is calculated by deducting traffic
acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue.
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(ii)increase management focus on challenging yet realistic goals intended to create value for
shareholders;
(iii)encourage management to work as a team to achieve the Company’s goals; and
(iv)provide incentives for participants to achieve results that exceed Company goals.
Pursuant to the EBP, the annual cash bonus opportunities for our executive officers are approved
on an annual basis by the Board of Directors. The Company goals, their relative weighting, and the
relative weighting for each of the individual performance goals of the executive officers, if applicable, are
also established by the Board of Directors at the beginning of the year, upon recommendation of the
compensation committee, shortly after the Board of Directors has approved our annual operating plan.
Under the EBP, the Board of Directors has the discretion to determine the extent to which a bonus
award will be adjusted based on an executive officer’s individual performance or such other factors as it
may, in its discretion, deem relevant. An executive officer’s bonus award may be adjusted downward to
zero by the Board of Directors based on a review of factors including individual performance. The Board
of Directors is not required to set individual qualitative performance goals for a given year.
2025 Annual Bonus Performance Goals
The performance measures and related target levels for the 2025 EBP, which reflected
performance requirements set at the start of the year in the Company’s annual operating plan, were
developed by the compensation committee and approved by the Board of Directors at meetings held in
February 2025. In the first quarter of 2025, the Board of Directors, on the recommendation of the
compensation committee, set two shared quantitative goals applicable to all of the named executive
officers (weighted 80%, collectively) and individual qualitative goals for each of our named executive
officers (weighted 20%). All of our named executive officers participated in the 2025 EBP.
Quantitative Goals
The quantitative measures selected for the 2025 EBP were the 2025 achievement of financial
targets in (i) Contribution ex-TAC,4 measured at constant currency and (ii) Adjusted EBITDA, measured at
constant currency at 2025 plan rates. These measures were approved by the Board of Directors because
Contribution ex-TAC and Adjusted EBITDA are the key measures it uses to monitor the Company’s
financial performance. In particular, our strategy focuses on maximizing the growth of our Contribution ex-
TAC on an absolute basis over maximizing our near-term gross margin, as we believe this focus builds
sustainable long-term value for our business by fortifying a number of our competitive strengths, including
access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI
Engine’s performance, allowing it to deliver more relevant advertisements at scale. In 2025 (as in the
previous three years), the Contribution ex-TAC measure and Adjusted EBITDA measure were given equal
weight of 40% and 40%, respectively (collectively 80% for the 2025 quantitative goals). In setting the
payout scale for both the Contribution ex-TAC portion and the Adjusted EBITDA portion of the quantitative
goals, payout levels were set to be challenging, yet achievable, taking the business context into
consideration. Finally, when determining quantitative performance, the Company's reported Contribution
ex-TAC for 2025 was to be adjusted for EBP purposes by using the same exchange rate as was used to
establish the Contribution ex-TAC targets in February 2025.
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The payout scale on the Contribution ex-TAC portion of the 2025 quantitative goals approved in
early 2025 was as follows, with Contribution ex-TAC growth measured, in each case, on a constant-
currency basis:
•If 2025 Contribution ex-TAC was below $1,117 million, the payout on the Contribution ex-
TAC portion of the quantitative goals would have been zero;
•If 2025 Contribution ex-TAC growth was between $1,117 million and the $1,201 million
target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between
50% and 100% of target;
•If 2025 Contribution ex-TAC growth was between the $1,201 million target and the $1,321
million stretch target, the payout on the Contribution ex-TAC portion of the quantitative goals
would be between 100% and 150% of target;
•If 2025 Contribution ex-TAC growth was between the $1,321 million stretch target and the
$1,381 million maximum target, the payout on the Contribution ex-TAC portion of the quantitative
goals would be between 150% and 200% of target; and
•If 2025 Contribution ex-TAC growth was $1,381 million or greater, our executives could
achieve the maximum payout on the Contribution ex-TAC portion of the quantitative goals, which
was 200%.
Viewed in terms of required year-over-year growth, the Contribution ex-TAC portion of the 2025
quantitative goals would be based on 7.2% growth for a target level payout and 23.3% growth for a
maximum level payout.
2024 Contribution ex-TAC* ($ millions) | 2025 Contribution ex-TAC Targets* | |||||||
Threshold | Target | Stretch | Max | |||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |
1,120 | 1,117 | (0.3)% | 1,201 | 7.2% | 1,321 | 18.0% | 1,381 | 23.3% |
*Presented in constant currency at 2025 plan rates. 2024 reported Contribution ex-TAC was $1,121.5 million.
The payout scale on the Adjusted EBITDA portion of the 2025 quantitative goals approved in
early 2025 was as follows, in each case calculated on an absolute basis and excluding currency impacts:
•If 2025 Adjusted EBITDA was less than $333 million, the payout on the Adjusted EBITDA
portion of the quantitative goals would have been zero;
•If 2025 Adjusted EBITDA was between $333 million and the $392 million target, the
payout on the Adjusted EBITDA portion of the quantitative goals would be between 50% and
100% of target;
•If 2025 Adjusted EBITDA was between the $392 million target and the $461 million
stretch target, the payout on the Adjusted EBITDA portion of the quantitative goals would be
between 100% and 150% of target;
•If 2025 Adjusted EBITDA was between the $461 million stretch target and the $490
million maximum target, the payout on the Adjusted EBITDA portion of the quantitative goals
would be between 150% and 200% of target; and
•If 2025 Adjusted EBITDA was $490 million or greater, our executives could achieve the
maximum payout on the Adjusted EBITDA portion of the quantitative goals, which was 200%.
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2024 Adjusted EBITDA* ($ millions) | 2025 Adjusted EBITDA Targets | |||||||
Threshold | Target | Stretch | Max | |||||
Amount ($ millions) | Amount ($ millions) | Amount ($ millions) | Amount ($ millions) | |||||
390 | 333 | 392 | 461 | 490 | ||||
*Presented in constant currency at 2025 plan rates. 2024 reported Adjusted EBITDA was $390.1 million.
The quantitative goals determined in early 2025 and the achievement levels for such goals were
designed to ensure proper alignment between the 2025 EBP and the internal 2025 financial plan
supporting the guidance that we published at the beginning of 2025.
The chart below sets forth the 2025 quantitative goal performance levels and the achievement
levels for such goals, as well as actual Company performance for 2025 against which executive
performance was measured.
Payout Scale | ||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Achievement as Percent of Target | Payout of Bonus Opportunity | ||||||||||
2025 Contribution ex-TAC* | 40% | $1,117 million | $1,201 million | $1,321 million | ≥$1,381 million | $1,160 million | 96.6% | 76% | ||||||||||
2025 Adjusted EBITDA* | 40% | $333 million | $392 million | $461 million | ≥$490 million | $412 million | 105.1% | 115% | ||||||||||
*Calculated on a constant currency basis and using the same exchange rate as was used to set the target performance
levels in February 2025. The Company's as reported constant currency Contribution ex-TAC was $1,160.7 million.
As shown above, year-over-year Contribution ex-TAC growth was 4% at constant currency, which
resulted in a 96.6% payout for the Contribution ex-TAC portion of the quantitative goals, and Adjusted
EBITDA was $412 million, which resulted in a payout of 105.1% on the Adjusted EBITDA portion of the
quantitative goals, averaging 100.9% for the financial metric performance. This resulted in a total of 96%
of the target bonus amounts to the 2025 EBP participants with 100% achievement of the qualitative goals
discussed below.
Qualitative Goals
Pursuant to the EBP, the Board of Directors approved individual qualitative goals for each of the
2025 EBP participants that were aligned to strategic performance objectives for those individuals. The
qualitative goals were weighted 20% of the target bonus opportunity, and this component was evaluated
at the discretion of the Board of Directors. The qualitative goals for 2025 were selected for Mr.
Komasinski, Ms. Glickman, and Mr. Damon in the first half of 2025 by the compensation committee with
the intent to be rigorous and difficult to achieve. The qualitative goals for 2025 included: (i) for Mr.
Komasinski, to refine and begin to deliver on a compelling three year strategy (including capital allocation
strategy), deliver on 2025 financial commitments, increase Criteo customer satisfaction and brand value,
inspire, develop and retain talent towards long term success and effective organizational leadership; (ii)
for Ms. Glickman, to deliver against our numbers, enable Criteo’s strategy and execution, strengthen our
finance processes, share a compelling and measurable equity story and team leadership; and (iii) for Mr.
Damon, to execute on various initiatives in legal and corporate affairs, prioritize key transformation
initiatives, deliver against our numbers for AdTech services and team leadership.
The compensation committee determined that the 2025 EBP participants generally exceeded the
achievement of their respective qualitative objectives. The EBP, with Board of Directors approval, allows
for over-achievement of qualitative objectives, provided that the total bonus cap of 200% of target is not
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exceeded, so individual payout results may vary based on individual performance outcomes. For the
qualitative portion of the 2025 EBP (weighted 20% of the total EBP), the compensation committee
recommended, and the Board of Directors approved, a 100% payout with respect to Mr. Komasinski, a
100% payout with respect to Ms. Clarken (as provided for in her Transition Agreement), a 125% payout
with respect to Ms. Glickman, and a 125% payout with respect to Mr. Damon. No individual performance
was assessed and no annual bonus payable with respect to Mr. Gleason, as he left the Company
effective July 29, 2025.
2025 Annual Cash Bonus Payouts
The Board of Directors approved annual incentive bonus awards for each of the named
executive officers as follows:
Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement (80%) | Qualitative Goals Achievement (20%) | Funding Multiplier as % of Target | Actual Payout Amount | ||||||
Michael Komasinski | 100% | $687,500 | 95% | 100% | 96% | $660,000 | ||||||
Megan Clarken | 100% | $146,986 | 95% | 100%(1) | 96% | $141,107 | ||||||
Sarah Glickman | 85%(2) | $436,606 | 95% | 125% | 101% | $440,972 | ||||||
Ryan Damon | 70% | $343,000 | 95% | 125% | 101% | $346,430 | ||||||
Brian Gleason | 100% | $330,822 | 95% | —% | —% | 0(3) | ||||||
(1) The individual performance for Ms. Clarken was agreed to in the Transition Agreement dated August 26, 2024 between the Company and Megan Clarken. | ||||||||||||
(2) Ms. Glickman’s target bonus as a percentage of base salary was increased from 75% to 85% in 2025 to maintain market competitiveness. | ||||||||||||
(3) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025. | ||||||||||||
Long-Term Incentives
Long-term incentives (“LTIs”) in the form of equity awards represent an important tool for the
Company to attract industry leaders of the highest caliber in the technology industry and to retain them for
the long term. The majority of the total target direct compensation opportunity for our named executive
officers is provided in the form of long-term equity awards. We use equity awards to align our executive
officers’ financial interests with those of our shareholders by motivating them to drive the achievement of
both near-term and long-term corporate objectives.
We use a mix of RSUs and PSUs to provide LTIs to our executive officers pursuant to the
Company's 2015 Time-Based Restricted Stock Unit Plan and 2015 Performance-Based RSU Plan. The
combination of Time-Based Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock
Units (“PSUs”) provide an appropriate balance between addressing retention objectives and driving
corporate performance, and is also consistent with the practice in a strong majority of our peer
companies. The Board of Directors generally grants our executive officers equity awards each year as
part of our annual review of our executive compensation program. The eligibility for, size of, and mix of
any additional equity awards to each of our executive officers are determined after taking into account the
following factors:
•the individual performance assessment of each executive officer, the results and contributions
delivered during the year, as well as his or her anticipated potential future impact;
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•the competitive positioning of the target value of each equity award when compared to the equity
values delivered to executives in comparable roles at the companies in our peer group and the
broader market for our industry sector;
•the mix of RSUs and PSUs needed to stay at the forefront of our peer and broader market
practices, as well as key investor and investor advisor guidelines;
•the size and vesting schedule of existing equity awards in order to maximize the long-term
retentive power of additional awards;
•the size of each executive officer’s total cash compensation opportunity;
•the Company’s overall performance relative to corporate objectives; and
•the Company’s projected overall equity pool for the year and impact on available share reserves.
2025 Annual Equity Awards
After considering the factors set forth above, the Board of Directors, upon recommendation of the
compensation committee, determined that the 2025 LTI compensation to be granted to Mr. Komasinski,
Ms. Glickman, Mr. Damon and Mr. Gleason should be (i) 30% RSUs and 70% PSUs (35% financial PSUs
and 35% TSR-based PSUs) for Mr. Komasinski; and (ii) 40% RSUs and 60% PSUs (30% financial PSUs
and 30% TSR-based PSUs) for Ms. Glickman and Mr. Damon. Ms. Clarken was not considered for an
equity award in view of her retirement on February 15, 2025 and Mr. Gleason’s equity award was forfeited
in connection with his resignation as Chief Revenue Officer and President, Retail Media, effective July 29,
2025.
The table below sets forth the equity awards granted by the Board of Directors to our named
executive officers in 2025:
Name | Shares Issuable Upon Vesting of PSUs Granted in 2025 (At Target)(1) | Shares Issuable Upon Vesting of RSUs Granted in 2025 | Total Value of Equity Awards in 2025 (in thousands)(2) |
Michael Komasinski | 120,482 | 176,635(3) | $9,591 |
Megan Clarken | 0 | 0 | $0 |
Sarah Glickman | 48,685 | 32,456 | $3,300 |
Ryan Damon | 36,882 | 24,588 | $2,500 |
Brian Gleason(4) | 91,960 | 28,522 | $4,900 |
(1) The number of PSUs set forth in this column show the PSU awards at target (100%). The number of PSU awards that may be earned by our named executive officers assuming the maximum possible achievement of 200% of target (which would represent 240,964 PSUs for Mr. Komasinski, 97,370 PSUs for Ms. Glickman, 73,764 PSUs for Mr. Damon and 183,920 PSUs for Mr. Gleason), with 50% of the amount granted in the form of financial PSUs and 50% granted in the form of TSR- based PSUs. As set forth in the section below, 71% of the target of Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 financial PSU awards were earned based on the respective level of performance achieved. | |||
(2) Under our Board of Directors approved equity award grant policy, the number of shares subject to each equity award is based on the target value of the award divided by the average of the 45-trading-day closing price calculated on the date of determination. For this purpose, the “date of determination” is the date five (5) trading days prior to the date on which the Board of Directors grants the equity award, provided that the fair market value of our shares is not more or less than 10% of the closing market price of our shares on the date of determination. The values disclosed in this table may differ from the grant date fair value of the 2025 stock awards as reported in the Summary Compensation Table, which is computed in accordance with the FASB ASC Topic 718. | |||
(3) The number of RSUs consists of 125,000 RSUs awarded to Mr. Komasinski in a supplemental grant of RSUs approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action, and 51,635 RSUs awarded to Mr. Komasinski in his initial grant in February 2025. | |||
(4) As Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025, these PSUs and RSUs were forfeited in connection with his resignation. | |||
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2025 PSU Awards
Our Ordinary Shares subject to the PSUs granted to the named executive officers are to be
earned contingent upon the attainment of performance goals set by the Board of Directors, with the
earned shares (if any) subject to an additional time-based vesting requirement. In the first quarter of 2025,
Mr. Komasinski (including both his New Hire Awards and 2025 PSU award), Ms. Glickman, Mr. Damon
and Mr. Gleason were granted, assuming achievement of the goals at the target level (100%), 120,482,
48,685, 36,882 and 91,960 PSUs, respectively. 50% of each named executive officer's PSUs were
granted in the form of financial PSUs (the “Financial PSUs”) and the other 50% were granted in the form
of TSR-based PSUs (the “TSR-Based PSUs”), provided that, as described above, Mr. Komasinski’s TSR-
based PSUs were converted to Financial PSUs in December 2025 (see “Compensation Discussion and
Analysis—New Hire Package and Year One Compensation for New CEO”). The Board of Directors set a
combination of 2025 Retail Media Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA as the
goal for the Financial PSUs and relative total shareholder return versus the Nasdaq Composite Index as
the goal for the TSR-Based PSUs, provided that with respect to Mr. Komasinski’s TSR-based PSUs that
were modified in December 2025, the financial targets will be based on the 2026 and 2027 financial plan.
Financial PSUs have a one-year performance measurement period and vest over three years.
Because French law prohibits vesting of restricted stock before the second anniversary of the grant date,
two-thirds of the earned PSUs will vest on the second anniversary of the grant date; the remaining one-
third will vest on the third anniversary of the grant date.
TSR-based PSUs are subject to an extended performance measurement period, such that 50%
will vest based on the Company's TSR performance relative to that of the Nasdaq Composite Index
through the second anniversary of the grant date, and the remaining 50% will vest based on the
Company's TSR performance relative to that of the Nasdaq Composite Index through the third
anniversary of the grant date.
Following a review of prevailing market practice with the advice of Compensia, our Board of
Directors granted these awards with a maximum payout opportunity tied to maximum defined
performance levels at 200% of target to create a long-term incentive opportunity to incentivize and reward
over-performance. Any excess (unearned) portion of the grant will be recaptured (and returned to the
equity pool), which for the financial PSUs, will occur in the year following the grant date, well in advance
of the financial PSUs’ vesting date. Below we have described the application of the 2025 financial goals
that apply to Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 PSU grants.
Financial PSUs
Given its critical importance to our shareholders, and the impact on future growth, the
compensation committee and Board of Directors determined it was appropriate to maintain Retail Media
Contribution ex-TAC as the primary performance metric for the Financial PSUs in 2025, weighted at 60%,
but then balanced with the broader financial metrics of Adjusted EBITDA and Contribution ex-TAC, each
with a 20% weighting. Furthermore, our compensation committee and Board of Directors determined that
it was appropriate to maintain a one-year performance period for the Financial PSUs for 2025, while
maintaining a longer, multi-year performance period for the TSR-Based PSUs.
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The following table sets forth the 2025 achievement and related payout levels for the Retail
Media Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA metrics for the Financial
PSUs, as well as the actual Company performance for 2025.
Payout Scale | ||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Bonus Factor Achievement | Plan Payout (Percent of Target) | ||||||||||
2025 Retail Media Contribution ex-TAC(1) | 60% | $252 million(2) | $308 million | $331 million | $354 million | $257 million | 54% | 83.4% | ||||||||||
2025 Contribution ex-TAC(1) | 20% | $1,117 million | $1,201 million | $1,321 million | $1,381 million | $1,160 million* | 76% | 96.6% | ||||||||||
2025 Adjusted EBITDA(1) | 20% | $333 million | $392 million | $461 million | $490 million | $412 million | 115% | 105.1% | ||||||||||
(1) Calculated on a constant currency basis and using the same exchange rate as was used to set the targets in February 2025. | ||||||||||||||||||
(2) Reflects a reduction of the Retail Media Contribution ex-TAC threshold target achievement level from $277 million to $252 million, as approved by the Board of Directors in December 2025. For more information on this revision, please see the discussion below. | ||||||||||||||||||
Upon review of the projected achievement level of 2025 Financial PSUs, the Board of Directors
determined that the impact of the reduced scope for two specific Retail Media clients, as disclosed on
May 2, 2025, would have disproportionate impact on the overall result of our Retail Media Contribution ex-
TAC metric, which represented 60% of the total plan. The Board of Directors therefore decided in
December 2025 to reduce the minimum threshold achievement level for this particular performance
condition from $277 million to $252 million, representing flat year-on-year growth, in order to allow for
potential limited payout on this component if positive growth were still achieved, while keeping the original
target for Retail Media Contribution ex-TAC and related achievement levels unchanged. The Board of
Directors determined that this would still allow for a partial payout with respect to this metric, which would
still be well below target achievement level, and believed that this would result in a more balanced
representation of the Company’s overall financial performance.
Actual Retail Media Contribution ex-TAC for 2025 was $257 million, actual Contribution ex-TAC
for 2025 was $1,160 million, and actual Adjusted EBITDA for 2025 was $412 million, each as calculated
on a constant currency basis using the same exchange rate as was used to set the targets, resulting in a
71% of target payout with respect to the Financial PSUs.
Named Executive Officer | Title | 2025 Financial PSU Target | Payout |
Michael Komasinski | CEO | 60,241 | 42,771 |
Sarah Glickman | CFO | 24,343 | 17,284 |
Ryan Damon | CLTO | 18,441 | 13,093 |
Our compensation committee and Board of Directors believe that a time-based vesting
requirement for any earned PSUs is important to satisfy our retention objectives and longer-term
alignment with our shareholders’ interests. The Financial PSUs earned with respect to 2025 are subject to
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an overall three-year vesting schedule, which vesting is subject to the named executive officer’s
continued employment with the Company as of the applicable vesting date.
TSR-Based PSUs
With regard to the TSR-based PSUs, the compensation committee and the Board of Directors
believe that the use of a TSR metric promotes longer-term alignment with shareholders and a relative
metric establishes a direct link between the compensation of our named executive officers and long-term
enterprise value creation as payouts under the PSUs are determined by the Company's long-term TSR
performance relative to that of the Nasdaq Composite Index. The compensation committee and the Board
of Directors, determined that the use of the Nasdaq Composite Index was an appropriate benchmark
given the broad-market nature of the index, its use among other software/media companies, its
administrative simplicity and its transparency.
In setting the performance goals for the 2025 TSR-based PSUs, after considering market best
practices, the Board of Directors determined that payouts under the TSR-based PSUs would range from
0% to 200% of the target PSUs, with relative TSR performance at the 55th percentile resulting in 100%
payout, and relative performance at the 80th percentile or better resulting in a 200% payout; provided,
however, that if the Company's absolute TSR is negative, then payout for the TSR-based PSUs cannot
exceed 100% regardless of the Company's relative percentile performance. In this way, the payouts under
the TSR-based PSUs are intended to be aligned with performance levels that are considered challenging.
To facilitate the transition to the use of multi-year performance measurement periods, the Board
of Directors determined that it was appropriate to measure relative TSR compared to the Nasdaq
Composite Index over a two-year performance period for 50% of the TSR-based PSUs and over a three-
year performance period for the other 50% of the PSUs, in each case with the PSUs subject to the
awards to be earned and vest through the second and third anniversaries, respectively of the awards’
grant date, which vesting is subject to the named executive officer’s continued employment with the
Company as of the applicable vesting date.
The following table sets forth the 2024 Total Shareholder Return goal for the 2024 TSR-Based
PSU awards.
Criteo’s TSR Percentile vs. Nasdaq Composite Index(1) | Potential Percentage of TSR-Based PSUs Earned(2)(3) | |
0 - 30th | 0% | |
55th | 100% (Target) | |
80th - 100th | 200% (Max) | |
(1) TSR is measured as the percentage change in the 30-trading-day average adjusted closing price of a share of Criteo and the Nasdaq Composite Index as measured on the first and last day of the applicable two-year and three-year performance periods beginning on March 1, 2024, the grant date of the TSR- based PSUs. (2) Achievement is linear for relative TSR between tranches and paid to one decimal point. (3) Earned PSUs are capped at target (100%) if the Company's absolute TSR is negative. | ||
As well as meeting the relative TSR performance goals, the executive officers must remain
employed through the second and third anniversaries of the TSR-based PSU grant date in order to vest in
the PSUs.
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The first 50% tranche of the TSR-based PSUs, with a performance period measured from March
1, 2024 to March 1, 2026, resulted in the Company’s TSR percentile at (38.34%) and therefore a payout
at 33%.
The second 50% tranche of the TSR-based PSUs granted to Ms. Glickman and Mr. Damon in
2024 will not vest (if earned) until March 2027.
Applicable Named Executive Officers | Title | 2024 TSR PSU Tranche 1 at Target | Payout |
Sarah Glickman | CFO | 14,894 | 4,915 |
Ryan Damon | CLTO | 12,622 | 4,165 |
2025 RSU Awards
Our 2025 RSU awards have a four-year vesting schedule. Because French law prohibits vesting
of restricted stock before the second anniversary of the grant date, 50% of the award vests on the second
anniversary of the date of grant, and the remainder vests in equal quarterly installments thereafter over
the subsequent two-year period, which vesting is subject to the named executive officer’s continued
employment with the Company as of the applicable vesting date.
Share Ownership and Equity Awards
As discussed above, long-term incentive compensation in the form of equity awards is an
important tool for the Company to attract industry leaders of the highest caliber in the global technology
industry and to retain them for the long term. The majority of our named executive officers’ target total
direct compensation opportunity is provided in the form of long-term equity awards. We use equity awards
to align our executive officers’ financial interests with those of our shareholders by motivating them to
assist with the achievement of both short-term and long-term corporate objectives.
As a result, each of our named executive officers accumulates substantial exposure to our stock
price, which, when coupled with time-based and performance-based vesting, we believe results in strong
alignment of our executives’ interests with those of our shareholders. Furthermore, our Insider Trading
Policy prohibits short sales, trading in derivative instruments and other inherently speculative transactions
in our equity securities by our employees and related persons.
Share Ownership Requirements
We maintain share ownership guidelines for our Section 16 executive officers. In October 2025,
the Board of Directors, upon the recommendation of the Compensation Committee, amended the share
ownership guidelines to more closely align with market practices. Under the amended guidelines (i) our
Chief Executive Officer is required to acquire and own securities in an amount equal to the lesser of (a)
200,000 shares or (b) five times the Chief Executive Officer’s annual base salary and (ii) all other Section
16 executive officers are required to acquire and own securities in an amount equal to the lesser of (a)
45,000 shares or (b) two times their annual base salary. For purposes of this requirement under the
amended guidelines, the after-tax value of all unvested RSUs and earned unvested PSUs is included and
“in-the-money” value of vested but unexercised stock options is not included. The Section 16 officers are
required to meet their applicable ownership requirements within five years of becoming subject to them. If
required share ownership is not satisfied within five years, the individual must retain 50% of any shares
resulting from vested RSUs or PSUs until the guidelines are met.
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We also maintain share ownership guidelines for our non-employee directors (including the
chairperson of our Board of Directors). For more details on the non-employee director share ownership
guidelines, see “Director Compensation—Non-Employee Director Share Ownership Guidelines.”
In addition to these share ownership guidelines, our Board of Directors require that one percent of
the shares resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by
our chairperson (if applicable), Chief Executive Officer and Deputy Chief Executive Officers (“directeurs
généraux délégués”), if any, be held by such persons until the termination of their respective offices. For
2025, (i) Ms. Picard was the chairperson of our Board of Directors until April 9, 2025, (ii) Mr. van der Kooi
was the chairperson of our Board of Directors as from April 9, 2025, (iii) Ms. Clarken was our Chief
Executive Officer until February 15, 2025 and (iv) Mr. Komasinski was our Chief Executive Officer as from
February 15, 2025.
The table below shows the total exposure that each of our named executive officers had to
Criteo’s stock as of March 31, 2026, including both vested and unvested equity awards. Ms. Clarken
retired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief
Revenue Officer and President, Retail Media, effective July 29, 2025, and they are therefore no longer
subject to the Company’s share ownership guidelines.
Name | Ordinary Shares and ADSs (1) | Securities underlying option awards (2) | Securities underlying RSU and PSU awards (3) | Total |
Michael Komasinski | — | — | 1,109,399 | 1,109,399 |
Sarah Glickman | 213,063 | — | 410,031 | 623,094 |
Ryan Damon | 3,850 | — | 316,294 | 320,144 |
Total for all named executive officers: | 2,052,637 | |||
(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | ||||
(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 more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2025, please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.” | ||||
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2025, please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.” For more information applicable to PSU awards, please see “— Long-Term Incentives.” | ||||
Other Compensation Information
Employee Benefit Programs
Each of our executive officers is eligible to participate in the employee benefit plans available to
our employees in the country in which they are employed, including medical, dental, group life and
disability insurance, in each case on the same basis as other employees in such country, subject to
applicable law. We also provide vacation and other paid holidays to all employees, including executive
officers, all of which we believe to be comparable to those provided at peer companies. These benefit
programs are designed to enable us to attract and retain our workforce in a competitive marketplace.
Health, welfare and vacation benefits ensure that we have a productive and focused workforce through
reliable and competitive health and other benefits.
Our retirement savings plan for U.S. employees is a tax-qualified 401(k) retirement savings plan
(the “401(k) Plan”), pursuant to which all employees, including any named executive officer employed by
our U.S. subsidiary (Criteo Corp.), are able to contribute certain amounts of their annual compensation,
subject to limits prescribed by the Internal Revenue Code. In 2025, we provided a 100% matching
contribution on employee contributions up to the first 3% of eligible compensation and a 50% matching
contribution for the next 2% of eligible compensation. Each of Mr. Komasinski, Ms. Glickman, and Mr.
Damon participate, and Ms. Clarken and Mr. Gleason participated until they departed the Company, on
the same basis as our other eligible employees.
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Perquisites and Other Personal Benefits
We provide limited perquisites to our named executive officers. For more information on the
perquisites and other personal benefits provided to our named executive officers, please refer to footnote
(7) to the 2025 Summary Compensation Table in “Executive Compensation – Compensation Tables”
included elsewhere in this proxy statement.
Timing of Compensation Actions
Compensation, including base salary adjustments, for our named executive officers is reviewed
annually, usually in the first quarter of the fiscal year, and upon promotion or other changes in job
responsibilities.
Equity Grant Policy
under the Criteo Amended 2016 Stock Option Plan and we have not granted stock options to our named
executive officers since December 2019. There are no current plans to grant stock options, stock
appreciation rights or other similar appreciation-based awards as incentive compensation. The timing of
our equity grants to the named executive officers is set without regard to anticipated earnings or other
Short Sale and Derivatives Trading Policy
As noted in more detail above under the caption “Insider Trading and Anti-Hedging/Pledging
Policies,” our Insider Trading Policy prohibits short sales, trading in derivative instruments and other
inherently speculative transactions in our equity securities by our employees and related persons.
Executive Compensation Recovery (“Clawback”) Policy
We maintain a “clawback” policy, adopted by our Board of Directors in October 2023, which
incorporates the requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing
standards. The clawback policy requires us to recoup erroneously awarded incentive-based
compensation from current and former executive officers (as such term is defined in Rule 10D-1, for
purposes of this section, a “Section 16 officer”) in the event that the Company is required to prepare an
accounting restatement due to material noncompliance with any financial reporting requirement under
securities laws. The clawback policy became effective with respect to incentive-based compensation
received by such Section 16 officers on or after October 2, 2023. A copy of the clawback policy is filed as
Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with
the SEC on February 26, 2026.
Risks Related to Compensation Policies and Practices
As part of the Board of Directors’ risk oversight role, our compensation committee at least
annually reviews and evaluates the risks associated with our compensation programs. The compensation
committee has reviewed our compensation practices as generally applicable to our employees and
believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of
risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. In
making this determination, the compensation committee considered the following:
•the Company’s use of different types of compensation vehicles to provide a balance of short-term
and long-term incentives with fixed and variable components;
•the granting of equity-based awards that are earned based on performance (in the case of
executive officers) and subject to time-based vesting, which aligns employee compensation with
Company performance, encouraging participants to generate long-term appreciation in equity
values;
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•the Company’s annual bonus determinations for each employee being tied to achievement of
Company goals, which goals seek to promote retention on behalf of the Company and to create
long-term value for our shareholders; and
•the Company’s system of internal control over financial reporting and code of business conduct
and ethics, which among other things, reduce the likelihood of manipulation of the Company’s
financial performance to enhance payments under any of its incentive plans.
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COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and
discussions, the compensation committee recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this proxy statement.
THE COMPENSATION COMMITTEE
Nathalie Balla (Chair)
Edmond Mesrobian
Ernst Teunissen
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COMPENSATION TABLES
Summary Compensation Table
The following Summary Compensation Table sets forth, for the three years ended December 31, 2025, 2024 and
2023, respectively, the compensation earned by (i) our principal executive officer, (ii), our former principal executive officer
who served during a portion of the fiscal year, (iii) our principal financial officer, (iv) our other executive officer, other than
the principal executive officer and the principal financial officer, who was serving as of the end of the fiscal year, and (v)
our former executive officer who served during a portion of the fiscal year. (collectively, our named executive officers).
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4)(5) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | ||||||||
Michael Komasinski | 2025 | 657,534 | 1,100,000 | 10,043,994 | — | 660,000 | 16,032 | 12,477,560 | ||||||||
Chief Executive Officer | ||||||||||||||||
Megan Clarken (8) | 2025 | 146,986 | — | — | — | 141,107 | 151,951 | 440,044 | ||||||||
Former Chief Executive Officer | 2024 | 711,325 | — | 8,818,593 | — | 1,001,546 | 124,206 | 10,655,670 | ||||||||
2023 | 665,000 | — | 7,729,000 | — | 768,819 | 50,844 | 9,213,663 | |||||||||
Sarah Glickman | 2025 | 529,000 | 3,593,941 | — | 440,972 | 16,322 | 4,580,235 | |||||||||
Chief Financial Officer | 2024 | 516,817 | 100,000 | 3,251,846 | — | 514,750 | 16,122 | 4,399,535 | ||||||||
2023 | 476,000 | — | 3,138,000 | — | 412,953 | 14,132 | 4,041,085 | |||||||||
Ryan Damon | 2025 | 490,000 | 2,722,660 | — | 346,430 | 9,830 | 3,568,920 | |||||||||
Chief Legal and Transformation | 2024 | 482,541 | 100,000 | 2,755,814 | — | 414,411 | 8,713 | 3,761,479 | ||||||||
Officer | 2023 | 455,000 | — | 2,092,000 | — | 371,519 | 6,349 | 2,924,868 | ||||||||
Brian Gleason (9) | 2025 | 330,822 | 5,516,191 | — | — | 15,039 | 5,862,052 | |||||||||
Former Chief Revenue Officer | 2024 | 550,137 | 200,000 | 3,196,564 | — | 774,593 | 15,042 | 4,736,336 | ||||||||
and President, Retail Media |
(1)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S.
dollars. In 2023, 2024 and 2025, all compensation calculations were in U.S. dollars.
(2)The amounts reported in the “Bonus” column include an integration bonus related to the August 2022 acquisition of Iponweb,
which was granted to members of the leadership team. For Michael Komasinski, this includes (i) a sign-on bonus pursuant to
his management agreement and (ii) a discretionary cash payment of $100,000 approved by the Board of Directors as an
extension of Mr. Komasinski’s sign-on bonus, which discretionary amount was paid in cash and is taxable as ordinary income
(for more information, see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New
CEO”). For Brian Gleason, this amount also includes the last installment of his retention bonus in 2024.
(3)The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each
award computed in accordance with FASB ASC Topic 718. For information regarding the assumptions used in determining the
fair value of awards granted in 2025, 2024 and 2023 please refer to Note 15, Note 16 and Note 16 (Share-based
Compensation), respectively, of our Annual Reports on Form 10-K, each as filed with the SEC on February 26, 2026, February
26, 2025 and February 23, 2024, respectively.
(4)The amounts reported in the “Stock Awards” column reflect the grant date fair value of the PSU awards measured at target
(100%) for financial PSUs, and using a Monte-Carlo valuation model of market conditions for TSR-based PSUs, for all years
shown, computed in accordance with FASB ASC Topic 718. The grant date face value for the relative TSR-based PSUs, as
considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732 for Ms. Glickman,
$715,695 for Mr. Damon and $1,784,484 for Mr. Gleason. Note, however, that the maximum PSU payout possible for year
2023 is 150% of target and 200% of target for 2024 and 2025. The grant date fair value assuming the highest level of
performance conditions will be achieved for the financial PSUs granted in 2025, calculated as the maximum PSU payout
possible for year 2025 (200% of target) multiplied by the per-share grant date fair value, would be $4,675,906 for Mr.
Komasinski, $1,889,465 for Ms. Glickman, $1,431,390 for Mr. Damon and $3,568,968 for Mr. Gleason. The modification of Mr.
Komasinski’s 2025 financial PSUs resulted in no incremental compensation expense and thus did not affect the grant date fair
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value as computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for the
modification of Mr. Komasinski’s 2025 financial PSUs, see “Compensation Discussion and Analysis—New Hire Package and
Year One Compensation for New CEO.”
(5)The amount reported for Mr. Komasinski includes (i) a supplemental grant of 125,000 RSUs with a grant date value of
$2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action; and (ii)
the incremental fair value of $362,356 related to the conversion of his relative TSR PSUs to financial PSUs, in each case,
computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for these actions, see
“Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”
(6)The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the amount of the cash incentive
bonus earned by our named executive officers for performance for the three years ended December 31, 2025, 2024 and 2023
under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation
Program—Annual Incentive Bonus” for the discussion and analysis of the annual cash incentives earned by each named
executive officer in respect of 2025.
(7)The amounts reported in the “All Other Compensation” column for 2025 include the benefits set forth in the table below. The
incremental cost to the Company is based on premiums paid and amounts reimbursed by the Company to the named
executive officer.
Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)(c) | Tax Assistance ($)(d) | Advisor Fees ($)(e) |
Michael Komasinski | 2,032 | 14,000 | — | — | — |
Megan Clarken | 1,137 | 14,000 | 21,022 | 32,402(f) | 83,390 |
Sarah Glickman | 2,322 | 14,000 | — | — | — |
Ryan Damon | 1,242 | — | 4,208 | 4,380 | — |
Brian Gleason | 725 | 14,000 | 315 | — | — |
(a)Represents the cost of any life insurance and disability plan premium.
(b)Represents the cost of our employer contributions to the 401(k) plan accounts of Mr. Komasinski, Ms. Clarken, Ms.
Glickman, Mr. Damon and Mr. Gleason, for those who elected to participate in our 401(k) plan.
(c)Represents Company-paid taxes for items such as tax filing assistance. For Ms. Clarken, certain tax assistance
benefits were agreed to pursuant to her Transition Agreement.
(d) Represents tax assistance to support filings related to trailing income from past international mobility or requirements
triggered by working time spent in different countries.
(e) Represents the cost to the Company of Ms. Clarken’s compensation as a senior advisor to the Company.
(f)Represents the aggregate amount of various invoices processed and reported through payroll as imputed income,
which reflects the actual incremental costs paid by the Company to provide this tax assistance for Ms. Clarken.
(8)Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025.
(9)Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.
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2025 Grants of Plan-Based Awards Table
The following table sets forth the grants of plan-based awards to the named executive officers during the year
ended December 31, 2025.
Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | ||||||||||||||||
Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||
Michael Komasinski(5) | — | 343,750 | 687,500 | 1,375,000 | — | — | — | — | — | — | — | |||||||||||
2/28/2025 | — | — | — | 30,121 | 60,241 | 120,482 | — | — | — | 3,506,930 | ||||||||||||
2/28/2025 | — | — | — | 30,121 | 60,241 | 120,482 | — | — | — | 1,713,254 | ||||||||||||
2/28/2025 | — | — | — | — | — | — | 51,635 | — | — | 2,003,954 | ||||||||||||
12/22/2025 | — | — | — | — | — | — | 125,000(6) | — | — | 2,457,500 | ||||||||||||
12/22/2025 | — | — | — | 30,121 | 60,241 | 120,482 | — | — | — | 362,356 | ||||||||||||
Megan Clarken(7) | — | 73,493 | 146,986 | 293,972 | — | — | — | — | — | — | — | |||||||||||
2/28/2025 | — | — | — | 0 | 0 | 0 | — | — | — | 0 | ||||||||||||
2/28/2025 | — | — | — | 0 | 0 | 0 | — | — | — | 0 | ||||||||||||
2/28/2025 | — | — | — | — | — | — | 0 | — | — | 0 | ||||||||||||
Sarah Glickman | — | 218,303 | 436,606 | 873,212 | — | — | — | — | — | — | — | |||||||||||
2/28/2025 | — | — | — | 12,171 | 24,343 | 48,685 | — | — | — | 944,732 | ||||||||||||
2/28/2025 | — | — | — | 12,171 | 24,342 | 48,685 | — | — | — | 1,389,592 | ||||||||||||
2/28/2025 | — | — | — | — | — | — | 32,456 | — | — | 1,259,617 | ||||||||||||
Ryan Damon | — | 171,500 | 343,000 | 686,000 | — | — | — | — | — | — | — | |||||||||||
2/28/2025 | — | — | — | 9,221 | 18,441 | 48,685 | — | — | — | 715,695 | ||||||||||||
2/28/2025 | — | — | — | 9,221 | 18,441 | 48,685 | — | — | — | 1,052,704 | ||||||||||||
2/28/2025 | — | — | — | — | — | — | 24,588 | — | — | 954,260 | ||||||||||||
Brian Gleason(8) | — | 0 | 0 | 0 | — | — | — | — | — | — | — | |||||||||||
2/28/2025 | — | — | — | 10,696 | 21,392 | 42,784 | — | — | — | 830,224 | ||||||||||||
2/28/2025 | — | — | — | 10,696 | 21,392 | 42,784 | — | — | — | 1,221,162 | ||||||||||||
2/28/2025 | — | — | — | — | — | — | 28,522 | — | — | 1,106,939 | ||||||||||||
(1)The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent each
named executive officer’s annual cash bonus opportunity that could have been earned in respect of the annual cash incentive
established in 2025 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of
Executive Compensation Program—Annual Incentive Bonus” for a discussion of the annual cash incentives earned by each
named executive officer for 2025. The threshold achievement level for a particular performance condition affecting a portion of
the annual cash incentive opportunity was adjusted. For more information see “Compensation Discussion and Analysis—
Annual Incentive Bonus.”
(2)All PSUs were granted under our Amended and Restated 2015 PSU Plan. The number of these PSUs that were actually
earned and received by each named executive officer (if any) was determined in the following fiscal year. Of those PSUs
actually earned and received, for the financial PSUs, two-thirds will vest on the two-year anniversary of the grant date, and the
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remainder will vest on the three-year anniversary of the grant date. For the TSR-based PSUs, 50% will be earned and vest on
the two-year anniversary of the grant and the remainder will vest on the three-year anniversary of the grant date.
(3)All RSUs were granted under our Amended and Restated 2015 Time-Based RSU Plan.
(4)Represents the grant date fair value, measured in accordance with FASB ASC Topic 718, of PSU awards and RSU awards
made in 2025. Grant date fair values are calculated pursuant to assumptions set forth in Note 15 of our 2025 Annual Report on
Form 10-K as filed with the SEC on February 26, 2026. The grant date face value for the relative TSR-based PSUs comprising
the PSU awards, as considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732
for Ms. Glickman, $715,695 for Mr. Damon and $1,784,484 for Mr. Gleason.
(5)On December 22, 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into
financial PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while
preserving the original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For
more information, please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for
New CEO.” The grant date for this modified award represents the modification date with respect to such award in accordance
with FASB ASC 718. The grant date fair value of this award represents the incremental fair value of the award as of the
modification date computed in accordance with FASB ASC Topic 718.
(6)This RSU award represents a one-time grant of a time-vesting equity award to Mr. Komasinski, approved by the Board of
Directors in December 2025. For more information, please see “Compensation Discussion and Analysis—New Hire Package
and Year One Compensation for New CEO.”
(7)Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025. Due to Ms. Clarken’s retirement, she was
not eligible to participate in the full year bonus program, so the threshold, target and maximum amounts are pro-rated for 2025.
(8)Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.
Executive Employment Agreements
We have entered into an employment agreement with each of the named executive officers and, in connection
with her retirement, a transition agreement with Ms. Clarken, the material terms of which are described below. Each of the
agreements with our named executive officers is for an indefinite term. The provisions of these arrangements relating to
termination of employment are described under “Potential Payments Upon Termination or Change of Control” below. See
“Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program” for a
discussion of the elements of compensation of each of the named executive officers for the year ended December 31,
2025.
Mr. Komasinski
Criteo Corp. entered into a management agreement with Mr. Komasinski, dated as of December 18, 2024, in
connection with his employment by Criteo Corp. The management agreement, provided that Mr. Komasinski was entitled
to receive an annual base salary of $750,000 and will be eligible to receive a target annual bonus opportunity equal to
100% of his annual base salary and a maximum annual bonus opportunity equal to 200% of his annual base salary. The
annual bonus opportunity pursuant to the Company’s Executive Bonus Plan is based on the Company’s financial
performance and the assessment by the Board of individual performance. Mr. Komasinski’s remuneration is in respect of
his role as Chief Executive Officer of our wholly-owned subsidiary, Criteo Corp.
The management agreement also provided that Mr. Komasinski would receive a sign-on bonus equal to
$1,000,000 on the first regularly scheduled payroll date following his start date of February 15, 2025. In addition, Mr.
Komasinski’s incentive-based compensation is subject to recoupment pursuant to the Company’s clawback policy
adopted by the Board of Directors and in effect from time to time.
The management agreement provided that Mr. Komasinski would receive (i) a sign-on equity grant with an
aggregate grant date fair market value equal to $2,000,000 in the following mix of RSUs and PSUs: 30% RSUs and 70%
PSUs (comprised of 35% Financial PSUs and 35% TSR-based PSUs (each as defined below)), and (ii) a 2025 annual
equity 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
grant.
Pursuant to the management agreement, Mr. Komasinski is subject to customary restrictive covenants provided
by the Company’s protective covenants agreement, including a requirement not to compete with the Company and its
affiliates anywhere in the world for a period of 12 months after termination of employment. As an employee of Criteo
Corp., Mr. Komasinski will not receive any additional compensation for his service on the Board of Directors.
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Ms. Clarken
On August 26, 2024, we announced that Ms. Clarken would retire from the Company after completion of a search
process for her successor and a transition period. To ensure a smooth transition, on August 26, 2024, Criteo Corp. and
Ms. Clarken entered into a Transition Agreement (the “Transition Agreement”), which set forth the terms of Ms. Clarken’s
phased transition.
Pursuant to the terms of the Transition Agreement, Ms. Clarken served in a full-time capacity as Chief Executive
Officer and a member of the Board of Directors until her successor Chief Executive Officer was appointed by the Board of
Directors and commenced services (the “Transition Date”), which occurred with the appointment of Michael Komasinski
with the effective date of February 15, 2025. Ms. Clarken stepped down from her roles on the Transition Date and
remained employed as a senior advisor to the Board of Directors and the Chief Executive Officer through November 15,
2025, under the terms of the Transition Agreement. Ms. Clarken received a monthly salary equal to ten thousand dollars
($10,000) for her services as a senior advisor.
Ms. Clarken did not receive any severance benefits in connection with her separation from the Company on
November 15, 2025.
Ms. Glickman
We entered into an amended and restated executive employment agreement effective as of November 1, 2024
with Ms. Glickman, our Chief Financial Officer. Under the terms of her employment agreement, Ms. Glickman was entitled
to receive an annual base salary of $529,000 and a target annual bonus opportunity equal to 75% of her annual base
salary.
Our Board of Directors determined that for year ended December 31, 2025, Ms. Glickman would receive an
annual base salary of $529,000, and an increased target annual bonus opportunity equal to 85% of her annual base
salary.
Mr. Damon
We entered into an amended and restated executive employment agreement effective as of November 1, 2024
with Mr. Damon, our Chief Legal and Transformation Officer. Under the terms of his employment agreement, Mr. Damon
was entitled to receive an annual base salary of $490,000, and a target annual bonus opportunity equal to 70% of his
annual base salary.
Our Board of Directors determined that for year ended December 31, 2025, Mr. Damon would receive an annual
base salary of $490,000, with no change to his target annual bonus opportunity.
Mr. Gleason
We entered into an amended and restated executive employment agreement effective as of July 1, 2024 with Mr.
Gleason, our Chief Revenue Officer and President, Retail Media. Under the terms of his employment agreement, Mr.
Gleason was entitled to receive an annual base salary of $575,000, and a target annual bonus opportunity equal to 100%
of his annual base salary. Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29,
2025.
Mr. Gleason did not receive any severance benefits in connection with his resignation.
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Outstanding Equity Awards at 2025 Fiscal Year End Table
The following table sets forth the number of securities underlying outstanding equity awards held by the named
executive officers as of December 31, 2025. Ms. Clarken retired from her role as Chief Executive Officer on February 15,
2025 and Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025. Neither
Ms. Clarken nor Mr. Gleason held outstanding equity awards subject to continued vesting or exercise as of December 31,
2025.
Option Awards | Stock Awards | |||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | |||||||||
Michael Komasinski | 02/28/2025 | — | — | — | — | 51,635 | 1,064,197 | 240,964 | 4,966,268 | |||||||||
12/22/2025 | — | — | — | — | 125,000 | 2,576,250 | — | — | ||||||||||
Megan Clarken | 12/11/19 | 86,715 | — | 16.61 | 12/11/29 | — | — | — | — | |||||||||
03/01/2024 | — | — | — | — | 57,522 | 1,185,528 | — | — | ||||||||||
Sarah Glickman | 02/24/22 | — | — | — | — | 3,833 | 78,998 | — | — | |||||||||
02/23/23 | — | — | — | — | 31,163 | 642,269 | — | — | ||||||||||
03/01/2024 | — | — | — | — | 78441 | 1,616,669 | 59576 | 1,227,861 | ||||||||||
02/28/2025 | 32456 | 668,918 | 97370 | 2,006,796 | ||||||||||||||
Ryan Damon | 02/24/22 | — | — | — | — | 2,449 | 50,474 | — | — | |||||||||
02/23/23 | — | — | — | — | 20,773 | 428,132 | — | — | ||||||||||
03/01/2024 | — | — | — | — | 66476 | 1,370,070 | 50488 | 1,040,558 | ||||||||||
02/28/2025 | 24588 | 506,759 | 73764 | 1,520,276 | ||||||||||||||
Brian Gleason | 03/01/2024 | — | — | — | — | 16,067 | 331,141 | — | — | |||||||||
(1)Refer to “Potential Payments upon Termination or Change of Control” below for circumstances under which the terms of the
vesting of equity awards would be accelerated.
(2)The applicable exchange rate for the exercise price of the stock option awards shown in the Outstanding Equity Awards at
Fiscal Year End table are as follows:
Date | Euro to U.S. Dollar Conversion Rate | |
12/11/19 | 1.1077 |
(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
in eight equal quarterly installments thereafter, based on continued employment. The PSUs for grant dates in 2024 and 2025
are provided at the maximum possible payout at 200% of target. Starting in 2024, the PSU vesting period was changed to 3
years, such that 2/3 of the earned amount will vest on the second anniversary date for financial PSUs and 50% for TSR-based
PSUs, and on the third anniversary, the remaining 1/3 will vest for financial PSUs and remaining 50% for TSR-based PSUs. In
December 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into financial
PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while preserving the
original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For more information,
please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”
(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
equal quarterly installments thereafter. Mr. Komasinski received a supplemental grant of 125,000 RSUs with a grant date value
of $2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action. The
shares comprising this supplemental grant are subject to time-based vesting as follows: 2/3rd of the shares will vest on the
two-year anniversary of the grant date, and the remaining 1/3rd will vest on the three-year anniversary of the grant date;
however, if the conversion of the Company into a Luxembourg company is completed before the first anniversary of the grant
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date, 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
anniversary of the grant date and the remaining 1/3rd will vest on the three-year anniversary of the grant date. For a
description of the Board of Director’s rationale for this action, see “Compensation Discussion and Analysis—New Hire Package
and Year One Compensation for New CEO.”
(5)Determined with reference to $20.61, the closing price of an ADS on December 31, 2025.
Option Exercises and Stock Vested in 2025 Table
The following table summarizes for each named executive officer the stock option exercises and shares vested
from outstanding stock awards during the year ended December 31, 2025.
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||
Michael Komasinski | — | — | — | — | ||||
Megan Clarken | 108,656 | 3,947,363 | 131,082 | 4,741,836 | ||||
Sarah Glickman | — | — | 54,102 | 1,858,472 | ||||
Ryan Damon | — | — | 32,652 | 1,144,669 | ||||
Brian Gleason | — | — | 29,106 | 1,066,527 | ||||
(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;
$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
done on March 14, 2025.
(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
vesting date and (b) aggregating the value realized upon vesting for units that vested during fiscal year 2025.
Potential Payments upon Termination or a Change in Control
Individual Agreements
We have entered into employment arrangements and Protective Covenants Agreement, as described below,
which require us to provide specified payments and benefits to certain of our named executive officers as a result of
certain terminations of employment, including following a change of control. Each of the employment arrangements with
our named executive officers, discussed above in “Executive Compensation—Compensation Tables—Executive
Employment Agreements,” provide for severance, restrictive covenants or change of control payments. Ms. Clarken
retired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief Revenue Officer
and President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive Employment
Agreements,” neither Ms. Clarken nor Mr. Gleason remain subject to other agreements with the Company involving
payments as a result of such events.
Mr. Komasinski
Mr. Komasinski’s management agreement, provides for a potential severance payment in the event of certain
terminations of employment with Criteo Corp. If Mr. Komasinski’s office as Chief Executive Officer of the Company is
terminated by Criteo Corp. other than for cause and other than due to his death or disability, or by Mr. Komasinski for good
reason (as such terms are defined in the management agreement) (each, an “Involuntary Termination”), subject to Mr.
Komasinski’s execution of a general release of claims and continued compliance with the restrictive covenants set forth in
his Protective Covenants Agreement, Mr. Komasinski will be entitled to receive (i) cash severance equal to 12 months of
his then-current monthly base salary, (ii) an amount equal to his target annual bonus opportunity, with such amounts in (i)
and (ii) payable in a lump sum on the 60th day following the date of such termination, (iii) bonus amounts earned for
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completed performance periods that remain unpaid as of the termination date, payable when such bonus amounts are
paid to other senior officers, (iv) the cost of COBRA premiums under the Company’s group health and welfare plans for
the 12-month period following the termination date, and (v) continued vesting of all outstanding, unvested RSUs and
PSUs as if Mr. Komasinski remained employed for 12 months following such termination (with the PSUs vesting based on
actual performance at the end of the applicable performance year, as determined by the Board of Directors).
Under the management agreement, if Mr. Komasinski’s office as Chief Executive Officer of the Company is
terminated due to an Involuntary Termination within one year following a Change in Control (as defined in the
management agreement), subject to Mr. Komasinski’s execution of a general release of claims and continued compliance
with the restrictive covenants set forth in his Protective Covenants Agreement, Mr. Komasinski will be entitled to receive
the severance payments and benefits described above, with immediate vesting of all outstanding unvested RSUs and
PSUs based on achievement of the target level of performance, provided that no RSU or PSU granted within the one-year
period prior to the date of Mr. Komasinski’s termination will vest (but, in such event, any unvested RSUs or PSUs will
continue to vest as if Mr. Komasinski remained in service for up to 12 months following the termination date.
Any RSUs or PSUs that become vested pursuant to the terms of his management agreement will be subject to a
holding period until the second anniversary of the date of grant of the award, and the shares relating to such vested RSUs
and PSUs will be definitively acquired by (delivered to) Mr. Komasinski no earlier than the expiration of the required
holding period.
Ms. Glickman and Mr. Damon
The employment agreements with Ms. Glickman and Mr. Damon (each an “executive” and collectively, the
“executives”) provide for a potential severance payment in the event the executive is terminated by us without Cause or
resigns with Good Reason (as such terms are defined in the employment agreements). In such an event, the executive
will be entitled to receive, on the 60th day following the Termination Date (as defined in the employment agreement), a
lump sum cash amount (less applicable withholdings) equal to the sum of (i) the product of (x) 12 (or in the event of a
change of control (as defined in the employment agreement) and a subsequent involuntary termination within 12 months
following the date of such change of control, also 12), and (y) the executive’s monthly base salary rate as then in effect
(without giving effect to any reduction in base salary amounting to Good Reason), (ii) an amount equal to the product of
(x) 100% (or in the event of a change of control (as defined in the employment agreement) and a subsequent involuntary
termination within 12 months following the date of such change of control, also 100%) and (y) the executive’s annual
bonus for the calendar year during which the termination occurs, calculated based on the bonus that would have been
paid to the executive if the executive’s employment had not terminated and if all performance-based milestones were
achieved at the 100% level by both the Company and the executive, such bonus to be, solely for the purpose of defining
severance benefits, (iii) all bonus amounts earned for completed performance periods prior to the termination date but
which otherwise remain unpaid as of the termination date, (iv) the cost of COBRA premiums under Criteo Corp.’s group
health insurance plans in the United States for the 12-month period following the termination date and (v) continued
vesting of outstanding unvested RSUs and PSUs as if the executive remained employed for six months following the
termination date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as
determined by the Board of Directors in its reasonable discretion).
In addition, in the event that the executive is terminated by us without Cause or resigns with Good Reason, in
each case, upon or within 12 months following a change in control of the Company (as defined in the 2016 Stock Option
Plan), all of the executive’s equity awards will accelerate and become exercisable as of their termination date, provided
that the PSUs will vest in the amount that would become vested assuming achievement of the target level of performance,
and provided further that in all instances the provisions of the Amended and Restated 2015 RSU Plan and the Amended
and Restated 2015 PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will
continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the date of the executive’s
termination will vest (but, in such event, any unvested RSUs or PSUs will continue to vest as if the executive remained in
service for up to 12 months following the termination date to enable those unvested shares to also ultimately accelerate
and vest as stated above).
Any RSUs or PSUs that become vested pursuant to the terms of the executive’s employment agreement will be
subject to a holding period until the second anniversary of the date of grant of the award and the shares relating to such
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vested RSUs and PSUs will be definitively acquired by (delivered to) the executive no earlier than the expiration of the
required holding period.
Treatment Under Equity Plans
Stock Option Plans
Each of our 2014 Stock Option Plan and 2016 Stock Option Plan, as amended, provides that in the event of a
change of control of the Company (as defined in the plans), a successor corporation shall assume all outstanding options
or substitute outstanding options with equivalent options or rights. Pursuant to the stock option plans, in the event that the
successor corporation does not agree to assume or substitute outstanding options, the options will accelerate and
become fully vested and exercisable upon the change of control.
Upon termination of an option holder’s employment with us, unless a longer period is specified in the notice of
award or otherwise determined by the Board of Directors, a vested option will generally remain exercisable for 90 days
following the option holder’s termination.
If, at the date of termination, the option holder is not entitled to exercise all of his options, the shares covered by
the unexercisable portion will be forfeited and revert back to the applicable stock option plan.
Performance-Based Free Share (PSU) Plan
Pursuant to the terms of our Amended and Restated 2015 Performance-Based RSU Plan, in the event of a
change of control of the Company, if a successor corporation does not agree to assume an unvested PSU award or
substitute for the PSU award with an equivalent right, and the grant date of the PSU is at least one year prior to the date
of the change of control, the restrictions and forfeiture conditions applicable to the PSU will lapse, and the PSU award will
become vested prior to the consummation of the change of control, with any performance conditions being deemed to be
achieved 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
of the Company and no such successor corporation agrees to assume or substitute an unvested PSU, the PSU will lapse.
In the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Performance-Based
RSU Plan), an unvested PSU will vest automatically. In the event of a recipient’s retirement (as defined in the Amended
and Restated 2015 Performance-Based RSU Plan), our Board of Directors has the discretion to determine whether some
or all of the unvested PSUs will vest, subject to the limitations of the plan.
If an employee with outstanding PSUs terminates his employment, or we terminate the employee’s service with
the Company or any of our affiliates, the employee’s right to vest in the PSUs under the Amended and Restated 2015
Performance-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively
employed.
Time-Based Free Share (RSU) Plan
Pursuant to the terms of our Amended and Restated 2015 Time-Based RSU Plan, in the event of a change in
control (as defined in the 2015 Time-Based RSU Plan), if a successor corporation or a parent or subsidiary of the
successor corporation does not agree to assume or substitute outstanding RSUs, and only if the RSUs were granted at
least one year prior to the date of the change in control, the restrictions and forfeiture conditions applicable to the RSUs
will lapse and the RSUs will be deemed fully vested prior to the consummation of a change in control.
In the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Time-Based RSU
Plan), any unvested RSUs will vest automatically. In the event of a recipient’s retirement (as defined in the Amended and
Restated 2015 Time-Based RSU Plan), our Board of Directors has the discretion to determine whether some or all of the
unvested RSUs will vest, subject to the limitations of the plan.
If an employee with outstanding RSUs terminates his employment, or we terminate the employee’s service with
the Company or any of our affiliates, the employee’s right to vest in the RSUs under the Amended and Restated 2015
Time-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively employed.
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Estimated Potential Payments and Benefits
The following table estimates the potential amounts payable to our named executive officers in connection with
certain terminations of their employment or a change of control of the Company, under the circumstances described in
more detail above. The table reflects estimated amounts assuming that the termination of employment or other
circumstance, as applicable, occurred on December 31, 2025. The actual amounts that would be paid upon a named
executive officer’s termination of employment or a change of control can be determined only at the time of such event. Ms.
Clarken retired from her role as Chief Executive Officer as of February 15, 2025 and Mr. Gleason resigned as Chief
Revenue Officer and President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive
Employment Agreements,” no severance or other payments would be paid to either Ms. Clarken or Mr. Gleason in
connection with a termination of employment or change of control of the Company.
POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL | |||||||||
Termination Without Cause | Termination Without Cause or Resignation by the Executive With Change of Control | ||||||||
Name | Severance Pay ($) | Continued Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | |
Michael Komasinski | $1,500,000 | $1,886,533 | $42,542 | 3,429,075 | $1,500,000 | $6,123,581 | $42,542 | 7,666,123 | |
Sarah Glickman | $978,650 | $2,600,650 | $42,542 | 3,621,842 | $978,650 | $5,998,821 | $42,542 | 7,020,013 | |
Ryan Damon | $833,000 | $2,015,060 | $42,542 | 2,890,602 | $833,000 | $4,606,554 | $42,542 | 5,482,096 | |
(1) The amount shown is based on full COBRA benefits continuation costs in the United States based on the current enrollment
status of each executive.
(2) The amount shown represents the value of the equity awards that would vest upon a change of control under the additional
assumption that outstanding equity awards are not assumed or substituted in the change of control transaction, as described
above in the “Potential Payments Upon Termination or Change of Control—Treatment Under Equity Plans” narrative.
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PAY RATIO DISCLOSURE
Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the
total annual compensation of our Chief Executive Officer to the median of the total annual compensation
of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure
and applying the methodology described below, we have determined that total annualized compensation
for Mr. Komasinski, our current Chief Executive Officer, for 2025 was $12,630,026, and the median of the
total compensation of all of our employees (excluding Mr. Komasinski) for 2025 was approximately
$104,354. Accordingly, we estimate the ratio of Mr. Komasinski’s total compensation for 2025 to the
median of the total compensation of all of our employees (excluding Mr. Komasinski) for 2025 to be
approximately 121 to 1.
Mr. Komasinski became the Chief Executive Officer of the Company on February 15, 2025. As
permitted by SEC rules, in calculating this pay ratio we annualized Mr. Komasinski’s fiscal 2025
compensation by utilizing his annual base salary and annual bonus. No other adjustments were made to
Mr. Komasinski’s fiscal 2025 compensation as reported in the Summary Compensation Table.
We selected December 31, 2025, which is a date within the last three months of fiscal year 2025,
as the determination date to identify our median employee. To find the median of the annual total
compensation of all our employees (excluding Mr. Komasinski), we used the amount of salary, wages,
overtime and bonus from our payroll records as our consistently applied compensation metric. In making
this determination, we annualized the compensation for those employees who were hired during fiscal
2025 as permitted under SEC rules. We did not make any cost-of-living adjustments in identifying the
median employee. After identifying the median employee, we calculated the annual total compensation for
such employee using the same methodology we used for Mr. Komasinski’s annual total compensation in
the Summary Compensation table for fiscal year 2025.
In accordance with SEC rules, we excluded all employees in certain non-U.S. jurisdictions that, in
each case, constituted less than 1.83% of our total headcount. The excluded employees were located in
Australia (18 employees), China (19 employees), Israel (17 employees), Italy (19 employees), the
Netherlands (16 employees), Russia (1 employee), Sweden (3 employees), South Korea (66 employees)
and Dubai (9 employees). The 168 excluded employees constituted 4.66% of our total number of 3,606
U.S. and non-U.S. employees as of December 31, 2025.
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PAY VERSUS PERFORMANCE
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the
compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided
in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based
compensation programs, and compensation decisions made this year is described above in our "Compensation Discussion and Analysis".
The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs
for each year from 2021 to 2025, compared to our total shareholder return (“TSR”) from December 31, 2020 through the end of each such year,
and our net income and Adjusted EBITDA for each such year.
Value of Initial Fixed $100 Investment Based On: | ||||||||||
Summary | Summary | Average Summary | Average | Peer Group | Net Income ($ millions) | |||||
Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Total | Total | |||
Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Adjusted | |
Year | for PEO (Clarken) | to PEO (Clarken) | for PEO (Komasinski) | to PEO (Komasinski) | for non-PEO NEOs | to non-PEO NEOs | Return | Return | EBITDA ($ millions) | |
(a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
2025 | $ | $( | $ | $ | $ | $( | $ | $ | $ | $ |
2024 | $ | $ | N/A | N/A | $ | $ | $ | $ | $ | $ |
2023 | $ | $ | N/A | N/A | $ | $ | $ | $ | $ | $ |
2022 | $ | $ | N/A | N/A | $ | $( | $ | $ | $ | $ |
2021 | $ | $ | N/A | N/A | $ | $ | $ | $ | $ | $ |
point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment tables below.
PEO (Clarken) | |
Prior FYE | 12/31/2024 |
Current FYE | 12/31/2025 |
Fiscal Year | 2025 |
Summary Compensation Table Totals | $ |
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $ |
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $ |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ |
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $( |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $( |
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ |
‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $ |
Compensation Actually Paid | $( |
PEO (Komasinski) | |
Prior FYE | 12/31/2024 |
Current FYE | 12/31/2025 |
Fiscal Year | 2025 |
Summary Compensation Table Totals | $ |
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $ |
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $( |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $ |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ |
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ |
‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $ |
Compensation Actually Paid | $ |
*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
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Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.
Fiscal Year Position | |||||
Officer Name | 2021 | 2022 | 2023 | 2024 | 2025 |
Sarah Glickman | NEO | NEO | NEO | NEO | NEO |
Ryan Damon | NEO | NEO | NEO | NEO | NEO |
Brian Gleason | N/A | N/A | N/A | NEO | NEO |
mean 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
Table 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
such figure for all NEOs other than our PEO in each listed year.
Average NEO | |
Prior FYE | 12/31/2024 |
Current FYE | 12/31/2025 |
Fiscal Year | 2025 |
Summary Compensation Table Total | $ |
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $ |
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $( |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $( |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $( |
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ |
‘+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $ |
Compensation Actually Paid | $( |
*Note that the fair value assumptions shown with respect to footnote (c) apply to the figures in this table as well.
dividends until the last day of each reported fiscal year.
assuming 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
fiscal year.
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shareholder return and net income) used by the company in 2025 to link compensation actually paid to performance. Adjusted EBITDA can be determined from
net income by adding back financial income (expense), income taxes, depreciation and amortization, and adjusting to eliminate the impact of equity awards
compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency
related to a regulatory matter.
Description of Relationships Between Compensation Actually Paid and Performance
We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid
tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the
relationship between Compensation Actually Paid and the individual performance measure shown.
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Tabular List of Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” the objectives of our executive compensation program are to
ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to
optimize business performance, deploy capital productively, and increase long-term shareholder value. The most important financial performance
measures used by the Board of Directors for the most recently completed fiscal year to link compensation actually paid to our named executive
officers to the Company’s performance are as follows (unranked):
Most Important Financial Performance Measures |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee currently consists of Ms. Balla and Messrs. Mesrobian and
Teunissen. During fiscal year 2025, no member of the compensation committee was an employee, officer
or former officer of the Company or any of its subsidiaries. During fiscal year 2025, no member of the
compensation committee had a relationship that must be described under the SEC rules relating to
disclosure of related person transactions. During fiscal year 2025, none of our executive officers served
on the board of directors or compensation committee of any entity that had one or more of its executive
officers serving on the Company’s Board of Directors or compensation committee.
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RESOLUTION 5:
ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act, we are including in this
proxy statement a Resolution, subject to shareholder vote, to approve, on a non‑binding advisory basis,
the compensation of our named executive officers (as disclosed under “Executive Compensation—
Compensation Discussion and Analysis” and the tables that follow).
Our primary compensation goals for our named executive officers are (1) to attract and retain a
highly skilled team of executives in competitive markets; (2) to reward our executives for achieving or
exceeding our financial, operational, and strategic performance goals; (3) to align our executives’ interests
with those of our shareholders; and (4) to provide compensation packages that are competitive and
reasonable relative to our peers and the broader competitive market. Our compensation programs are
designed to reward our named executive officers for the achievement of annual and long‑term strategic
and operational goals that are expected to increase shareholder value, while at the same time avoiding
the encouragement of unnecessary or excessive risk-taking. Prior to voting, we encourage shareholders
to review the Compensation Discussion and Analysis and executive compensation tables in “Executive
Compensation” in this proxy statement for complete details of how our compensation policies and
procedures for our named executive officers operate and are designed to achieve our compensation
objectives in 2025.
We believe that our compensation programs for our named executive officers have been effective
at promoting the achievement of positive results, appropriately aligning pay and performance and
enabling us to attract and retain very talented executives within our industry, while at the same time
avoiding the encouragement of unnecessary or excessive risk-taking.
We are asking our shareholders to indicate their support for the compensation of our named
executive officers as described in this proxy statement. This Resolution, commonly known as a
“say‑on‑pay” proposal, gives you as a shareholder the opportunity to express your views on our 2025
compensation for our named executive officers. This vote is not intended to address any specific item of
compensation; rather, the vote relates to the overall compensation of our named executive officers as
described in this proxy statement in accordance with the compensation disclosure rules of the SEC. At the
2022 Annual General Meeting, our shareholders recommended that our Board of Directors hold a say-on-
pay vote on an annual basis. At the 2025 Annual General Meeting, approximately 97.98% of the votes
cast were in favor of the advisory vote to approve our executive compensation. We engaged in outreach
to a significant number of our shareholders, covering a large percentage of our outstanding shares. We
continuously engage with our largest investors and regularly solicit their feedback on a variety of
corporate governance topics, including executive compensation, as part of the compensation committee’s
review of our compensation strategy.
Although this is an advisory vote which will not be binding on our compensation committee or
Board of Directors, our compensation committee and Board of Directors will carefully review the results of
the shareholder vote. Our compensation committee and Board of Directors will consider potential
shareholders’ concerns and take them into account in future determinations concerning compensation of
our named executive officers. Our Board of Directors therefore recommends that you indicate your
support for the compensation of our named executive officers in 2025 as outlined in this proxy statement,
by voting “FOR” Resolution 5.
For the full text of Resolution 5, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 5.
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RESOLUTIONS 6 TO 8:
VOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION OF RESULTS
In accordance with French corporate law, our statutory financial statements, prepared in
accordance with French GAAP, and our consolidated financial statements prepared in accordance with
IFRS as adopted by the European Union, must each be approved by our shareholders within six months
following the close of the year. At the Annual General Meeting, the Statutory Auditors will present their
reports on our 2025 French GAAP statutory financial statements and our 2025 IFRS consolidated
financial statements.
Resolution 6 approves our statutory financial statements for the fiscal year ended December 31,
2025 (also referred to as individual or corporate financial statements) and the transactions disclosed
therein. For reference, an English translation of our statutory financial statements for the fiscal year ended
December 31, 2025, prepared in accordance with French GAAP is set forth in Annex B.
Resolution 7 approves our consolidated financial statements for the fiscal year ended December
31, 2025, and the transactions disclosed therein. For reference, an English translation of our consolidated
financial statements for the fiscal year ended December 31, 2025, prepared in accordance with IFRS as
adopted by the European Union is set forth in Annex C.
Resolution 8 allocates the loss for the Company’s statutory financial statements of €14,676,214
for the fiscal year ended December 31, 2025, to retained earnings.
For the full text of Resolutions 6 to 8, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTIONS 6 TO 8.
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RESOLUTION 9:
VOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH
COMMERCIAL CODE
Pursuant to French law, each of our Board of Directors and our Statutory Auditors must report
annually to our shareholders regarding any related person transactions within the meaning of Articles L.
225-38 et seq. of the French Commercial Code in advance of our Annual General Meeting, and such
transactions generally must be approved, prior to their execution, by the Board of Directors, and then
submitted to our shareholders for approval at our Annual General Meeting. As a result, each year we ask
our shareholders to approve any related person agreements referred to in Articles L. 225-38 et seq. of the
French Commercial Code. Only new agreements authorized over the course of 2025 are subject to a vote
at the Annual General Meeting, and agreements entered into between the Company and its wholly-owned
subsidiaries are not subject to the procedure of regulated agreements. Pursuant to French law, interested
persons may not participate in the Board of Directors’ prior approval or the shareholder vote on such
agreement and, in each case, their vote or votes will not be taken into account in calculating the quorum
or majority for such resolution. Any such agreement not approved in advance by the Board of Directors
and which has a harmful effect on the Company can be annulled during a three-year period starting on
the date of the execution of such agreement, unless it is subsequently ratified by the shareholders.
The only agreement entered into in 2025 which is a related person transaction within the meaning
of Articles L. 225-38 et seq. of the French Commercial Code subject to shareholders’ approval pursuant to
Resolution 9 (and not otherwise already approved by shareholders), is the agreement to subscribe liability
insurance and provide indemnification with Ms. Stefanie Jay.
The indemnification agreement entered into with Ms. Jay was approved by the Board of Directors
during its meeting held on April 9, 2025 and is submitted for shareholder approval pursuant to Resolution
9. Ms. Jay did not participate in the discussions and did not vote to approve her indemnification
agreement, as she was not a director at the time the decision was made by the Board of Directors. The
indemnification agreement is substantially in the form of the indemnification agreement filed as an exhibit
to the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on February 26, 2026, and is
substantially consistent with indemnification agreements entered into in the past with other directors and
officers.
Resolution 9 relates to shareholder approval of offers to subscribe liability insurance and provide
indemnification that we have entered into with certain of our executive officers and each of our directors.
Under French law, provisions of by-laws that limit the liability of directors are prohibited. However, French
law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities
incurred by any of their directors and officers involved in a third-party action, provided that they acted in
good faith and within their capacities as directors or officers of the company. Criminal liability cannot be
indemnified under French law, whether directly by a company or through liability insurance.
We have entered into agreements with our directors and certain officers to provide liability
insurance to cover damages and expenses related to judgments, fines and settlements in any action
arising out of their actions as directors and officers. The agreements do not provide coverage for willful or
gross misconduct, actions by Criteo or derivative actions by shareholders on Criteo’s behalf, insider
trading, or actions in bad faith or contrary to Criteo’s best interest, or criminal or fraudulent proceedings.
Under French law, a director or officer may not be held liable to third parties for recklessness or gross
negligence not involving intentional misconduct, but rather only to the Company itself. Claims made by
Criteo or by any shareholder or other person on Criteo’s behalf are not indemnifiable. Director and officer
indemnification agreements and insurance are customary among listed companies in the United States,
including our peer companies. We believe these agreements are very limited and are intended to provide
the same or smaller scope of coverage as would be provided by companies in the United States, with
which we compete for talent, but within the confines of French law. As a result, we believe that these
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arrangements are consistent with market practice in our main competitive markets for director and
executive talent and are therefore necessary to attract qualified directors and executive officers.
A special report of the Statutory Auditors on the related person transactions entered into in 2025
and submitted to the shareholders for approval will be made available to the shareholders in accordance
with Articles L. 225-40 and L. 225-40-1 of the French Commercial Code.
For the full text of Resolution 9, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 9.
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AUDIT COMMITTEE REPORT
As the audit committee of the Board of Directors, we are composed of independent directors as
required by, and in compliance with, the listing standards of Nasdaq and applicable SEC rules. We
operate pursuant to a written audit committee charter adopted by the Board of Directors. Following is the
report of the audit committee with respect to the Company’s audited 2025 consolidated financial
statements, which include its consolidated statements of financial position as of December 31, 2025 and
2024, and the related consolidated statements of income, comprehensive income, changes in equity and
cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes
thereto.
Responsibilities. As described above under the heading “Board of Directors—Board Committees
—Audit Committee,” the audit committee is responsible for, among other things, the evaluation and
assessment of the independence and qualification of the independent registered public accounting firm to
the extent permitted under French law. It is not the duty of the audit committee to plan or conduct audits
or to prepare the Company’s financial statements. Management is responsible for preparing the financial
statements and maintaining effective internal control over financial reporting pursuant to Section 404 of
the Sarbanes-Oxley Act (“Section 404”) and has the primary responsibility for assuring their accuracy,
effectiveness and completeness. The independent registered public accounting firm is responsible for
auditing those financial statements and the effectiveness of internal control over financial reporting and
expressing its opinion as to whether the financial statements present fairly, in accordance with U.S.
GAAP, the Company’s financial position, results of operations and cash flows and whether the Company’s
internal control over financial reporting is effective. However, the audit committee does review, upon
completion of the audit, the consolidated financial statements proposed to be included in the Company’s
reports with the SEC and recommends whether such financial statements should be included. The audit
committee also reviews any analyses prepared by management or the independent registered public
accounting firm setting forth significant financial reporting issues and judgments made in connection with
the preparation of the financial statements and reviews with management and the independent registered
public accounting firm, as appropriate, significant issues that arise regarding accounting principles and
financial statement presentation. The audit committee also reviews and discusses with the independent
registered public accounting firm the critical audit matters arising from the audit of the Company’s
financial statements. In addition, the audit committee reviews, upon completion of the audit, the
consolidated financial statements prepared in accordance with IFRS as adopted by the European Union
for the purpose of our statutory reporting requirements.
In the absence of their possession of a reason to believe that such reliance is unwarranted, the
members of the audit committee necessarily rely on the information or documentation provided to them
by, and on the representations made by, management or other employees of the Company, the
independent registered public accounting firm, and/or any consultant or professional retained by the audit
committee, the Board of Directors, management or by any board committee. Accordingly, the audit
committee’s oversight does not provide an independent basis to determine that management has applied
U.S. GAAP appropriately or maintained appropriate internal controls and disclosure controls and
procedures designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the audit committee’s authority and oversight responsibilities do not
independently assure that the audits of the financial statements have been carried out in accordance with
the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) or that
the financial statements are presented in accordance with U.S. GAAP.
Review with Management and Independent Registered Public Accounting Firm. The audit
committee reviewed and discussed the audited consolidated financial statements for 2025, including the
quality of the Company’s accounting principles, with management and the Company’s independent
registered public accounting firm for 2025, Deloitte & Associés. The audit committee also discussed with
Deloitte & Associés the matters required to be discussed by the applicable requirements of the PCAOB
and the SEC, including, among other items, matters related to the conduct of the audit of the consolidated
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financial statements by the independent registered public accounting firm and its audit of the
effectiveness of internal control over financial reporting pursuant to Section 404. Deloitte & Associés
provided to the audit committee the written disclosures and the letter required by the applicable
requirements of the PCAOB regarding the independent accountant’s communications with the audit
committee concerning independence, and the audit committee discussed with Deloitte & Associés the
latter’s independence, including whether its provision of non-audit services compromised such
independence.
Conclusion of the Audit Committee. Based upon the reviews and discussions referred to above,
the audit committee recommended that the Board of Directors include the audited consolidated financial
statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as
filed with the SEC on February 26, 2026.
Submitted by the audit committee of the Board of Directors:
Ernst Teunissen (Chair) |
Nathalie Balla |
Stefanie Jay |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our independent registered public accounting firm, Deloitte & Associés, was renewed by
shareholders at the 2023 Annual General Meeting to serve as the independent registered public
accounting firm for the Company until the annual meeting of the Company’s shareholders approving the
financial statements for the fiscal year 2028. Deloitte & Associés has audited the accounts and records of
the Company and its subsidiaries since 2011. A representative of Deloitte & Associés is expected to be
present at the Annual General Meeting and will have the opportunity to make a statement and will be
available to respond to appropriate questions.
The fees for professional services rendered by Deloitte & Associés in each of 2024 and 2025
were:
Year Ended December 31, | |||||
2025 | 2024 | ||||
(in thousands) | |||||
Audit Fees(1)(2) | $ | 2,698 | $ | 2,773 | |
Audit-Related Fees(3) | $ | 182 | $ | 182 | |
Tax Fees(4) | $ | 466 | $ | 393 | |
All Other Fees(5) | $ | 4 | $ | 4 | |
Total | $ | 3,350 | $ | 3,352 | |
______________________
(1)As Criteo is a company incorporated in France, a substantial portion of the audit fees are denominated in euros
and have been translated into U.S. dollars using the average exchange rate for the period.
(2)“Audit Fees” are the aggregate fees for the audit of our consolidated financial statements (including statutory
financial statements for Criteo S.A. and other consolidated entities, both French and foreign). This category also
includes services relating to (i) procedures performed on internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act and (ii) other services that are generally provided by the independent accountant, such as
consents and assistance with and review of documents filed with the SEC.
(3)“Audit-Related Fees” are the aggregate fees for assurance and related services reasonably related to the
performance of the audit and not reported under Audit Fees. This includes fees related to assurance services on
corporate social responsibility reporting requirement, as required under the French Commercial Code, and
assurance services for the issuance of a report on compliance with bank covenants.
(4)“Tax Fees” are the aggregate fees for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning related services. This fee category primarily includes tax advice services
related to French jurisdiction tax matters.
(5)“All Other Fees” are any additional amounts for products and services provided by the principal accountant.
Our audit committee approved all audit and non-audit services provided by our independent
accountant.
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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who
own more than 10% of our Ordinary Shares, to file with the SEC initial reports of ownership and reports of
changes in ownership of our Ordinary Shares. Based solely upon a review of the copies of such reports
furnished to us, we believe that during the fiscal year 2025, all persons subject to the reporting
requirements of Section 16(a) of the Exchange Act filed the required reports on a timely basis with the
exception of a Form 4 for Ms. Jay involving a single transaction of 4,444 Ordinary Shares (filed with the
SEC on November 12, 2025).
5 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The
number of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.
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OWNERSHIP OF SECURITIES
The following table sets forth information with respect to the beneficial ownership of our Ordinary
Shares as of March 31, 2026 (unless otherwise indicated) for:
•each beneficial owner of more than 5% of our outstanding Ordinary Shares;
•each of our named executive officers, directors and director nominees; and
•all of our executive officers, directors and director nominees as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. These rules
generally attribute beneficial ownership of securities to persons who possess sole or shared voting power
or investment power with respect to those securities and include Ordinary Shares issuable upon the
exercise of share options and warrants that are immediately exercisable or exercisable within 60 days
after March 31, 2026, and Ordinary Shares issuable upon the vesting of RSUs within 60 days after March
31, 2026. Such Ordinary Shares are also deemed outstanding for purposes of computing the percentage
ownership of the person holding the option, warrant or free share, but not the percentage ownership of
any other person. The percentage ownership information shown in the table is based upon 50,098,1395
Ordinary Shares outstanding as of March 31, 2026.
Except as otherwise indicated, to our knowledge, all persons listed below have sole voting and
investment power with respect to the Ordinary Shares beneficially owned by them, subject to applicable
community property laws. The information is not necessarily indicative of beneficial ownership for any
other purpose.
Except as otherwise indicated in the table below, addresses of our named executive officers,
directors, director nominees, and named beneficial owners are in care of Criteo S.A., 32 Rue Blanche,
75009 Paris, France.
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Shares Beneficially Owned | ||||
Name of Beneficial Owner 5% Shareholders: | Number | % | ||
Neuberger Berman Group LLC (2) | 7,953,728 | 15.88% | ||
DNB Asset Management AS (3) | 5,486,161 | 10.95% | ||
Morgan Stanley (4) | 4,474,503 | 8.93% | ||
Senvest Management LLC (5) | 4,071,880 | 8.13% | ||
Barclays PLC (6) | 3,035,479 | 6.06% | ||
Named Executive Officers, Directors and Director Nominees: | ||||
Michael Komasinski | — | * | ||
Megan Clarken (7) | 196,412 | * | ||
Sarah Glickman (8) | 249,641 | * | ||
Ryan Damon (9) | 35,987 | * | ||
Brian Gleason (10) | — | * | ||
Nathalie Balla | 41,063 | * | ||
Stefanie Jay | 4,444 | * | ||
Frederik van der Kooi | 26,600 | * | ||
Marie Lalleman | 42,736 | * | ||
Edmond Mesrobian | 94,432 | * | ||
Rachel Picard | 59,363 | * | ||
Ernst Teunissen | 12,468 | * | ||
All executive officers, directors and director nominees as a group (12 persons) | 763,146 | 1.52% | ||
* Represents beneficial ownership of less than 1%. | ||||
(1)Includes Ordinary Shares represented by ADSs.
(2)Based on a Schedule 13G/A filed by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers
LLC on March 3, 2026 and includes 7,953,728 shares held by individual advisory clients and various registered
mutual funds that may be deemed beneficially owned by Neuberger Berman Group LLC and Neuberger Berman
Investment Advisors LLC. Neuberger Berman Group LLC has shared voting power of 5,867,080 shares and
shared dispositive power of 7,953,728 shares. Neuberger Berman Investment Advisers LLC has shared voting
power of 5,731,390 shares and shared dispositive power of 7,818,038 shares. The principal business address of
Neuberger Berman Group LLC and Neuberger Berman Investment Advisors LLC is 1290 Avenue of the
Americas, New York, NY 10104.
(3)Based on a Schedule 13G/A filed by DNB Asset Management AS (“DNB”) on February 4, 2026 and includes
5,486,161 shares held by a number of funds and managed accounts for which DNB is the investment manager
and of which DNB may be deemed to be the beneficial owner in its capacity as investment manager to such
clients. The principal address of DNB is Dronning Eufemias Gate 30, 0191 Oslo, Norway.
(4)Based on a Schedule 13G/A filed by Morgan Stanley and Morgan Stanley & Co. International plc on February 11,
2026 and includes 4,474,503 shares. Morgan Stanley has shared voting power of 4,456,486 shares and shared
dispositive power of 4,474,503 shares. Morgan Stanley & Co. International plc has shared voting power of
3,036,144 shares and shared dispositive power of 3,036,144 shares. The principal business address of Morgan
Stanley is 1585 Broadway, New York, NY 10036. The principal business address of Morgan Stanley & Co.
International plc is 25 Cabot Square Canary Wharf, London, E14 4QA, United Kingdom.
(5)Based on a Schedule 13G/A filed by Senvest Management, LLC and Richard Mashaal on August 11, 2025 and
includes shares in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP
(collectively, the “Investment Vehicles”). Senvest Management, LLC may be deemed to beneficially own the
securities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment
manager of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the
Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC.
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Senvest Management, LLC and Richard Mashaal have shared voting power of 4,071,880 shares and shared
dispositive power of 4,071,880 shares. The principal business address of Senvest Management, LLC and
Richard Mashaal is 540 Madison Avenue, 32nd Floor, New York, NY 10022.
(6)Based on a Schedule 13G filed by Barclays PLC on August 12, 2025. Barclays PLC has sole voting power of
775,479 shares, shared voting power of 2,260,000 shares, sole dispositive power of 775,479 shares and shared
dispositive power of 2,260,000 shares. The principal place of business of Barclays PLC is 1 Churchill Place,
London—E14 5HP.
(7)Ms. Clarken retired from the Board of Directors and her position as our Chief Executive Officer, effective
February 15, 2025, and her beneficial ownership is based on information available to the Company as of March
31, 2026.
(8)Includes 6,233 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.
(9)Includes 4,156 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.
(10)Mr. Gleason resigned from his position as Chief Revenue Officer and President, Retail Media, effective July 29,
2025, and his beneficial ownership is based on information available to the Company as of March 31, 2026.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review and Approval of Related Person Transactions
We have adopted written procedures concerning the review, approval or ratification of
transactions with our directors, executive officers and holders of more than 5% of our outstanding voting
securities and their affiliates, which we refer to as our related persons. Under SEC rules, a related person
is a director, executive officer, nominee for director, a holder of more than 5% of our outstanding voting
securities, an immediate family member (as defined under applicable SEC rules) of any of the foregoing,
or any person who was in such role at any time since the beginning of the last fiscal year. A related
person transaction is any transaction, arrangement or relationship (or any series of similar transactions,
arrangements or relationships) in which the Company or a subsidiary is a participant, where the amount
involved exceeds $120,000 and a related person had, has or will have a direct or indirect material
interest.
Directors, executive officers and nominees must complete an annual questionnaire and disclose
all potential related person transactions involving themselves and their immediate family members that
are known to them. Throughout the year, directors and executive officers must notify our Chief Legal and
Transformation Officer of any potential related person transactions as soon as they become aware of any
such transaction. Our Chief Legal and Transformation Officer informs the audit committee and the Board
of Directors of any related person transaction of which they are aware. The Board of Directors must
approve or ratify any related person transactions. The audit committee or the Board of Directors may, in
its discretion, engage outside counsel to review certain related person transactions.
During 2025, we have engaged in, or continued to be party to, the following related person
transactions.
Agreements with Our Directors and Executive Officers: Indemnification Arrangements
Under French law, provisions of by-laws that limit the liability of directors are prohibited. However,
French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities
incurred by any of their directors and officers involved in a third-party action, provided that they acted in
good faith and within their capacities as directors or officers of the Company. Criminal liability cannot be
indemnified under French law, whether directly by a company or through liability insurance.
We have entered into agreements with our directors and certain officers to provide liability
insurance to cover damages and expenses related to judgments, fines and settlements in any action
arising out of their actions as directors and officers. The agreements do not provide coverage for willful or
gross misconduct, actions by Criteo or derivative actions by shareholders on Criteo’s behalf, insider
trading, or actions in bad faith or contrary to Criteo’s best interest, or criminal or fraudulent proceedings.
Under French law, a director or officer may not be held liable to third parties for recklessness or gross
negligence not involving intentional misconduct, but rather only to the Company itself. Claims made by
Criteo or by any shareholder or other person on Criteo’s behalf are not indemnifiable. Director and officer
indemnification agreements and insurance are customary among listed companies in the United States,
including our peer companies. As a result, we believe that these arrangements are consistent with market
practice in our main competitive markets for director and executive talent and are therefore necessary to
attract qualified directors and executive officers.
Shareholders are asked to approve this arrangement with Ms. Jay at the Annual General Meeting
pursuant to Resolution 9. For more information, see “Resolution 9 —Vote on the Agreements Referred to
in Articles L. 225-38 et seq. of the French Commercial Code.”
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Other Relationships
In connection with our business, we enter into contracts and other commercial arrangements with
customers for digital advertising and other services in the ordinary course, some of which customers may
be affiliated with members of our Board of Directors. We review these and all other such transactions for
independence assessments for our Board of Directors and pursuant to our Conflicts of Interest and
Related Person Transaction Policy. For more information, see “Board of Directors and Corporate
Governance—Director Independence.”
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RESOLUTION 10:
VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO EXECUTE A
BUYBACK OF COMPANY STOCK
Pursuant to the following Resolution, shareholders are asked to approve a delegation of authority
to buy back the Company’s shares, under the conditions set forth in Article L. 225-209-2 of the French
Commercial Code, to use as acquisition consideration and/or to underlay incentive instruments granted to
the employees and executive officers of the Company and its subsidiaries.
External growth and, in particular, acquisitions, whether tuck-in, bolt-on or mid-sized, that would
enable us to strengthen our technology platform, product portfolio or team of key employees, particularly
in Product and Research & Development, are important areas of development for us. Potential targets of
strategic importance are mainly located in the highly competitive technology industry in the United States.
While the Board of Directors is mindful of the importance of maximizing its financial liquidity, particularly in
the context of the intense competition in the advertising technology industry, in order to take advantage of
potential opportunities, we must be able to act swiftly and with the greatest financial flexibility possible,
both in terms of our access to financial resources and our ability to structure consideration in a manner
that is attractive to U.S. targets.
Since equity-based incentives are a key component in the economics of the technology industry,
the Board of Directors wishes to enable us to use Company stock, among other means, as a potential
component of acquisition consideration. Because we are not listed in the European Union and are
therefore deemed a private company for French law purposes, our shareholders may not delegate their
authority to the Board of Directors to issue new shares as consideration for potential acquisitions without
first holding a special shareholders’ meeting. However, our shareholders may delegate authority to our
Board of Directors to repurchase outstanding shares in order to be able to use such shares as
consideration for potential acquisitions, rather than issuing new shares. Unlike most companies
incorporated under U.S. state law, which are generally able to repurchase their own shares without
shareholder approval, as a French company, subject to limited exceptions only, our Board of Directors
must have a specific delegation of authority in order to buy back our shares for limited pre-specified
purposes, including to be used as consideration for potential future acquisitions. You are therefore being
asked pursuant to Resolution 10 to renew our Board of Directors’ existing delegation of authority to buy
back our shares to use as consideration for potential acquisitions, which otherwise would expire on June
13, 2026.
In addition, equity-based compensation is an important tool for us to attract industry leaders of the
highest caliber in the technology industry and to retain them for the long term, as well as to ensure
employees’ interests are aligned with those of our shareholders. As a result, the scope of the
authorization being requested pursuant to Resolution 10 also allows us to use repurchased shares to
grant equity to our employees in a manner that would not be dilutive to our shareholders.
Furthermore, in order to give the Board of Directors the necessary flexibility to respond rapidly to
any change in market conditions, the shareholders are asked to approve that the authorization being
requested pursuant to Resolution 10 may be used to allocate the repurchased shares to shareholders of
the Company who, within five years of their repurchase, notify the Company of their intention to acquire
them in connection with an offering for sale organized by the Company in accordance with the conditions
set out in Article L.225-209-2 of the French Commercial Code.
The shareholders are also asked to approve the use of this authorization for any other purpose
that would be permitted by law on the date of such use, in the event that the permitted purposes for share
buyback programs are amended by law to bring them in line with the provisions of Article L. 22-10-62 of
the French Commercial Code applicable to companies listed on a European market.
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Share repurchases pursuant to this Resolution cannot exceed 10% of our share capital, and
share repurchases for potential future use as merger and acquisition consideration cannot exceed 5% of
our share capital. Any share repurchases pursuant to this Resolution must be carried out within the price
range $10.40 to $46.31 determined by an independent expert (as required by Article L. 225-209-2 of the
French Commercial Code) and approved by the shareholders pursuant to Resolution 10. The aggregate
cap on repurchases pursuant to this Resolution 10 is $257,760,950.59.
This delegation of authority would be effective for 12 months (valid through June 29, 2027) and
implemented under the conditions of Article L. 225-209-2 of the French Commercial Code. It would
supersede the corresponding delegation granted by the shareholders at last year’s Annual General
Meeting.
Our Board of Directors approved a share buy-back program in its meeting dated February 5,
2021 for an initial amount of USD $100 million, and extended it consecutively (i) to USD $175 million
during its meeting dated October 28, 2021, (ii) to USD $280 million during its meeting dated February 3,
2022, (iii) to USD $480 million during its meeting dated December 7, 2022, (v) to USD $630 million during
its meeting dated February 1, 2024, (vi) to USD $805 million during its meeting dated January 31, 2025
and (vii) to USD $1,005 million during its meeting dated February 6, 2026. Such share buy-back program
is designed to satisfy employee equity plan vesting, in lieu of issuing new shares, and potentially in
connection with M&A transactions.
Under no circumstances can the Board of Directors use this delegation of authority during an
unsolicited public tender offer by a third party on our shares.
The following documents will be made available to the shareholders entitled to vote at the Annual
General Meeting in accordance with Articles L. 225-115, R. 225-83 and R. 225-89 of the French
Commercial Code: (i) the report prepared by an independent expert appointed pursuant to the provisions
of Article L. 225-209-2 of the French Commercial Code and (ii) the Statutory Auditors’ report.
For the full text of Resolution 10, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 10.
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RESOLUTION 11:
VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE THE
COMPANY’S SHARE CAPITAL BY CANCELING SHARES AS PART OF THE AUTHORIZATION TO
BUY BACK SHARES
The shareholders are asked to grant all powers to the Board of Directors for the purpose of
canceling, on one or more occasions, all or part of the Company shares acquired as a result of the share
repurchases authorized by the shareholders pursuant to Resolution 10. The shares to be canceled
pursuant to this authorization shall not exceed 10% of our share capital in any 24-month period.
This authorization would be granted for a 12-month period (valid through June 29, 2027) and
supersedes the authorization for the same purpose granted by Resolution 15 of the Shareholders’
Meeting of June 13, 2025.
The authorizations with the same scope granted respectively by the Shareholders’ Meeting held
on June 25, 2024 and by the Shareholders' Meeting held on June 13, 2025 were used by the Board of
Directors, for the first authorization above-mentioned, on December 5, 2024, effective as of December 9,
2024, a total of 1,440,000 shares being thus canceled, and the second authorization above-mentioned,
on December 4, 2025, effective as of December 8, 2025, a total of 2,195,000 shares being thus canceled.
For the full text of Resolution 11, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 11.
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RESOLUTION 12:
VOTE ON THE AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO REDUCE
SHARE CAPITAL BY CANCELING SHARES ACQUIRED PURSUANT TO PROVISIONS OF ARTICLE
L. 225-208 OF THE FRENCH COMMERCIAL CODE
The shareholders are asked to grant all powers to the Board of Directors for the purpose of
carrying out a share capital reduction not motivated by losses, on one or more occasions, up to a
maximum amount of €139,149.725 which represents 10% of our share capital as of December 31, 2025,
by way of cancellation of a maximum of 5,565,989 of the Company’s shares with a par value €0.025 per
share, acquired by the Company in accordance with Article L. 225-208 of the French Commercial Code.
This authorization would allow the Company to comply with the provisions of Article L. 225-214 of
the French Commercial Code, which imposes the cancellation of shares purchased by the Company on
the grounds of Article L.225-208 that have not been allocated within one year of their repurchase.
This authorization would be granted for a 12-month period (valid through June 29, 2027) and
supersedes the authorization for the same purpose granted by Resolution 16 of the Shareholders’
Meeting of June 13, 2025.
This authorization shall not be used during a public tender offer by a third party.
For the full text of Resolution 12, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 12.
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RESOLUTION 13:
VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE
SHARE CAPITAL BY WAY OF A BUYBACK OF COMPANY STOCK FOLLOWING THE
CANCELLATION OF REPURCHASED STOCK
The shareholders are asked to grant all powers to the Board of Directors for the purpose of
carrying out, in one or more times, one or more repurchases of shares (or ADSs) within the limit of a
maximum number of 11,131,979 shares (representing approximately 20% of the share capital of the
Company as of December 31, 2025) of a nominal value of €0.025 per share for the purposes of canceling
them and resulting in the Company's share capital reduction not arising from losses, of a maximum
nominal amount of €278,299.475, in accordance with the provisions of Articles L.225-204 and L. 225-207
of the French Commercial Code.
Should the shareholders vote in favor of this Resolution, the Board of Directors would be
authorized to implement a share capital reduction by way of a share buyback offer to all Company
shareholders and cancellation of the shares tendered by the shareholders, and to determine its final
amount. The cancellation of the shares so repurchased would have an accretive effect on shareholders.
The per share repurchase price will be determined by the Board of Directors within the limit of a
maximum price of $46.31 per share (or the equivalent in euros on the date of implementation of this
delegation), i.e., a maximum aggregate amount of $515,521,947.490 based upon the above maximum
number of 11,131,979 shares.
The Company's creditors may object to the share capital reduction during a period of 20 days
following the filing at the Commercial Court registry of the minutes of the shareholders' meeting and of the
minutes of the deliberations of the Board of Directors implementing the delegation.
This authorization would be granted for an 18-month period (valid through December 29, 2027).
This authorization could not be implemented in the event of a public tender offer on the Company
by a third party.
For the full text of Resolution 13, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 13.
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EQUITY RESOLUTIONS
Introduction
The following is an overview of the equity plan-related proposal being submitted for the approval
of our shareholders, which is described in more detail below.
Our shareholders previously authorized us, pursuant to Resolution 18 at the 2025 Annual General
Meeting of June 13, 2025, to deliver up to 7,000,000 Ordinary Shares under our equity compensation
plans (the “Existing Equity Pool”). As of March 31, 2026, approximately 1,419,693 Ordinary Shares (or
904,263 full-value awards under our Fungible Share Ratio of 1.57, as discussed further below) remained
available for future delivery under the Existing Equity Pool. In the past year, the Company used only
treasury shares to settle vesting of equity awards and thus no incremental shareholder dilution resulted
from the settlement of such awards. The Board of Directors believes that, given our organic and external
growth strategy for 2026 and 2027, the Existing Equity Pool may be insufficient to meet our anticipated
needs prior to the 2027 Annual General Meeting.
Additionally, pursuant to Resolution 16 at the 2023 Annual General Meeting of June 13, 2023, our
shareholders authorized the Board of Directors to grant stock options to subscribe for or purchase
Ordinary Shares (“Options”) under the Amended 2016 Stock Option Plan (the “2016 Stock Option Plan”).
Further, pursuant to Resolutions 15 and 16 at the 2024 Annual General Meeting of June 25, 2024, our
shareholders authorized the Board of Directors to grant, respectively, (i) time-based restricted stock units
(“Time-Based RSUs” or “RSUs”) under the Amended and Restated 2015 Time-Based RSU Plan (the
“2015 Time-Based RSU Plan”) and (ii) performance-based RSUs (“PSUs”) under the Amended and
Restated 2015 Performance-Based Restricted Stock Unit Plan (the “2015 Performance-Based RSU
Plan”). The 2016 Stock Option Plan, the 2015 Time-Based RSU Plan, and the 2015 Performance-Based
RSU plan are herein referred to as the “Equity Plans.”
Pursuant to such Resolutions, the Board of Directors is authorized to grant Options until August
13, 2026 and is authorized to grant Time-Based RSUs and PSUs until August 25, 2027. We are asking
our shareholders to renew the authorization to grant Options pursuant to Resolution 14 at the Annual
General Meeting.
Additionally, pursuant to Resolution 15 below, we are requesting that shareholders authorize a
share reserve of 7,000,000 new Ordinary Shares, which will cover potential future grants under all three
Equity Plans from the date of the 2026 Annual General Meeting (the “New Equity Pool”). Once the
authorization for the New Equity Pool is approved by shareholders, we will no longer be able to
grant any equity awards from the Existing Equity Pool. We commit to reduce the New Equity Pool
by the number of shares that we grant under our Existing Equity Pool between March 31, 2026 and
June 29, 2026 (the 2026 Annual General Meeting date), unless the authorization for the New
Equity Pool is not approved by shareholders. All awards, whether settled through newly issued shares
or through the repurchase plan pursuant to Resolution 10, will be deducted from the New Equity Pool.
As of March 31, 2026, we held 5,561,756 treasury shares that could be used for equity incentive
instruments for our employees. These treasury shares were repurchased as part of our past share
repurchase programs and therefore can be used, within the appropriate time limits, for future RSU or PSU
grants, or delivered upon vesting of outstanding RSUs and PSUs, without any shareholder dilution. Our
intention is to prioritize the use of treasury shares upon the vesting of outstanding RSUs and PSUs (as
opposed to newly issued Ordinary Shares) in order to limit shareholder dilution.
Additionally, pursuant to the 2015 Time-Based RSU Plan and the 2015 Performance-Based RSU
Plan, any RSU or PSU granted would be counted against the New Equity Pool limit as 1.57 shares for
every one RSU or PSU granted (the “Fungible Share Ratio”). The Board of Directors considered this
Fungible Share Ratio in connection with its determination of the size of the New Equity Pool for
submission to our shareholders. With the Fungible Share Ratio, if we were to grant only RSUs and PSUs,
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the New Equity Pool would permit the delivery of a maximum of approximately 4,458,599 Ordinary Shares
under our equity compensation plans.
Historical Overhang and Annual Share Usage
While the use of equity is an important part of our compensation program, we are mindful of our
responsibility to our shareholders to exercise judgment in the granting of equity awards. As a result, we
evaluated both our “overhang percentage” and annual share usage, or “burn rate,” in considering the
advisability of the New Equity Pool and its potential impact on our shareholders.
•Overhang. The minimum and maximum overhang percentage before and after the New Equity
Pool, based on March 31, 2026 figures, are presented below:
Minimum Overhang | Maximum Overhang | |||
A: Stock Options and Warrants Outstanding Subject to Overhang(1) | 159,897 | 159,897 | ||
B: RSUs and PSUs(2) Outstanding Subject to Overhang | 5,967,539 | 5,967,539 | ||
C: Ordinary Shares Subject to Outstanding Awards Subject to Overhang (A+B) | 6,127,436 | 6,127,436 | ||
D: Ordinary Shares Available for Awards under the Existing Equity Pool Creating Overhang (3) | — | — | ||
E: Total (C+D) | 6,127,436 | 6,127,436 | ||
F: Ordinary Shares Outstanding as of March 31, 2026 | 50,098,139 | 50,098,139 | ||
G: Actual Overhang before the New Equity Pool (E / F) | 12.23% | 12.23% | ||
H: Ordinary Shares in New Equity Pool Subject to Overhang | — | 7,000,000 | ||
I: Actual Overhang after the New Equity Pool ((C-D+H) / F) | 12.23% | 26.20% | ||
(1) The weighted average exercise price is $17.97 and the weighted average remaining contractual term is 3.1 years. | ||||
(2) Reflects PSUs granted in February 2026 at target. The maximum payout potential is 200% of target. For additional information on this, see the Compensation Discussion & Analysis section. | ||||
(3) Reflects that the Company used only treasury shares to settle vesting of awards from the Existing Equity Pool and assumes continued use of treasury shares under such pool. Any shares awarded under existing pool after March 31, 2026, will be deducted from the new pool. | ||||
Because we have used and intend to use only treasury shares to settle vested equity awards
from the Existing Equity Pool, the 12.23% minimum overhang represents the number of outstanding
equity awards divided by 50,098,139 Ordinary Shares outstanding as of March 31, 2026 (the “overhang
percentage”).
Once the authorization for the New Equity Pool is approved by shareholders, we will no longer be
able to grant any equity awards from the Existing Equity Pool. Taking into account the 7,000,000 shares
(option/SAR equivalent) we will have available for future awards under the New Equity Pool, based on
March 31, 2026 figures, our effective overhang percentage would be a minimum of 12.23% or a maximum
of 26.20%, depending on our utilization of treasury shares in the future upon the vesting of outstanding
RSUs and PSUs.
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•Annual Share Usage. The annual share usage, or burn rate, under our equity compensation
program for the last three fiscal years was as follows:
Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | Three-Year Average | |||||
A: Stock Options and Warrants Granted | 0 | 0 | 0 | — | ||||
B: RSUs Granted | 2,459,692 | 1,613,009 | 1,894,491 | 1,989,064 | ||||
C: PSUs Granted(1) | 868,948 | 1,104,534 | 534,605 | 836,029 | ||||
D: PSUs Earned | 143,997 | 366,880 | 406,298 | 305,725 | ||||
E: Total Options, Stock Options and Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | 2,603,689 | 1,979,889 | 2,300,789 | 2,294,789 | ||||
F: Basic Weighted Average Ordinary Shares Outstanding | 52,934,526 | 54,817,136 | 56,170,658 | 54,640,773 | ||||
G: Burn Rate (E/F) | 4.92% | 3.61% | 4.10% | 4.21% | ||||
(1) Note that PSUs granted are shown at maximum rather than target. The increase in PSUs for 2024 reflects the change of the maximum from 150% to 200%, and the increase in performance-based LTI for executives as a percentage of total LTI (50% to 70% for the CEO and 50% to 60% for other named executive officers). The earned number includes the results of the first tranche of TSR PSUs for 2024, as well as the financial PSUs for 2025. | ||||||||
Although our future annual share usage will depend upon and be influenced by a number of
factors, such as the number of plan participants and the price per share of our Ordinary Shares, the
maximum of 7,000,000 Ordinary Shares reserved for delivery under the New Equity Pool
(or approximately 4,458,599 full-value awards under our Fungible Share Ratio of 1.57) will enable us to
continue to utilize equity awards as an important component of our compensation program and help meet
our objectives to attract, retain and incentivize talented personnel. The calculation of the New Equity Pool
took into account, among other things, our share price and volatility, our share burn rate and overhang,
the existing terms of our outstanding awards and the Fungible Share Ratio with respect to the grant of
RSUs and PSUs. The Company also considered the guidelines of proxy advisory firms in connection with
the features of our equity compensation plans. The results of this analysis were presented to the
compensation committee and the Board of Directors for their approval. Upon approval of Resolution 15,
based on the factors described above, we estimate that the pool of available shares would last for
approximately one (1) year.
Background of Criteo Equity Compensation Plans
We currently maintain the following equity compensation plans and arrangements: (i) the 2015
Time-Based RSU Plan, pursuant to which we grant RSUs to our employees and may grant RSUs to our
corporate officers listed in Article L. 225-197-1 II of the French Commercial Code, (ii) the 2015
Performance-Based RSU Plan, pursuant to which we grant PSUs to our corporate officers listed in Article
L. 225-197-1 II of the French Commercial Code, and certain employees, including Named Executive
Officers, members of executive management and other employees, and (iii) the 2016 Stock Option Plan,
pursuant to which we grant stock options to the corporate officers listed in Article L. 225-185 of the French
Commercial Code and employees (same persons as for (ii)).
The 2015 Time-Based RSU Plan and 2015 Performance-Based RSU Plan were each adopted by
our Board of Directors on July 30, 2015, and initially approved by our shareholders at the Combined
Shareholders’ Meeting on October 23, 2015. Our shareholders approved an amendment to each of the
2015 Time-Based RSU Plan and the 2015 Performance-Based RSU Plan to change the Fungible Share
Ratio from 2.5 to 1.57 at the 2016 Annual General Meeting on June 29, 2016. The 2016 Stock Option
Plan was adopted by our Board of Directors on April 7, 2016, and initially approved by our shareholders at
the 2016 Annual General Meeting on June 29, 2016. At the 2025 Annual General Meeting held on June
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13, 2025, our shareholders approved an amendment to the 2016 Stock Option Plan, to extend its 10 year
term through to June 13, 2035.
The purposes of our equity compensation plans and arrangements are to: (i) attract and retain the
best available personnel, in particular for positions of substantial responsibility; (ii) provide long-term
incentives to grantees; (iii) align interests of grantees with the long-term interests of our shareholders; and
(iv) promote the success of the Company’s business.
All equity and option awards to our named executive officers and certain other executives under
the 2016 Stock Option Plan, the 2015 Time-Based RSU Plan and the 2015 Performance-Based RSU
Plan are subject to our clawback policy, which was adopted by our Board of Directors in October 2023
and which incorporates the requirements of Rule 10D-1 under the Exchange Act, and the applicable
Nasdaq listing standards. The clawback policy requires us to recoup erroneously awarded incentive-
based compensation from current and former executive officers (as such term is defined in Rule 10D-1,
for purposes of this section, a “Section 16 officer”) in the event that the Company is required to prepare
an accounting restatement due to material noncompliance with any financial reporting requirement under
securities laws. The clawback policy became effective with respect to incentive-based compensation
received by such Section 16 officers on or after October 2, 2023. A copy of the clawback policy is filed as
Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with
the SEC on February 26, 2026.
Equity Compensation for Employees
Long-term incentive compensation in the form of equity awards is an important tool for us to
attract industry leaders of the highest caliber in the technology industry and to retain them for the long
term. We currently grant RSUs, subject only to time-based vesting, and PSUs, subject to the achievement
of performance goals and time-based vesting, to our executive officers and certain other members of
management and employees, as determined by the Board of Directors. The mix of equity incentives that
we grant to our employees and executives, as appropriate, has been designed to ensure retention,
shareholder alignment and, in the case of our executives, a pay-for-performance executive compensation
program.
See “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive
Compensation Program—Long-Term Incentive Compensation” for a detailed description of the equity
compensation provided to our named executive officers.
At the 2023 Annual General Meeting, we sought and received the approval of renewed
authorization from our shareholders to grant stock options (Resolution 16 adopted at the 2023 Annual
General Meeting). At the 2024 Annual General Meeting, we sought and received the approval or renewed
authorization from our shareholders to grant RSUs (Resolution 15 adopted at the 2024 Annual General
Meeting) and PSUs (Resolution 16 adopted at the 2024 Annual General Meeting) and at the 2025 Annual
General Meeting, we received shareholder approval of an overall share reserve of 7,000,000 Ordinary
Shares (the Existing Equity Pool, as defined above) to cover all issuances under the foregoing equity
compensation plans from the date of the 2025 Annual General Meeting (Resolution 18 adopted at the
2025 Annual General Meeting) that may be issued or delivered pursuant to stock options as set forth by
Resolution 16 of the 2023 Annual General Meeting of June 13, 2023 and RSUs and PSUs as set forth by
Resolutions 15 and 16 of the 2024 Annual General Meeting of June 25, 2024, as from the date of the
2025 Annual General Meeting. Once the authorization for the New Equity Pool (as defined above) is
approved by our shareholders, we will no longer be able to grant any equity awards from the Existing
Equity Pool.
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Equity Compensation for Directors
We believe that a combination of cash and equity is the best way to attract and retain directors
with the background, experience and skills necessary for a company such as ours, and is in line with the
global technology industry’s practice. We further believe that a substantial portion of the remuneration that
we pay to directors should facilitate their investment in Company securities, considering that, under
French law, non-employee directors may not be granted stock options or restricted stock awards (non-
employee directors may only be compensated in cash via their attendance fees). Equity ownership and
shareholder alignment are essential components of our corporate governance and compensation
philosophy. For more information on the compensation provided to our independent directors, see
“Director Compensation—Independent Director Compensation.”
Description of Principal Features of our Equity Compensation Plans and Amendments to Plans
Pursuant to SEC requirements, we are providing the following descriptions of the material terms
of the equity compensation plans and arrangements that will collectively be subject to the requested New
Equity Pool, including the 2016 Stock Option Plan, as amended by our Board of Directors on April 9,
2025, the 2015 Time-Based RSU Plan, as amended by our Board of Directors on April 28, 2026 and the
2015 Performance-Based RSU Plan, as amended by our Board of Directors on April 28, 2026. The
following description of the material terms of our equity compensation plans and arrangements is qualified
in its entirety by the complete text of the plans, which are attached as Appendix A, Appendix B and
Appendix C, respectively, to this proxy statement as filed with the SEC.
Description of Amendments to Plans
There are no amendments to the 2016 Stock Option Plan, as last amended by our Board of
Directors on April 9, 2025 and approved by shareholders on June 13, 2025, and no material amendments
to the 2015 Time-Based RSU Plan or 2015 Performance-Based RSU Plan. The amendments to the 2015
Time-Based RSU Plan and the 2015 Performance-Based RSU Plan adopted by our Board of Directors on
April 28, 2026 were to clarify that the Board of Directors has the sole discretion to determine whether
dividend equivalents will be accumulated with respect to RSUs granted under the 2015 Time-Based RSU
Plan or PSUs granted under the 2015 Performance-Based RSU Plan, and set out the methods through
which any such dividend equivalents may be credited or paid, including in the form of cash, Ordinary
Shares or through reinvestment in additional RSUs and/or PSUs or in such other manner as the Board of
Directors may determine in its sole discretion. However, consistent with the prior 2015 Time-Based RSU
Plan and 2015 Performance-Based RSU Plan, in no event may any such dividend equivalents
accumulated prior to vesting of RSUs or PSUs be paid to the RSU or PSU holder if the corresponding
RSUs or PSUs do not vest.
Description of Principal Features of the Amended 2016 Stock Option Plan
Types of Awards; Eligibility. The 2016 Stock Option Plan provides for the discretionary grant of
options to purchase our Ordinary Shares to our employees and generally to employees of any company
in which we hold, directly or indirectly, 10% or more of the share capital and voting rights as of the date of
the grant. Approximately 3,591 employees, including approximately 10 corporate officers, whether listed
in the 2016 Stock Option Plan as eligible beneficiaries or employed by the Company or by any affiliated
company under the terms and conditions of an employment contract, are eligible to be selected to
participate in the 2016 Stock Option Plan. Participants in the 2016 Stock Option Plan will be determined
at the discretion of the Board of Directors. Options granted under the 2016 Stock Option Plan may be
intended to qualify as incentive stock options within the meaning of Section 422 of the U.S. Internal
Revenue Code of 1986, as amended (the “Code” and such awards, “ISOs”), or may be options that do not
qualify as ISOs (“NSOs”).
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Shares Available; Certain Limitations. The maximum number of shares that may be issued or
delivered upon the exercise of options granted pursuant to Resolution 17 of the 2024 Annual General
Meeting of June 25, 2024 will not exceed the overall number of shares remaining available for delivery in
the New Equity Pool which is subject to shareholder approval (Resolution 15). Subject to the foregoing,
the maximum number of Ordinary Shares that may be granted as ISOs is 4,600,000. Securities resulting
from option exercises under the 2016 Stock Option Plan may consist of authorized but unissued Ordinary
Shares or existing shares of Criteo (treasury shares). If an option expires for any reason without having
been exercised in full, the Ordinary Shares subject to the unexercised portion of the option will be
available for future grants under the 2016 Stock Option Plan. However, any shares delivered by an option
holder or withheld by Criteo in payment of the subscription or exercise price and/or any tax withholding
obligations or purchased on the open market with cash proceeds received from the exercise of options
will be deemed delivered and will not be available for future grant.
Individual Award Limitation. The maximum number of Ordinary Shares that may be granted
under options in any fiscal year of Criteo to any individual employee is 2,200,000 Ordinary Shares.
Administration. The 2016 Stock Option Plan is administered by the Board of Directors. Subject to
the provisions of the 2016 Stock Option Plan, the Board of Directors will have the authority, in its
discretion, to: (i) determine the fair market value of our Ordinary Shares; (ii) determine individuals to
whom options may be granted; (iii) select the individuals and determine whether and to what extent
options may be granted; (iv) approve or amend forms of option agreement; (v) determine the terms and
conditions of options, consistent with the plan terms; (vi) construe and interpret the terms of the 2016
Stock Option Plan and options granted thereunder; (vii) prescribe, amend and rescind rules and
regulations relating to the 2016 Stock Option Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; (viii) modify or
amend each option, including the discretionary authority to accelerate the vesting of options, to allow for
options to continue to vest after an optionee’s termination, or to extend the post-termination exercise
period of options after the termination of the employment agreement or the end of the term of office,
longer than is otherwise provided for in the 2016 Stock Option Plan, but in no event beyond the original
term of the option; (ix) authorize any person to execute on behalf of Criteo any instrument required to
effect the grant of an option previously granted by the Board of Directors (x) determine the terms and
restrictions applicable to options; and (xi) make all other such determinations deemed necessary or
appropriate to administer the 2016 Stock Option Plan. The Board of Directors’ decisions, determinations
and interpretations will be final and binding on all option holders and other concerned parties.
Exercisability and Vesting: Minimum One-Year Vesting Period. The exercise price of an option
granted pursuant to the 2016 Stock Option Plan must be equal to the fair market value of the underlying
share, which, consistent with French market practice, is set by Criteo at the higher of (i) the closing price
on the day prior to the grant date and (ii) 95% of the average closing price during the 20 trading days prior
to the grant date. The 2016 Stock Option Plan, as amended by our Board of Directors on April 9, 2025
provides that, in addition to the minimum price specified above, the exercise price of an option to acquire
treasury shares may not be less than 80% of the average price paid by Criteo for the purchase of the
treasury shares. At the time an option is granted, the Board of Directors will fix the vesting period. Any
options granted under the 2016 Stock Option Plan will be subject to a vesting period of at least one year,
provided that options representing a maximum of 5% of the New Equity Pool may be granted without any
minimum vesting period. Criteo may nonetheless grant options that contain rights to accelerated vesting
upon termination of employment (including on death, as required by French law), or otherwise exercise
discretion to accelerate vesting under the 2016 Stock Option Plan.
Options, once vested, may be exercised during their term, which will be no more than nine years
and six months from the date of grant of the option except in the case of an option holder’s death or
disability during such term. To exercise an option, the option holder may pay the exercise price in cash or
by such other methods as permitted by the Board of Directors, such as by the Company’s withholding in
Ordinary Shares with a value sufficient to cover the aggregate exercise price.
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No Repricing: The Board of Directors may not reduce the exercise price of an option without
shareholder approval or cancel an option in exchange for a replacement option with a lower exercise
price or for cash, other than in the case of a capitalization adjustment or a change in control, as provided
in the 2016 Stock Option Plan.
Equitable Adjustments. In the event of the carrying out by Criteo of any of the financial operations
pursuant to Article L. 225-181 of the French Commercial Code as follows: (i) amortization or reduction of
share capital, (ii) a change to the allocation of profits, (iii) a distribution of free shares, (iv) capitalization of
reserves, profits or issuance premiums or (v) an issuance of shares or securities giving right to shares to
be subscribed for in cash or by set-off of existing indebtedness offered exclusively to shareholders, the
Board of Directors will take the required measures to protect the interest of the option holders in the
conditions set forth in Article L. 228-99 of the French Commercial Code.
Additionally, in the event of a change in corporate capitalization, such as a stock split, or a
corporate transaction, such as any merger, consolidation, separation, including a spin off/split-up, or other
distribution of stock or property of Criteo, any reorganization or any partial or complete liquidation of
Criteo, the Board of Directors may make such adjustment in the number and class of Ordinary Shares
which may be delivered under the 2016 Stock Option Plan, in the exercise or purchase price per share
under any outstanding option, and in the individual and ISO option limits as it determines to be
appropriate and equitable, in its sole discretion, to prevent dilution or enlargement of rights. No such
adjustment will cause any option which is or becomes subject to Section 409A of the Code (“Section
409A”) to fail to comply with the requirements of such section.
Award Treatment Upon a Change in Control. Unless otherwise provided by the Board of
Directors, in an agreement between Criteo or its affiliates and the option holder or in the applicable award
agreement, in the event of a change in control (as defined in the 2016 Stock Option Plan), each
outstanding option will be assumed or an equivalent option or right substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In the event that the successor
corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute
for the outstanding options, each option that is not assumed or substituted for, will accelerate and become
fully vested and exercisable prior to the consummation of the change in control at such time and on such
conditions as the Board of Directors determines. In addition, if an option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a change in control, the Board of Directors
will notify the relevant option holder in writing or electronically that his or her option will be fully vested and
exercisable for a period of time, which will not be less than 10 days, determined by the Board of Directors
in its sole discretion, and the option will terminate upon the expiration of such period.
An option will be considered assumed if: (i) following the change in control, the option confers the
right to purchase or receive, for each share subject to the option immediately prior to the change in
control, the consideration (whether stock, cash or other securities or property) or the fair market value of
the consideration received in the change in control by holders of shares for each such share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares), provided that the
consideration received in the change in control is not solely common stock of the successor corporation
or its parent, the Board of Directors may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of an option for each share subject to such option to be
solely common stock of the successor corporation or its parent equal in fair market value to the per share
consideration received by holders of common stock of Criteo in the change in control; (ii) any securities of
the successor corporation or its parent forming part of the substitute option following the change in control
are freely tradable on a major stock exchange; and (iii) the option otherwise remains subject to the same
terms and conditions that were applicable to the option immediately prior to the change in control.
Notwithstanding any provision of the 2016 Stock Option Plan to the contrary, in the event that
each outstanding option is not assumed or substituted in connection with a change in control, the Board
of Directors may, in its discretion, provide that each option shall, immediately upon the occurrence of a
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change in control, be canceled in exchange for a payment in cash or securities in an amount equal to (x)
the excess (if any) of the consideration paid per share in the change in control over the exercise or
purchase price per share subject to the option multiplied by (y) the number of shares granted under the
option. Without limiting the generality of the foregoing, in the event that the exercise or purchase price per
share subject to the option is greater than or equal to the consideration paid per share in the change in
control, then the Board of Directors, in its discretion, cancel such option without any consideration upon
the occurrence of a change in control.
Clawback. In October 2023, we adopted a clawback policy, which incorporates the requirements
of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy
requires us to recoup erroneously awarded incentive-based compensation from current and former
executive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16
officer”) in the event that the Company is required to prepare an accounting restatement due to material
noncompliance with any financial reporting requirement under securities laws. The clawback policy
became effective with respect to incentive-based compensation received by such Section 16 officers on
or after October 2, 2023. Under the 2016 Stock Option Plan, all options will also be subject to any
clawback required by applicable laws, regulations or trading rules of any exchange on which the
Company’s shares are listed at such time.
Share Ownership Guidelines. The 2016 Stock Option Plan reflects that Ordinary Shares acquired
pursuant to options may need to be held by the option holder to comply with Criteo’s Share Ownership
Guidelines.
Amendment and Termination of the Plan. The Board of Directors will have the authority to amend,
alter, suspend or terminate the 2016 Stock Option Plan at any time. Criteo will obtain shareholder
approval of any amendment to the extent necessary and desirable to comply with applicable laws
(including the requirements of any exchange or quotation system on which Criteo’s ADSs or Ordinary
Shares may then be listed or quoted). Such shareholder approval, if required, will be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. If not terminated
earlier by the Board of Directors, the 2016 Stock Option Plan, as amended and restated on April 9, 2025,
will remain in effect until June 13, 2035.
Dividends and Dividend Equivalents. Option holders do not have any right to receive any
dividends paid prior to the date of exercise of such Option and in no event are dividend equivalents
payable with respect to Options under the 2016 Stock Option Plan.
Governing Law. The 2016 Stock Option Plan is governed by the laws of the French Republic.
Description of Principal Features of the 2015 Time-Based RSU Plan
Types of Awards; Eligibility. The 2015 Time-Based RSU Plan provides for the grant of RSUs to
our employees and employees of any company or group in which we hold, directly or indirectly, 10% or
more of the share capital and voting rights as of the date of the grant, as well as to our corporate officers
under Article L. 225-197-1 II of the French Commercial Code (i.e., currently including the chairperson of
the Board of Directors, the Chief Executive Officer and certain of our other executive officers).
Approximately 3,591 employees (not including any new hires in 2026), including approximately 10
corporate officers, are eligible to be selected to participate in the 2015 Time-Based RSU Plan.
Participants in the 2015 Time-Based RSU Plan are determined at the discretion of the Board of Directors.
Shares Available; Certain Limitations. The maximum number of shares that may be granted or
vested free of charge pursuant to Resolution 15 of the 2024 Annual General Meeting of June 25, 2024 will
not exceed the overall number of shares remaining available for delivery in the New Equity Pool, which is
subject to shareholder approval (Resolution 15). Any RSUs granted under the 2015 Time-Based RSU
Plan are counted against the New Equity Pool limit as 1.57 shares for every one RSU granted, including
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any RSUs or Ordinary Shares relating to dividend equivalents on RSUs. RSUs subject to the 2015 Time-
Based RSU Plan may consist of authorized but unissued or existing Ordinary Shares of Criteo.
In the event that an RSU is terminated or canceled without having vested, the Ordinary Shares
subject to the unvested and forfeited portion of the RSUs will, provided the 2015 Time-Based RSU Plan is
still in effect, again be available for future awards to the 2015 Time-Based RSU Plan or the 2015
Performance-Based RSU Plan.
Notwithstanding any provision of the 2015 Time-Based RSU Plan to the contrary, shares withheld
or reacquired by Criteo in satisfaction of tax withholding obligations with respect to a grantee will not
again be available for delivery under the 2015 Time-Based RSU Plan.
Administration. The 2015 Time-Based RSU Plan is administered by the Board of Directors.
Subject to the provisions of the 2015 Time-Based RSU Plan, the Board of Directors has the authority, in
its discretion, to determine (i) the terms, conditions and restrictions applicable to RSUs (which need not
be identical) granted to any grantee and any shares acquired pursuant to such grant and (ii) whether, to
what extent, and under what circumstances RSUs may be settled, canceled, forfeited, exchanged or
surrendered.
Vesting and Minimum Vesting Period. RSUs will vest at the times and upon the conditions that
the Board of Directors may determine, as reflected in an applicable award agreement. RSUs granted
under the 2015 Time-Based RSU Plan vest solely on the basis of continued employment through the end
of the vesting period, provided that (unless otherwise determined by the Board of Directors at the time of
grant and except for grantees who are subject to taxation in certain enumerated countries) if a grantee
leaves the Company more than one year after the grant date of the RSUs but before the first vesting date,
they will receive a pro-rata portion of the grant on the first vesting date and the rest of the award will be
automatically forfeited. RSUs have a minimum vesting period of one year. Additionally, RSUs are subject
to a holding period of one year, provided the Board of Directors may reduce or remove the holding period
entirely so long as the vesting period and any holding period, taken together, last at least two years after
the grant date.
Equitable Adjustments. In the event certain changes occur to Criteo’s capitalization such as (i) an
amortization or reduction of its share capital, (ii) a change to the allocation of its profits, (iii) a distribution
of its free shares, (iv) the capitalization of reserves, profits, issuance premiums or (v) an issuance of
shares or securities giving right to shares to be subscribed for in cash or by set-off of existing
indebtedness offered exclusively to the shareholders, the Board of Directors may adjust the maximum
number of Ordinary Shares underlying RSUs or take other such action as may be provided in Article L.
225-181 and Article L. 228-99 of the French Commercial Code.
Award Treatment Upon a Change in Control. In the event of a change in control (as defined in the
2015 Time-Based RSU Plan), if a successor corporation or a parent or subsidiary of the successor
corporation does not agree to assume or substitute outstanding RSUs, and only if the RSUs were granted
at least one year prior to the date of the change in control, the restrictions and forfeiture conditions
applicable to the RSUs will lapse and the RSUs will be deemed fully vested prior to the consummation of
a change in control. RSUs granted within one year prior to the consummation of the change in control will
either be assumed, substituted or canceled, as set forth below.
A successor corporation or a parent or subsidiary of a successor corporation will be considered to
have assumed or substituted for outstanding RSUs where: (i) following the change in control, the terms of
the RSU provide the right to receive, for each ordinary share of Criteo subject to the RSU immediately
prior to the change in control, the consideration (whether stock, cash or other securities or property) or the
fair market value of the consideration that the shareholders of Criteo received for their ordinary share on
the effective date of the change in control (if the consideration received by the shareholders does not
consist solely of common stock of the successor corporation or its parent, the Board of Directors may,
with the consent of the successor corporation, provide for the consideration to be received for each RSU
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to consist of common stock of the successor corporation or its parent, which is equal in fair market value
to the per share consideration received by the shareholders of the Company in the change in control); (ii)
any securities of the successor corporation or its parent forming part of the RSUs following the change in
control are freely tradable on a major stock exchange; and (iii) the RSUs otherwise remain subject to the
same terms and conditions that were applicable immediately prior to the change in control.
Except as would otherwise result in adverse tax consequences under Section 409A, the Board of
Directors may, in its discretion, provide that each RSU will, immediately upon the occurrence of a change
in control, be canceled in exchange for a payment in cash or securities in an amount equal to (i) the
consideration paid per ordinary share of Criteo in the change in control multiplied by (ii) the number of
shares subject to each RSU. The Board of Directors will not be required to treat each outstanding grant of
RSUs similarly. The 2015 Time-Based RSU Plan provides the Board of Directors discretion to determine
how such cancellation payments are made, including subjecting such payments to vesting conditions
comparable to the RSUs surrendered, subjecting such payments to escrow or holdback provisions
comparable to those imposed upon Criteo’s shareholders in connection with the change in control, or
calculating and paying the present value of payments that would otherwise be subject to escrow or
holdback terms.
Clawback. In October 2023, we adopted a clawback policy, which incorporates the requirements
of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy
requires us to recoup erroneously awarded incentive-based compensation from current and former
executive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16
officer”) in the event that the Company is required to prepare an accounting restatement due to material
noncompliance with any financial reporting requirement under securities laws. The clawback policy
became effective with respect to incentive-based compensation received by such Section 16 officers on
or after October 2, 2023. Under the 2015 Time-Based RSU Plan, all RSUs are also subject to any
clawback required by applicable laws, regulations or trading rules of any exchange on which the
Company’s shares are listed at such time.
Share Ownership Guidelines. The 2015 Time-Based RSU Plan reflects that Ordinary Shares
acquired pursuant to RSUs may need to be held by the grantee to comply with Criteo’s Share Ownership
Guidelines.
Amendment and Termination of the Plan. The Board of Directors has the authority to amend,
alter, suspend or terminate the 2015 Time-Based RSU Plan at any time. Criteo will obtain shareholder
approval of any amendment to the extent necessary and desirable to comply with applicable laws
(including the requirements of any exchange or quotation system on which Criteo’s ADSs or Ordinary
Shares may then be listed or quoted). Such shareholder approval, if required, will be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation.
Prohibition on Payment of Dividends Prior to Vesting. Since April 23, 2020, the 2015 Time-Based
RSU Plan has expressly prohibited any payment of dividends or dividend equivalents accumulated prior
to the vesting of RSU awards if such RSU awards do not become vested. On April 28, 2026, we amended
the 2015 Time-Based RSU Plan to clarify the Board of Directors' discretion regarding the accumulation of
dividend equivalents prior to the vesting of RSUs awards and the manner in which such dividend
equivalents may be accumulated, whether in cash or Ordinary Shares or through the reinvestment in
additional RSUs or in such other manner as the Board of Directors may determine. However, in all cases,
such dividend equivalents will be subject to the same conditions and restrictions (including without
limitation, any forfeiture conditions) as the RSUs to which they are attributable. RSUs that do not vest do
not give a right to any dividend paid or dividend equivalent accumulated prior to the applicable vesting
date.
Governing Law. The 2015 Time-Based RSU Plan is governed by the laws of the French Republic.
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Description of Principal Features of the 2015 Performance-Based RSU Plan
Types of Awards; Eligibility. The 2015 Performance-Based RSU Plan provides for the
discretionary grant of PSUs to our named executive officers, as well as to certain members of executive
management and other employees and employees of any company or group in which Criteo holds,
directly or indirectly, 10% or more of the share capital and voting rights as of the date of the grant. A total
of approximately 3,591 employees (not including any new hires in 2026), including the Chief Executive
Officer and the other two executive officers, are eligible to be selected to participate in the 2015
Performance-Based RSU Plan; however, based on past practice of the compensation committee and the
Board of Directors, only members of our leadership team are generally selected to participate in the 2015
Performance-Based RSU Plan). Participants in the 2015 Performance-Based RSU Plan are determined
at the discretion of the Board of Directors. For the number of employees employed by us and our
subsidiaries, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31,
2025 filed with the SEC on February 26, 2026.
Shares Available; Certain Limitations. The maximum number of shares that may be granted or
that may vest free of charge pursuant to PSUs issued under Resolution 16 of the 2024 Annual General
Meeting of June 25, 2024 (or any renewal of such authorization) will not exceed the overall number of
shares remaining available for delivery in the New Equity Pool, which is subject to shareholder approval
(Resolution 15). In the event that a PSU is terminated or canceled without having vested, the Ordinary
Shares relating to the unvested and forfeited portion of the PSU will, provided the 2015 Performance-
Based RSU Plan is still in effect, again be available for future awards to the 2015 Performance-Based
RSU Plan or the 2015 Time-Based RSU Plan. Notwithstanding any provision of the 2015 Performance-
Based RSU Plan to the contrary, shares withheld or reacquired by Criteo in satisfaction of tax withholding
obligations with respect to a grantee will not again be available for issuance or transfer under the 2015
Performance-Based RSU Plan. Any PSUs granted under the 2015 Performance-Based RSU Plan are
counted against the New Equity Pool limit as 1.57 shares for every one PSU granted, including any PSUs
or Ordinary Shares relating to dividend equivalents or PSUs. PSUs subject to the 2015 Performance-
Based RSU Plan may consist of authorized but unissued or existing Ordinary Shares of Criteo.
Individual Award Limitation. With respect to any PSU granted under the 2015 Performance-Based
RSU Plan, unless otherwise determined by the Board of Directors, no single individual will be granted
PSUs in respect of more than 1,000,000 Ordinary Shares for any single fiscal year.
Administration. The 2015 Performance-Based RSU Plan is administered by the Board of
Directors. Subject to the provisions of the 2015 Performance-Based RSU Plan, the Board of Directors has
the authority, in its discretion, to determine (i) the terms, conditions and restrictions applicable to PSUs
(which need not be identical) to any participant and any shares acquired pursuant to such grant and (ii)
whether, to what extent, and under what circumstances PSUs may be settled, canceled, forfeited,
exchanged or surrendered.
Vesting and Minimum Vesting Period. PSUs will vest at the times and upon the conditions that
the Board of Directors may determine, as reflected in an applicable award agreement. PSUs granted
under the 2015 Performance-Based RSU Plan will vest (i) on the basis of time, provided that the
participant remains employed with us through the end of the vesting period (subject to the following
sentence), and (ii) on the basis of an attainment of one or more performance targets determined by the
Board of Directors at the time of grant. Unless otherwise determined by the Board of Directors at the time
of grant, if a grantee leaves the Company more than one year after the grant date of the PSUs but before
the first vesting date and any of the performance targets related to the grant have been met at 100%
attainment or higher, the grantee will receive the portion of their grant relating to those performance
targets that have been fully met on the first vesting date, and the rest of the award will be automatically
forfeited. In accordance with French law, PSUs have a minimum vesting period of one year. Additionally,
PSUs are subject to a holding period of one year, provided the Board of Directors may reduce or remove
the holding period entirely so long as the vesting period and any holding period, taken together, last at
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least two years after the grant date. However, in the event of termination of a grantee’s employment due
to the grantee’s disability or death, the time-based vesting conditions will be deemed met and the PSUs
will vest to the extent that the performance targets have been attained, as determined by the Board of
Directors as of the grantee’s disability or death.
The ultimate acquisition by the recipients of PSU grants of any shares subject to the PSUs is
subject to or conditioned upon, in whole or in part, the achievement of certain performance criteria. At the
time of grant, the Board of Directors will establish in writing the applicable performance period,
performance award formula and one or more performance targets which, when measured at the end of
the performance period, will determine, on the basis of the performance award formula, the final number
of shares to be acquired by the participant. The Board of Directors will have full power and final authority,
in its discretion, to alter or cancel the performance targets or performance award formula applicable to a
grantee, including, without limitation, in the event that the participant changes roles or functions within
Criteo or any of our affiliates during the performance period.
Performance Targets. Performance will be evaluated by the Board of Directors on the basis of
targets to be attained with respect to one or more measures of business or financial performance
(“Performance Criteria”). Except as otherwise determined by the Board of Directors and, in each case, to
the extent applicable, Performance Criteria will have the same meanings as used in our financial
statements, or, if such terms are not used in our financial statements, they will have the meaning applied
pursuant to generally accepted accounting principles or as used generally in the Company’s industry.
Except as otherwise determined by the Board of Directors, the Performance Criteria applicable to the
acquisition of shares subject to a PSU will be calculated in accordance with generally accepted
accounting principles and will exclude the effect (whether positive or negative) of any change in
accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Board of
Directors, occurring after the establishment of the performance targets applicable to the acquisition of the
shares. Each such adjustment, if any, will be made solely for the purpose of providing a consistent basis
from period to period for the calculation of Performance Criteria in order to prevent the dilution or
enlargement of the participant’s rights with respect to the acquisition of the shares subject to the PSUs.
Performance Criteria may be one or more of the following or such other measures, as determined
by the Board of Directors: (i) Contribution ex-TAC; (ii) Adjusted EBITDA, as defined by the Company in its
financial statements as filed with the SEC; (iii) Retail Media Contribution ex-TAC, (iv) cash flow from
operating activities; (v) stock price; (vi) completion of identified special project(s); or (vii) any combination
of the foregoing. Notwithstanding the foregoing, the Board of Directors may provide that one or more
objectively determinable adjustments will be made to the Performance Criteria, which may include
adjustments that would cause the measures to be considered “non-GAAP financial measures” under rules
promulgated by the SEC.
Where applicable, performance targets may be expressed in terms of attaining a specified level of
the Performance Criteria or the attainment of a percentage increase or decrease in the particular
Performance Criteria, and may be applied to one or more of the Company, any subsidiary or affiliate of
the Company, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof,
or may be applied to the performance of the Company or any subsidiary or affiliate thereof relative to a
market index, a group of other companies or a combination thereof, all as determined by the Board of
Directors. The performance targets may be subject to a threshold level of performance below which no
shares will be acquired, levels of performance at which specified numbers of shares will be acquired, and
a maximum level of performance above which no additional number of shares will be acquired (or at
which full vesting will occur).
Equitable Adjustments. In the event certain changes occur to Criteo’s capitalization such as (i) an
amortization or reduction of its share capital, (ii) a change to the allocation of its profits, (iii) a distribution
of its free shares, (iv) the capitalization of reserves, profits, issuance premiums or (v) an issuance of
shares or securities giving right to shares to be subscribed for in cash or by set-off of existing
indebtedness offered exclusively to the shareholders, the Board of Directors may adjust the maximum
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number Ordinary Shares underlying grants of PSUs or take other such action as may be provided in
Article L. 225-181 and Article L. 228-99 of the French Commercial Code.
Award Treatment Upon a Change in Control. In the event of a change in control (as described in
the 2015 Performance-Based RSU Plan), if a successor corporation or a parent or subsidiary of the
successor corporation does not agree to assume or substitute outstanding PSUs, and the PSUs were
granted at least one year prior to the date of the change in control, the restrictions and forfeiture
conditions applicable to the PSUs will lapse and the PSUs will be deemed fully vested at the target level
of performance prior to the consummation of a change in control. PSUs granted within one year prior to
the consummation of the change in control will either be assumed, substituted or canceled, as set forth
below.
A successor corporation or a parent or subsidiary of a successor corporation will be considered to
have assumed or substituted for outstanding PSUs where: (i) following the change in control, the terms of
the PSU provide the right to receive, for each ordinary share of Criteo subject to the PSU immediately
prior to the change in control, the consideration (whether stock, cash, or other securities or property) or
the fair market value of the consideration that the shareholders of Criteo received for their Ordinary
Shares on the effective date of the change in control (if the consideration received by the shareholders
does not consist solely of common stock of the successor corporation or its parent, the Board of Directors
may, with the consent of the successor corporation, provide for the consideration to be received for each
PSU to consist of common stock of the successor corporation or its parent, which is equal in fair market
value to the per share consideration received by the shareholders of the Company in the change in
control); (ii) any securities of the successor corporation or its parent forming part of the PSUs following
the change in control are freely tradable on a major stock exchange; and (iii) the PSUs otherwise remain
subject to the same terms and conditions that were applicable immediately prior to the change in control.
Except as would otherwise result in adverse tax consequences under Section 409A, the Board of
Directors may, in its discretion, provide that each PSU will, immediately upon the occurrence of a change
in control, be canceled in exchange for a payment in cash or securities in an amount equal to (i) the
consideration paid per ordinary share of Criteo in the change in control multiplied by (ii) the number of
shares subject to each PSU. The Board of Directors will not be required to treat each outstanding grant of
PSUs similarly. The 2015 Performance-Based RSU Plan provides the Board of Directors discretion to
determine how such cancellation payments are made, including subjecting such payments to vesting
conditions comparable to the PSUs surrendered, subjecting such payments to escrow or holdback
provisions comparable to those imposed upon Criteo’s shareholders in connection with the change in
control, or calculating and paying the present value of payments that would otherwise be subject to
escrow or holdback terms.
Clawback. In October 2023, we adopted a clawback policy, which incorporates the requirements
of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards. The clawback policy
requires us to recoup erroneously awarded incentive-based compensation from current and former
executive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16
officer”) in the event that the Company is required to prepare an accounting restatement due to material
noncompliance with any financial reporting requirement under securities laws. The clawback policy
became effective with respect to incentive-based compensation received by such Section 16 officers on
or after October 2, 2023. Under the 2015 Performance-Based RSU Plan, all PSUs shall also be subject to
any clawback required by applicable laws, regulations or trading rules of any exchange on which the
Company’s shares are listed at such time.
Share Ownership Guidelines. The 2015 Performance-Based RSU Plan reflects that Ordinary
Shares acquired pursuant to PSUs may need to be held by the grantee to comply with Criteo’s Share
Ownership Guidelines.
Amendment and Termination of the Plan. The Board of Directors has the authority to amend,
alter, suspend or terminate the 2015 Performance-Based RSU Plan at any time. Criteo will obtain
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shareholder approval of any amendment to the extent necessary and desirable to comply with applicable
laws (including the requirements of any exchange or quotation system on which Criteo’s ADSs or
Ordinary Shares may then be listed or quoted). Such shareholder approval, if required, will be obtained in
such a manner and to such a degree as is required by the applicable law, rule or regulation.
Prohibition on Payment of Dividends Prior to Vesting. Since April 23, 2020, the 2015
Performance-Based RSU Plan has expressly prohibited any payment of dividends or dividend equivalents
accumulated prior to the vesting of PSU awards if such PSU awards do not become vested. On April 28,
2026, we amended the 2015 Performance-Based RSU Plan to clarify the Board of Directors' discretion
regarding the accumulation of dividend equivalents prior to the vesting of PSUs awards and the manner in
which such dividend equivalents may be accumulated, whether in cash or Ordinary Shares or through the
reinvestment in additional PSUs or in such other manner as the Board of Directors may determine.
However, in all cases, such dividend equivalents will be subject to the same conditions and restrictions
(including without limitation, any forfeiture conditions) as the PSUs to which they are attributable. PSUs
that do not vest do not give a right to any dividend paid or dividend equivalent accumulated prior to the
applicable vesting date.
Governing Law. The 2015 Performance-Based RSU Plan is governed by the laws of the French
Republic.
Certain Federal Income Tax Consequences Under Equity Plans and Arrangements
The following is a summary of certain U.S. federal income tax consequences of awards under our
equity compensation plans and arrangements, the material terms of which are discussed above. It does
not purport to be a complete description of all applicable rules, and those rules (including those
summarized here) are subject to change. The summary discusses only federal income tax laws and does
not discuss any state or local or non-U.S. tax laws that may be applicable.
Incentive Stock Options (“ISOs”). In general, no taxable income is realized by a participant upon
the grant of an ISO. If Ordinary Shares are delivered to a participant pursuant to the exercise of an ISO,
then, generally (i) the participant will not realize ordinary income with respect to the exercise of the option,
(ii) upon sale of the underlying shares acquired upon the exercise of an ISO, any amount realized in
excess of the exercise price paid for the shares will be taxed to the participant as capital gain and (iii)
Criteo will not be entitled to a deduction. The amount by which the fair market value of the stock on the
exercise date of an ISO exceeds the purchase price generally will, however, constitute an item which
increases the participant’s income for purposes of the alternative minimum tax. However, if the participant
disposes of the shares acquired on exercise before the later of the second anniversary of the date of
grant or one year after the receipt of the shares by the participant (a “disqualifying disposition”), the
participant generally would include in ordinary income in the year of the disqualifying disposition an
amount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the
amount realized on the disposition of the shares), over the exercise price paid for the shares. If ordinary
income is recognized due to a disqualifying disposition, Criteo would generally be entitled to a deduction
in the same amount. Subject to certain exceptions, an ISO generally will not be treated as an ISO if it is
exercised more than three months following termination of employment. If an ISO is exercised at a time
when it no longer qualifies as an ISO, it will be treated for tax purposes as an NSO as discussed below.
Nonqualified Stock Options (“NSOs”). In general, no taxable income is realized by a participant
upon the grant of an NSO. Rather, at the time of exercise of the NSO, the participant will recognize
ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value
of the Ordinary Shares purchased over the exercise price. Criteo generally will be entitled to a tax
deduction at such time and in the same amount, if any, that the option holder recognizes as ordinary
income. The participant’s tax basis in any Ordinary Shares received upon exercise of an NSO will be the
fair market value of the Ordinary Shares on the date of exercise, and if the shares are later sold or
exchanged, then the difference between the amount received upon such sale or exchange and the fair
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market value of such shares on the date of exercise will generally be taxable as long-term or short-term
capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time
such shares were held by the participant.
Restricted Stock Units. In general, the grant of RSUs will not result in taxable income for the
participant or in a tax deduction for Criteo. Upon the settlement of the grant in shares, the participant will
recognize ordinary income equal to the aggregate value of the payment received, and Criteo generally will
be entitled to a tax deduction at the same time and in the same amount.
Recent Share Price
On March 31, 2026, the closing sale price of an American Depositary Share representing one
ordinary share of the Company on the Nasdaq Stock Market was $17.93 per share.
New Plan Benefits
Awards under the 2016 Stock Option Plan, the 2015 Time-Based RSU Plan and the 2015
Performance-Based RSU Plan are within the discretion of the Board of Directors. As a result, the benefits
or amounts that will be awarded or allocated under our equity compensation plans are not determinable at
this time. The discretion of the Board of Directors to make grants under our equity compensation plans is
subject to the overall limit on the number of shares to be delivered under the New Equity Pool being
approved pursuant to Resolution 15. For a summary of the aggregate awards made under the Company’s
equity compensation plans in fiscal year 2025 (as well the two prior fiscal years), see the Annual Share
Usage table on page 104. For information on the equity granted to our named executive officers in fiscal
year 2025, see Grants of Plan-Based Awards Table under “Compensation Tables.”
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Prior Grants under the Plans
The following table shows, for each of the individuals and groups indicated, the aggregate
number of shares subject to awards that have been granted (without regard to awards that were forfeited
or canceled) to the individuals and groups indicated below under the 2016 Stock Option Plan, the 2015
Time-Based RSU Plan and the 2015 Performance-Based RSU Plan since each plan’s inception through
December 31, 2025. No awards have been granted under any of the equity plans to any associate of any
of our directors (including nominees) or executive officers, or to any nominee for election as a director
who is not a current director, and no person has received 5% or more of the awards granted under any of
the plans. Accordingly, these categories have not been included in the following table.
Name of Individual or Group | Number of Options Granted | Number of RSUs and PSUs(1) Granted | |
Named Executive Officers: | |||
Megan Clarken | 375,467 | 1,247,888 | |
Sarah Glickman | — | 692,996 | |
Ryan Damon | 65,500 | 511,397 | |
Brian Gleason | — | 566,529 | |
Michael Komasinski | — | 1,917,659 | |
Non-Employee Directors: | |||
Nathalie Balla | — | — | |
Frederik van der Kooi | — | — | |
Marie Lalleman | — | — | |
Edmond Mesrobian | — | — | |
Hubert de Pesquidoux | — | — | |
Rachel Picard | — | — | |
Ernst Teunissen | — | — | |
Current Executive Officers as a group: | 440,967 | 4,936,469 | |
Current Non-Employee Directors as a group: | — | — | |
All Employees who are not Executive Officers, as a group: | 11,586,840 | 21,082,357 | |
(1) For PSUs, this column reflects the actual earned PSUs through 2024, and the PSUs granted for 2025, at the maximum 200% of
target.
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Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2025.
Information is included for equity compensation plans approved by our stockholders.
Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
Equity compensation plans approved by security holders | 6,013,124(1) | 17.97(2) | 1,150,556 |
Equity compensation plans not approved by security holders | — | — | — |
Total | 6,013,124(1) | 17.97(2) | 1,150,556 |
(1) Includes 4,499,027 shares granted under the Criteo Amended and Restated 2015 Time-Based Restricted Stock Units plan,
1,267,485 shares granted under the Criteo Amended and Restated 2015 Performance-Based Restricted Stock Units Plan that are
issuable upon settlement of outstanding awards (for PSUs, this reflects actual earned PSUs through 2024, except 2025 which is the
PSUs granted at the maximum 200% of target), 86,715 stock option awards outstanding under the Criteo Amended 2016 Stock
Option Plan and 159,897 warrants outstanding. The remaining balance consists of warrants to purchase shares.
(2) The weighted average exercise price does not take into account the shares issuable upon settlement of outstanding RSUs or
PSUs, which have no exercise price.
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RESOLUTION 14:
AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OSAS (OPTIONS TO
SUBSCRIBE FOR NEW ORDINARY SHARES) OR OAAS (OPTIONS TO PURCHASE ORDINARY
SHARES) OF THE COMPANY TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY
AND EMPLOYEES OF ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ARTICLES L.
225-177 ET SEQ. OF THE FRENCH COMMERCIAL CODE WITHOUT SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
Under French law, our Board of Directors must have a specific delegation of authority from
shareholders to increase the Company’s share capital by issuing Ordinary Shares in the form of stock
options, even if granted pursuant to a previously shareholder-approved plan. For a detailed discussion of
the terms of the 2016 Stock Option Plan, as amended, the plan under which stock options will be granted,
see “Equity Resolutions–Description of Principal Features of the 2016 Stock Option Plan.”
The Board of Directors believes that, given our organic and external growth strategy for 2026 and
2027, the Existing Equity Pool may be insufficient to meet our anticipated needs for the next year. If
approved, the new authorization to grant stock options will supersede the authorization to grant stock
options from the Existing Equity Pool and we will no longer be permitted to grant stock options from the
Existing Equity Pool from and after the Annual General Meeting.
As a result, the shareholders are asked to grant the Board of Directors the authority to issue and
grant stock options, each representing a right to receive one Ordinary Share. Any options granted
pursuant to this authorization would be deducted from the New Equity Pool set forth in Resolution 15.
The renewal of this authority is intended to promote the interests of Criteo and its shareholders by
giving us the ability to grant stock options to officers and other key employees, as needed for recruitment,
retention and incentivization purposes. Although we do not currently grant stock options, we have not
granted stock options since April 2020 and we do not have any immediate plans to grant stock options,
we believe it is important for our business to retain the flexibility to grant stock options in case of future
changes in our compensation strategy or in market conditions or competitive best practices. For a
detailed discussion of our executive compensation policy and objectives, see “Executive Compensation”
elsewhere in this proxy statement.
Because we are a Nasdaq-listed company and considered a U.S. domestic registrant under SEC
rules, our shareholders continue to benefit from the protections afforded to them under the rules and
regulations of the Nasdaq and SEC, including those rules that limit our ability to issue shares in specified
circumstances. In addition, we follow U.S. capital markets and governance standards to the extent
permitted by French law and emphasize that this authorization is required as a matter of French law and
is not otherwise required for other U.S. companies listed on the Nasdaq with which we compete.
This shareholder authorization would be valid for 38 months (until August 29, 2029), and would
supersede the corresponding delegation granted at the 2023 Annual General Meeting of Shareholders.
For the full text of Resolution 14, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 14.
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RESOLUTION 15:
APPROVAL OF THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED OR ACQUIRED
PURSUANT TO THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS BY THE 2024
ANNUAL GENERAL MEETING (TO GRANT TIME-BASED RESTRICTED STOCK UNITS AND
PERFORMANCE-BASED RESTRICTED STOCK UNITS) AND PURSUANT TO RESOLUTION 14
HEREIN (TO GRANT OPTIONS TO PURCHASE OR TO SUBSCRIBE SHARES TO EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES)
Our shareholders previously authorized our Board of Directors, pursuant to Resolution 17 at the
2024 Annual General Meeting of June 25, 2024, to issue up to 7,000,000 Ordinary Shares under our
equity compensation plans, which we refer to herein as the Existing Equity Pool. As of March 31, 2026,
approximately 1,419,693 Ordinary Shares remained available for future issuance under the Existing
Equity Pool. The Board of Directors believes that, given our organic and external growth strategy for 2026
and 2027, the Existing Equity Pool may be insufficient to meet our anticipated needs prior to the 2027
Annual General Meeting.
As a result, we are requesting that shareholders authorize a share reserve of 7,000,000 Ordinary
Shares with a nominal value of €0.025 per share, which we refer to herein as the New Equity Pool. The
New Equity Pool will cover all issuances under all of our equity compensation plans from the date of the
Annual General Meeting, including: (i) RSUs to be issued pursuant to Resolution 15 adopted at the 2024
Annual General Meeting; (ii) PSUs to be issued pursuant to Resolution 16 adopted at the 2024 Annual
General Meeting; and (iii) options to purchase or to subscribe shares to employees and corporate officers
of the Company and employees of its subsidiaries pursuant to Resolution 14 above.
Once the authorization for the New Equity Pool is approved by shareholders, we will no
longer be able to grant any equity awards from the Existing Equity Pool. We commit to reduce the
New Equity Pool by the number of shares that we grant under our Existing Equity Pool between
March 31, 2026 and June 29, 2026 (the 2026 Annual General Meeting date), unless the
authorization for the New Equity Pool is not approved by shareholders.
Moreover, pursuant to the 2015 RSU Plan and the 2015 PSU Plan, any RSU or PSU granted
thereunder would be counted against the New Equity Pool limit as 1.57 shares for every one RSU or PSU
granted. With this Fungible Share Ratio, if we were to issue only RSUs and PSUs, the New Equity Pool
would result in the issuance of only approximately 4,458,599 Ordinary Shares.
Upon approval of Resolution 15, we estimate that the pool of available shares would last for
approximately one year.
The Board of Directors believes that in order to successfully attract and retain the best possible
candidates while aligning the interests of our executives, employees, directors and shareholders, it is
essential that we continue to offer competitive equity incentive programs.
For the full text of Resolution 15, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 15.
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RESOLUTIONS 16 TO 21:
FINANCIAL AUTHORIZATIONS
Resolutions 16 to 21 seek the delegation of financial authorizations. The goal of these
Resolutions is to allow us to swiftly raise the funds and have the financial flexibility necessary to enable us
to execute our strategic objectives, including, but not limited to, with respect to external growth.
Unlike most companies incorporated under U.S. state law, which traditionally have a specified
amount of authorized shares available for issuance with limited restrictions on the purpose of such
issuance, in accordance with French law, in order for our Board of Directors to increase our share capital,
it must have a specific delegation of authority authorizing it to increase the share capital for each specific
purpose. At the 2025 Annual General Meeting on June 13, 2025, the shareholders approved certain
financial authorizations. However, certain of our Board of Directors’ important current financial
authorizations will expire in 2026. As a result, we are seeking re-approval at the Annual General Meeting
of the following financial Resolutions:
•Delegation of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s share
capital, for the benefit of a category of persons meeting predetermined criteria
(underwriters), without shareholders’ preferential subscription rights (Resolution 16);
•Delegation of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares or any securities giving access to the Company’s share
capital, while preserving the shareholders’ preferential subscription rights (Resolution 17);
•Delegation of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares or any securities giving access to the Company’s share
capital, through a public offering (excluding offers covered by paragraph 1° of article L.
411-2 of the French Monetary and Financial Code), without shareholders’ preferential
subscription rights, (Resolution 18);
•Delegation of authority to the Board of Directors to increase the number of securities to
be issued as a result of a share capital increase with or without shareholders’ preferential
subscription rights pursuant to Resolutions 16, 17 and 18 above, (Resolution 19);
•Delegation of authority to the Board of Directors to increase the Company’s share capital
by way of issuing shares and securities giving access to the Company’s share capital for
the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without
shareholders’ preferential subscription rights,(Resolution 20); and
•approval of the overall limits pursuant to Resolutions 16 to 20 above, (Resolution 21).
In addition, at the Annual General Meeting, shareholders are being asked to approve the
maximum global nominal amount of the share capital increases that may be completed, in each case,
pursuant to Resolutions 16 to 21, as well as the maximum global nominal amount of the debt securities
that may be issued, in each case, which may be completed pursuant to Resolutions 16 to 21.
Re-approving our Board of Directors’ financial authorizations will allow the Company to maintain
equal footing with our U.S. competitors and to increase our financial flexibility by quickly raising capital
and taking advantage of potential business opportunities, including, but not limited to, potential
acquisitions. Although always important, we believe this flexibility is particularly necessary in light of the
current worldwide economic challenges.
While we believe the Company’s current liquidity position already provides ample financial
flexibility, the proposed financial authorizations would provide our Board of Directors with additional
flexibility to respond quickly to changes in market conditions and thereby be able to obtain financing under
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the best possible conditions. As one of the potential purposes of our use of liquidity, our external growth
strategy is focused on acquisitions that complement our technology platform and product portfolio, as well
as Research & Development talent. Should we decide to engage in M&A transactions, we are committed
to pursuing external growth opportunities in a manner that will preserve the quality of our offering, while
improving its performance and delivering long-term value for our shareholders.
The financial delegations of authority presented for your approval at the Annual General Meeting
are subject to the following important limitations:
•the aggregate amount of share capital increases pursuant to Resolution 16 and 18
cannot exceed €139,149.725 which represents 10% of our share capital as of December
31, 2025;
•the aggregate amount of share capital increases pursuant to Resolution 20 cannot
exceed €41,744.9, which represents approximately 3% of our share capital as of
December 31, 2025;
•any share capital increase pursuant to Resolution 19, which grants a customary over-
allotment option for any issuance pursuant to Resolutions 16 and 18, would be at the
same price as, and limited to a maximum of 15% of, the initial issuance; and
•the maximum global nominal amount of the share capital increases which may be
completed pursuant to Resolutions 16, 18, 19 and 20 taken together cannot exceed
€139,149.725 which represents 10% of our share capital as of December 31, 2025;
•the aggregate nominal amount of debt securities that may be issued pursuant to each of
Resolutions 16, 18 and 20, or any of Resolutions 16, 18 and 20 taken together, cannot
exceed $500,000,000, or the corresponding value of this amount for an issuance in a
foreign currency;
Our Board of Directors will continue to use these authorizations in accordance with our corporate
and strategic needs, and, in any case, shall not use these authorizations in the context of an unsolicited
tender offer by a third party for Criteo shares. None of the corresponding authorizations granted at last
year’s Annual General Meeting of Shareholders on June 13, 2025, have been used to date, as well as
prior financial authorizations granted at all prior Annual General Meetings since the completion of the
Company’s follow-on offering after its initial public offering.
Under French law, in the case of issuance of additional shares or other securities for cash or set-
off against cash debts, our existing shareholders have preferential subscription rights to these securities
on a pro-rata basis, unless such rights are waived by a two-thirds majority of the votes held by the
shareholders present at the extraordinary meeting deciding or authorizing the capital increase,
represented by proxy or voting by mail. In case such rights are not waived at the extraordinary general
meeting, each shareholder may individually either exercise, assign or not exercise its preferential rights.
Such rights would be waived pursuant to all of Resolutions 16, 18, 19 and 20 if approved. Accordingly, the
issuance of additional Ordinary Shares or other securities pursuant to such Resolutions might, under
certain circumstances, dilute the ownership and voting rights of shareholders.
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RESOLUTION 16:
VOTE ON SHARE CAPITAL INCREASE THROUGH AN UNDERWRITTEN OFFERING, WITHOUT
SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS
Pursuant to Resolution 16, the Board of Directors is also requesting the necessary authority to
issue through an underwritten offering Ordinary Shares or any type of securities giving access, by any
means, immediately and/or in the future, to our share capital (including, without limitation, any bonds
redeemable or convertible for Ordinary Shares and any warrants attached to Ordinary Shares or other
types of securities). The type of offering contemplated by this authorization is similar to the offering carried
out concurrently with our initial public offering in October 2013 on the Nasdaq Global Market.
The shareholders are asked to waive shareholders’ preferential subscription rights to the Ordinary
Shares and securities that would be issued by virtue of this delegation, and to reserve this subscription for
the following category of persons:
•any bank, investment services provider, or other member of a banking syndicate
(underwriters) undertaking to ensure the completion of the share capital increase or of
any issuance that could in the future lead to a share capital increase in accordance with
this delegation of authority.
The Board of Directors will set the issue price of Ordinary Shares to be issued by virtue of this
delegation, subject to the requirement that the price of the shares will be at least equal to the volume-
weighted average price of the ADSs for the five trading days preceding the determination of such price,
subject to a maximum discount of 10% (as determined by the Board of Directors). We believe this is an
important safeguard for shareholders.
We intend to use this delegation of authority to raise funds for general corporate purposes and
have the financial flexibility necessary to enable us to execute our strategic objectives, including, but not
limited to, with respect to financing potential external growth. We shall not use this delegation in the
context of an unsolicited tender offer for Criteo shares by a third party. As a result, we believe that a share
capital increase in an amount not to exceed €139,149.725, which represents 10% of our share capital as
of December 31, 2025, will provide us with sufficient flexibility in pursuing our strategic objectives. In
particular, the implementation of this authorization could provide us quick access to sources of financing
in significant amounts, in a similar manner to our U.S. competitors, and allow us to respond quickly to
changes in market conditions. In the case of issuances of debt securities, the nominal amount of any
issuances will be limited to $500,000,000 (or the corresponding value of this amount for an issuance in a
foreign currency).
The amount of any share capital increase will be subject to (and deducted from) the global limit of
€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the
global limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign
currency), in each case as submitted for approval pursuant to Resolution 21.
The terms of the securities to be authorized, including dividend or interest rates, conversion
prices, voting rights, redemption prices, maturity dates and similar matters would be determined by the
Board of Directors. We currently have no immediate plans to issue securities pursuant to this Resolution.
Any transaction where we sell such securities will be reviewed and approved by the Board of Directors at
the time of issuance.
No amount was used pursuant to this same authorization granted at the 2025 Annual General
Meeting of Shareholders on June 13, 2025, nor pursuant to any prior similar authorizations granted since
the completion of the Company’s follow-on offering after its initial public offering.
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This delegation of authority would be granted for an 18-month period (valid through ) and would
supersede the corresponding delegation granted by the shareholders at last year’s Annual General
Meeting of Shareholders on June 13, 2025. In the absence of a favorable vote, this delegation of authority
will expire on December 29, 2027, which could impair our ability to obtain appropriate financing to execute
on our strategic objectives. If this Resolution is approved, no further authorization from the shareholders
will be solicited prior to any such sale in accordance with the terms of this Resolution.
For the full text of Resolution 16, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 16.
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RESOLUTION 17:
VOTE ON SHARE CAPITAL INCREASE, WHILE PRESERVING SHAREHOLDERS’ PREFERENTIAL
SUBSCRIPTION RIGHTS
The purpose of this delegation of authority is to enable the Company to obtain financing any time
through the issuance of Ordinary Shares and any type of securities giving, by any means, immediately
and/or in the future, access to Ordinary Shares, by calling on the Company’s shareholders. The
Company’s shareholders will be awarded, under the applicable legal provisions and in proportion to their
ownership interest in the Company’s share capital, a preferential right to subscribe for new shares or
securities. This detachable and negotiable right will make it possible, if the holder does not wish to
subscribe to the capital increase, to financially offset the dilution resulting from the non-subscription to the
capital increase.
The Company intends to use this delegation of authority to raise the funds and have the financial
flexibility necessary to enable it to execute its strategic objectives, including, but not limited to, with
respect to financing potential external growth. As a result of maintaining shareholders’ preferential rights,
we believe that a share capital increase in an amount not to exceed 50% of the Company’s share capital
will provide us with sufficient flexibility in pursuing our strategic objectives. In particular, the
implementation of this authorization could provide us quick access to a source of financing and allow us
to respond quickly to changes in market conditions.
The share capital increases carried out pursuant to this authorization cannot exceed
€695,748.675, which represents 50% of the Company’s share capital as of December 31, 2025. In the
case of issuances of debt securities, the nominal amount of any issuances will be limited to $500,000,000
(or the corresponding value of this amount for an issuance in a foreign currency). The amount of any debt
securities issued will be subject to (and deducted from) the global limit of $500,000,000 (or the
corresponding value of this amount for an issuance in a foreign currency) as approved pursuant to
Resolution 21.
The terms of the securities to be authorized, including dividend or interest rates, conversion
prices, voting rights, redemption prices, maturity dates and similar matters would be determined by the
Board of Directors. The Company has no immediate plans to issue securities pursuant to this Resolution.
Any transaction where the Company sells such securities will be reviewed and approved by the Board of
Directors at the time of issuance.
No amount was used pursuant to this same authorization granted at the 2024 Annual General
Meeting of Shareholders on June 25, 2024, nor pursuant to any prior similar authorizations granted in the
past.
This delegation of authority would be granted for a 26-month period (valid through August 29,
2028) and would supersede the corresponding delegation granted by the shareholders at the 2024
Annual General Meeting of Shareholders on June 25, 2024. In the absence of a favorable vote, this
delegation of authority will expire on August 25, 2026, which could impair our ability to obtain appropriate
financing to execute on our strategic objectives. If this Resolution is approved, no further authorization
from the shareholders will be solicited prior to any such sale in accordance with the terms of this
Resolution.
For the full text of Resolution 17, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 17.
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RESOLUTION 18:
VOTE ON SHARE CAPITAL INCREASE THROUGH A PUBLIC OFFERING, WITHOUT
SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS
The Board of Directors is requesting the necessary authority to issue through a public offering
Ordinary Shares and/or any type of securities giving access, by any means, immediately or in the future,
to Ordinary Shares. Resolution 18 is intended:
•To comply with the approach currently promoted by French regulatory authorities, pursuant to
which, irrespective of whether a public offering is underwritten, this Resolution 18 should be used
to complete any such public offering because it is grounded on provisions of the French
Commercial Code meant precisely for public offerings. In particular, if the end result of the
planned transaction is a public offering of securities in France, Resolution 18 should be approved
in order to ensure that the French regulatory authorities would view the financial delegations
being granted at the Annual General Meeting as sufficient for all potential market participants;
•To allow for a direct public offering, without the involvement of underwriters; and
•To allow for the Ordinary Shares to be listed on a regulated market within the meaning of the
French Commercial Code, namely, if applicable, on the Euronext stock market.
Any issuance pursuant to this delegation would be carried out without shareholders’ preferential
subscription rights. However, if, at the time the delegation is used, the Ordinary Shares are admitted on a
regulated market within the meaning of the French Commercial Code (for which the Nasdaq Global
Market does not qualify), shareholders could be granted a priority subscription period in accordance with
applicable French law.
The Company intends to use this delegation of authority to raise the funds and have the financial
flexibility necessary to enable it to execute its strategic objectives, including, but not limited to, with
respect to financing potential external growth. We do not intend to use it in the context of an unsolicited
tender offer by a third party for Criteo shares. As a result, we believe that a share capital increase in an
amount not to exceed €139,149.725, which represents 10% of the Company’s share capital as of
December 31, 2025, will provide us with sufficient flexibility in pursuing our strategic objectives. In
particular, the implementation of this authorization could provide us quick access to sources of financing,
in a similar manner to our U.S. competitors, and allow us to respond quickly to changes in market
conditions. In the case of issuances of debt securities, the nominal amount of any issuances will be
limited to $500,000,000 (or the corresponding value of this amount for an issuance in a foreign currency).
The amount of any share capital increase will be subject to (and deducted from) the global limit of
€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the
global limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign
currency), in each case as submitted for approval pursuant to Resolution 21.
The price of the shares to be issued by virtue of this delegation would be set by the Board of
Directors and shall be at least equal to the volume-weighted average price of the ADSs over the course of
the five trading days preceding the fixing of the issue price, subject to a maximum discount of 10%, as
determined by the Board of Directors.
The terms of the securities to be authorized, including dividend or interest rates, conversion
prices, voting rights, redemption prices, maturity dates and similar matters would be determined by the
Board of Directors. The Company has no immediate plans to issue securities pursuant to this Resolution.
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Any transaction where the Company sells such securities will be reviewed and approved by the
Board of Directors at the time of issuance.
No amount was used pursuant to this same authorization granted at the 2024 Annual General
Meeting of Shareholders held on June 25, 2024, nor pursuant to any prior similar authorizations granted
in the past.
This delegation of authority would be granted for a 26-month period (valid through August 29,
2028) and would supersede the corresponding delegation granted by the shareholders at the 2024
Annual General Meeting of Shareholders dated June 25, 2024. In the absence of a favorable vote, this
delegation of authority will expire on August 25, 2026, which could impair our ability to obtain appropriate
financing to execute on our strategic objectives. If this Resolution is approved, no further authorization
from the shareholders will be solicited prior to any such sale in accordance with the terms of this
Resolution.
For the full text of Resolution 18, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 18.
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RESOLUTION 19:
VOTE ON OVER-ALLOTMENT OPTION, AS PART OF A SHARE CAPITAL INCREASE PURSUANT
TO THE DELEGATIONS IN RESOLUTIONS 16 AND 18 (‘GREEN SHOE’)
The purpose of this Resolution 19 is to allow the Board of Directors to grant a customary over-
allotment option for any issuance pursuant to Resolutions 16 and 18 above. Any share capital increase
pursuant to this delegation would be at the same price as, and limited to a maximum of 15% of, the initial
issuance, which is a standard level for over-allotment options, as per market practice.
For the full text of Resolution 19, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 19.
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RESOLUTION 20:
VOTE ON SHARE CAPITAL INCREASE IN CONNECTION WITH A COMPANY SAVINGS PLAN
(PLAN D’ÉPARGNE D’ENTREPRISE), WITHOUT SHAREHOLDERS’ PREFERENTIAL
SUBSCRIPTION RIGHTS
Under the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial
Code and the provisions of Articles L. 3332-1 et seq. of the French Labor Code, the Board of Directors is
required to submit for approval by the shareholders a resolution to authorize the Board of Directors to
increase the share capital through the issuance of shares and securities for the benefit of employees who
are members of a Company savings plan (plan d’épargne d’entreprise).
The aggregate nominal amount of share capital increases that would be carried out pursuant to
this delegation of authority would not exceed €41,744.9 which represents 3% of the share capital as of
December 31, 2025. In addition, the nominal amount of any debt securities giving access to the
Company’s share capital that may be issued pursuant to this Resolution 20 is limited to $500,000,000 (or
the corresponding value of this amount for an issuance in a foreign currency).
The amount of any share capital increase will be subject to (and deducted from) the global limit of
€139,149.725, and the amount of any debt securities issued will be subject to (and deducted from) the
global limit of $500,000,000 (or the corresponding value of this amount for an issuance in a foreign
currency), in each case as submitted for approval pursuant to Resolution 21.
Under the conditions set forth in Articles L. 3332-18 to L. 3332-23 of the French Labor Code, the
Board of Directors would determine the issue price of the newly created shares or securities granting
access to the share capital. For the benefit of the members of a company savings plan (plan d’épargne
entreprise), the shareholders’ preferential subscription right to the shares or securities would be
eliminated.
To date, we have not implemented any company savings plans involving equity of the Company
and thus employees have not received any shares thereunder. However, approving this Resolution will
enable our Board of Directors to adopt such a company savings plan if it determines in the future that
such a plan is appropriate to strengthen employee retention and further align employee and shareholder
interests.
This delegation of authority would be granted for an 18-month period (valid through
December 29, 2027).
For the full text of Resolution 20, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 20.
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RESOLUTION 21:
VOTE ON THE OVERALL LIMITS PURSUANT TO RESOLUTIONS 16 TO 20
The Board of Directors hereby proposes to set the maximum global nominal amount of the share
capital increases which may be completed pursuant to Resolutions 16, 18, 19 and 20 at €139,149.725,
which corresponds to 10% of the share capital as of December 31, 2025. This limit is set without taking
into account the par value of Ordinary Shares to be issued, if applicable, in relation to adjustments to be
carried out in order to protect the rights of holders of securities or other rights giving access to shares of
the Company, in accordance with legal and regulatory requirements as well as applicable contractual
provisions.
The global nominal amount of the debt securities that may be issued pursuant to the delegations
granted in Resolutions 16, 18 and 20 shall not exceed $500,000,000 (or the corresponding value of this
amount for an issuance in a foreign currency).
We believe that this amount strikes the correct balance between protecting our existing
shareholders and providing the Company with the financial flexibility necessary to accomplish its strategic
goals, including, but not limited to, with respect to potential external growth, and in line with the flexibility
available to comparable U.S. companies. The Board of Directors intends, whenever possible, to grant its
shareholders a priority subscription period for issuances carried out pursuant to these delegations.
For the full text of Resolution 21, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 21.
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RESOLUTION 22:
VOTE ON THE AMENDMENT OF ARTICLE 19 OF THE COMPANY’S BY-LAWS (STATUS) RELATED
TO SHAREHOLDERS MEETINGS IN ORDER TO COMPLY WITH NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE
Our Board of Directors is asking our shareholders to amend the fifth paragraph of Article 19 of our
by-laws to comply with revised provisions of the French Commercial Code. Decree No. 2026-94 dated as
of February 13, 2026, relating to the modernization of a company’s methods of communication with its
shareholders, amended Article R. 225-86 of the French Commercial Code, to extend the record date to
midnight, Paris time five business days preceding a shareholders meeting (compared to two business
days under the previous law).
Consequently, Resolution 22 would amend the fifth paragraph of Article 19 of the by-laws in order
to reflect that the record date would be on the fifth business day preceding the date of the shareholders’
meeting, rather than on the second business day preceding the date of the shareholders’ meeting.
For the full text of Resolution 22, please see Annex A.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
RESOLUTION 22.
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SHAREHOLDER RESOLUTIONS FOR
THE 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Any shareholder desiring to present a resolution for inclusion in Criteo’s proxy statement for the
2027 Annual General Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must
deliver such resolution to the Board of Directors at the address below no later than [l], 2026. Only those
resolutions that comply with the requirements of Rule 14a-8 under the Exchange Act will be included in
the Company’s proxy statement for the 2027 Annual General Meeting of Shareholders.
Under French law, shareholders are permitted to submit a resolution for consideration so long as
such matter is received by the Board of Directors at the address below (by registered mail, not via
electronic notice) no later than 25 days prior to the date of the meeting. Shareholders wishing to present
resolutions at the 2027 Annual General Meeting of Shareholders made outside of Rule 14a-8 under the
Exchange Act must comply with the procedures specified under French law. A shareholder who meets the
requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code may submit a
resolution by sending such resolution to the address below by registered letter with acknowledgment of
receipt. The resolution must include the text of the proposed resolution, a brief explanation of the reason
for such resolution and an affidavit to evidence the shareholder’s holdings. A shareholder who meets the
requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code also may
submit a director nomination to be considered by the nomination and corporate governance committee for
nomination by following the same process outlined above and including the information regarding the
director as set forth in Article R. 225-83 5o of the French Commercial Code in their submission.
In addition to satisfying the foregoing requirements, to comply with the Universal Proxy Rules,
shareholders who intend to solicit proxies in support of director nominees other than the Company’s
nominees in accordance with Rule 14a-19 under the Exchange Act must provide notice to the Company
at the address below no later than 60 calendar days prior to the anniversary of the previous year's annual
meeting (no later than April 30, 2027 for the 2027 Annual General Meeting) or 60 calendar days prior to
the date of the 2027 Annual General Meeting if the meeting date has changed more than 30 days from
the date of this year’s Annual General Meeting. Any such notice of intent to solicit proxies must also
comply with all other requirements of Rule 14a-19 under the Exchange Act.
All submissions to the Board of Directors should be made to:
Criteo S.A.
32 Rue Blanche
75009 Paris, France
Or, if pursuant to U.S. law and not otherwise indicated herein, by electronic notice to: AGM@criteo.com
Attention: Board of Directors
INCORPORATION BY REFERENCE
In accordance with SEC rules, notwithstanding anything to the contrary set forth in any of our
previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act that might
incorporate this proxy statement or future filings made by the Company under those statutes, the
information included under the caption “Report of the Compensation Committee” and those portions of the
information included under the caption “Audit Committee Report” required by the SEC’s rules to be
included therein shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be
deemed incorporated by reference into any of those prior filings or into any future filings made by the
Company under those statutes, except to the extent we specifically incorporate these items by reference.
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OTHER MATTERS
The Board of Directors knows of no matters that may be submitted for consideration at the Annual
General Meeting other than those referred to in this proxy statement and the possible submission of
shareholder resolutions as permitted under French law, which may be presented by a shareholder
proponent at the Annual General Meeting if submitted by the deadline for such submissions. No person
has provided notice to the Company of the names of director nominees for which it intends to solicit
proxies as required under Rule 14a-19 of the Exchange Act. Holders of Ordinary Shares who choose to
vote by mail may use their proxy card to (i) grant a proxy to the chairperson of the Annual General
Meeting to vote on any new matters that are proposed during the meeting, (ii) abstain from voting on such
matters (which will not be counted as a vote “FOR” or “AGAINST”), or (iii) grant a proxy to another
shareholder, a spouse or a partner with whom the holder of Ordinary Shares is in a civil union to vote on
such matters. If a holder of Ordinary Shares chooses to grant a proxy to the chairperson of the Annual
General Meeting, with respect to either all matters or only any additional matters not disclosed in this
proxy statement, the chairperson of the Annual General Meeting shall have discretionary authority
pursuant to Rule 14a-4(c) under the Exchange Act and shall issue a vote in favor of adopting such
undisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any
other such undisclosed resolutions not submitted or approved by the Board of Directors. Ordinary Shares
underlying ADSs will not be voted on any matter not disclosed in the proxy statement, except that if
requested by the Company subject to the terms of the deposit agreement, if the holder of an ADS does
not provide voting instructions, the Depositary for the ADSs will give a discretionary proxy to a person
designated by the Company to vote the Ordinary Shares underlying an ADS, including an ADS held
through a broker, bank or other nominee, (i) on each resolution included in this proxy statement that is not
subject to substantial opposition and (ii) against any new matter that is submitted or existing matter that is
amended following the date of this proxy statement (including during the Annual General Meeting). If such
discretionary proxy under the aforementioned clause (i) is granted to the Company to vote on the
resolutions included in this proxy statement, the Company intends to vote in accordance with the Board of
Directors’ recommendation on each resolution.
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IMPORTANT NOTICE REGARDING DELIVERY
OF SHAREHOLDER DOCUMENTS
We have either mailed to you with this proxy statement a copy of our Annual Report on Form 10-
K for the fiscal year ended December 31, 2025 (the “Annual Report”), including audited financial
statements, or sent you a Notice of Internet Availability of Proxy Materials with the web address for
accessing the Annual Report online. Copies of these materials are also available online through the SEC
at www.sec.gov. We may satisfy SEC rules regarding delivery of proxy materials, including this proxy
statement and the 2025 Annual Report, or the Notice of Internet Availability, as applicable, by delivering a
single set of proxy materials to an address shared by two or more holders of Ordinary Shares or ADSs,
unless contrary instructions are received prior to the mailing date. This delivery method can result in
meaningful cost savings for us. We undertake to deliver promptly upon written or oral request at the
address or phone number below a separate copy of the proxy materials to a shareholder at a shared
address to which a single copy of the proxy materials was delivered. Similarly, if you share an address
with another shareholder and have received multiple copies of our proxy materials, you may write or call
us at the address or phone number below to request delivery of a single copy of the proxy materials in the
future. If you hold Ordinary Shares and prefer to receive separate copies of the proxy materials either now
or in the future, please contact the Company’s Investor Relations department at Criteo S.A., 32 Rue
Blanche, 75009 Paris, France, or by email at InvestorRelations@criteo.com. If you hold ADSs and you
prefer to receive separate copies of proxy materials either now or in the future, please contact the
Depositary or your brokerage firm, as applicable.
Annex A-1
Translation for Informational Purposes
ANNEX A
ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE
VOTED ON AT THE ANNUAL GENERAL MEETING
Please note that because we are a French company, the full text of the resolutions
included in this Annex A has been translated from French. In the case of any discrepancy
between this version and the French version, the French version will prevail.
RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 29, 2026
AGENDA
Agenda for the Ordinary Shareholders’ Meeting
1.renewal of the term of office of Mr. Michael Komasinski as Director,
2.renewal of the term of office of Ms. Marie Lalleman as Director,
3.renewal of the term of office of Mr. Ernst Teunissen as Director,
4.renewal of the term of office of Mr. Edmond Mesrobian as Director,
5.non-binding advisory vote to approve the compensation for the named executive officers of the
Company,
6.approval of the statutory financial statements for the fiscal year ended December 31, 2025,
7.approval of the consolidated financial statements for the fiscal year ended December 31, 2025,
8.approval of the allocation of results for the fiscal year ended December 31, 2025,
9.approval of an agreement referred to in Article L.225-38 of the French Commercial Code (related
party transactions) (Indemnification Agreement entered into between the Company and Ms.
Stefanie Jay),
10.authorization to be given to the Board of Directors to execute a buyback of Company stock in
accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,
Agenda for the Extraordinary Shareholders’ Meeting
11.authorization to be given to the Board of Directors to reduce the Company’s share capital by
canceling shares as part of the authorization to the Board of Directors allowing the Company to
buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French
Commercial Code,
12.authorization to be given to the Board of Directors to reduce the Company’s share capital by
canceling shares acquired by the Company in accordance with the provisions of Article L.
225-208 of the French Commercial Code,
13.delegation of authority to the Board of Directors to reduce the share capital by way of a buyback
of Company stock followed by the cancellation of the repurchased stock,
14.authorization to be given to the Board of Directors to grant OSAs (options to subscribe for new
ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees
Annex A-2
and corporate officers of the Company and employees of its subsidiaries pursuant to the
provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders'
preferential subscription rights,
15.approval of the maximum number of shares that may be issued or acquired pursuant to
Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-
Based RSUs to employees and corporate officers of the Company and employees of its
subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to
grant Performance-Based RSUs to employees and corporate officers of the Company and
employees of its subsidiaries), and Resolution 14 herein (authorization to grant options to
purchase or to subscribe shares to employees and corporate officers of the Company and
employees of its subsidiaries),
16.delegation of authority to the Board of Directors to increase the Company’s share capital by
issuing ordinary shares, or any securities giving access to the Company’s share capital, for the
benefit of a category of persons meeting predetermined criteria (underwriters), without
shareholders’ preferential subscription rights,
17.delegation of authority to the Board of Directors to increase the Company’s share capital by
issuing ordinary shares or any securities giving access to the Company’s share capital, while
preserving the shareholders’ preferential subscription rights,
18.delegation of authority to the Board of Directors to increase the Company’s share capital by
issuing ordinary shares, or any securities giving access to the Company’s share capital, through a
public offering (excluding offers covered by paragraph 1° of article L. 411-2 of the French
Monetary and Financial Code), without shareholders’ preferential subscription rights,
19.delegation of authority to the Board of Directors to increase the number of securities to be issued
as a result of a share capital increase with or without preserving shareholders’ preferential
subscription rights pursuant to Resolutions 16, 17, and 18 above (“green shoe”),
20.delegation of authority to the Board of Directors to increase the Company’s share capital by way
of issuing shares and securities giving access to the Company’s share capital for the benefit of
members of a Company savings plan (plan d'épargne d’entreprise), without shareholders’
preferential subscription rights, and
21.approval of the overall limits pursuant to Resolutions 16 to 20 above, and
22.amendment of the fifth paragraph of Article 19 of the by-laws of the Company related to general
meetings in order to comply with the new provisions of Article R. 225-86 of the French
Commercial Code.
Annex A-3
TEXT OF THE RESOLUTIONS
RESOLUTIONS WITHIN THE AUTHORITY OF THE ORDINARY SHAREHOLDERS’ MEETING
First resolution
Renewal of the term of office of Mr. Michael Komasinski as Director
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
noting that the term of office of Mr. Michael Komasinski expires at the end of this Shareholders’ Meeting,
renews the term of office of Mr. Michael Komasinski as Director for a two-year period, expiring at the end
of the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year
ended December 31, 2027.
Second resolution
Renewal of the term of office of Ms. Marie Lalleman as Director
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
noting that the term of office of Ms. Marie Lalleman expires at the end of this Shareholders’ Meeting,
renews the term of office of Ms. Marie Lalleman as Director for a two-year period, expiring at the end of
the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year
ended December 31, 2027.
Third resolution
Renewal of the term of office of Mr. Ernst Teunissen as Director
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
noting that the term of office of Mr. Ernst Teunissen expires at the end of this Shareholders’ Meeting,
renews the term of office of Mr. Ernst Teunissen as Director for a two-year period, expiring at the end of
the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year
ended December 31, 2027.
Fourth resolution
Renewal of the term of office of Mr. Edmond Mesrobian as Director
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
Annex A-4
noting that the term of office of Mr. Edmond Mesrobian expires at the end of this Shareholders’ Meeting,
renews the term of office of Mr. Edmond Mesrobian as Director for a two-year period, expiring at the end
of the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year
ended December 31, 2027.
Fifth resolution
Non-binding advisory vote to approve the compensation for the named executive officers of the
Company
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
approves, on a non-binding advisory basis, the compensation paid to the Company’s named executive
officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders
pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission,
including the Compensation Discussion and Analysis, the compensation tables and the narrative
discussion, said Compensation Discussion and Analysis being attached as an annex to the Board of
Directors’ report.
Sixth resolution
Approval of the statutory financial statements for the fiscal year ended December 31, 2025
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the management report on the Company’s activities and accounts for the fiscal year
ended December 31, 2025 and the report of the statutory auditors on the performance of their duties for
this fiscal year,
approves the statutory financial statements of the Company for the fiscal year ended December 31,
2025, which show a loss amounting to €14,676,214 as well as the transactions reflected therein and
summarized in these reports, and
notes that the annual financial statements show neither excess depreciation and other non-deductible
amortization, nor any sumptuary expenses referred to in Article 39-4 of the General Tax Code.
Seventh resolution
Approval of the consolidated financial statements for the fiscal year ended December 31, 2025
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the management report for the Company and its subsidiaries for the fiscal year ended
December 31, 2025 and the consolidated financial statements for that year, as well as the report of the
statutory auditors thereon,
approves the consolidated financial statements of the Company (prepared in accordance with IFRS) for
the fiscal year ended December 31, 2025, as presented, as well as the transactions reflected therein and
summarized in these reports.
Annex A-5
Eighth resolution
Approval of the allocation of results for the fiscal year ended December 31, 2025
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report,
having acknowledged that the loss for the fiscal year ended December 31, 2025 amount to €14,676,214
and that the legal reserve is fully allocated,
decides to allocate the total loss to retained earnings.
It is noted that no dividends have been distributed for the last three fiscal years.
Ninth resolution
Approval of an agreement referred to in Articles L.225-38 of the French Commercial Code (related
party transactions) (Indemnification Agreement entered into between the Company and Ms.
Stefanie Jay),
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the special report of the statutory auditors concerning the agreements referred to in
Article L.225-38 of the French Commercial Code,
approves, in compliance with the provisions of Article L. 225-40 of the French Commercial Code, the
Indemnification Agreement entered into with Ms. Stefanie Jay, director, on June 13, 2025, the conclusion
of which has been authorized by the Board of Directors during its meeting on April 9, 2025.
Tenth resolution
Authorization to be given to the Board of Directors to execute a buyback of Company stock in
accordance with Article L. 225-209-2 of the French Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for a meeting of
ordinary shareholders,
having reviewed the Board of Directors’ report, the report of the independent expert designated in
accordance with Articles R. 225-160-1 et seq. of the French Commercial Code and the statutory auditors’
special report,
in accordance with Article L. 225-209-2 of the French Commercial Code,
authorizes the Board of Directors to purchase shares of the Company under the conditions set forth in
Article L. 225-209-2 of the French Commercial Code,
decides that the purchase of these shares may be effected on one or more occasions, on the market or
off market, including without limitation through an accelerated bookbuilding procedure (BB) or block trade,
but this authorization shall however not be used by the Board of Directors during a public tender offer by a
third-party,
decides that the authorization may be used and the shares so purchased may be allocated:
–within two (2) years from their purchase date, as payment or in exchange for assets acquired by
the Company in connection with a potential acquisition, merger, demerger or contribution-in-kind
transaction, or,
Annex A-6
–within one (1) year from their purchase date, to serve stock option plans, free share plans, profit
sharing plans and other allocations to employees and officers of the Company and of its affiliates;
or,
–within five (5) years of their purchase, to shareholders who notify the Company of their intention
to acquire them at an offer to sell organized by the Company itself within three (3) months of each
annual ordinary shareholders’ meeting, or
–to any further purpose as may be authorized by the law when this delegation shall be used by the
Board of Directors,
acknowledges that the maximum number of shares that may be purchased pursuant to this resolution for
the purposes stated in this resolution shall at no time exceed 10% of the total number of shares of the
Company outstanding, provided that if the shares are allocated as payment or in exchange for assets
acquired by the Company in connection with a potential acquisition, merger, demerger or contribution-in-
kind transaction, the maximum number of shares that may be purchased for that purpose shall at no time
exceed 5% of the total number of shares of the Company outstanding,
decides that all or part of the purchased shares, subject to the adoption of the eleventh resolution below,
can be canceled under the terms and conditions set forth in the said resolution,
acknowledges that any shares not used for the above-mentioned purposes within the relevant time
period will be automatically canceled, it being specified that the Board of Directors shall be authorized to
use the repurchased shares for any other purpose set forth above (within the relevant time period set
forth above),
decides to set the minimum purchase price per share (excluding fees and commissions) at $10.40, or the
then euro equivalent on the date on which this authorization is used, and the maximum purchase price
per share (excluding fees and commissions) at $46.31, or the then euro equivalent on the date on which
this authorization is used, in accordance with the report by the independent expert pursuant to Article L.
225-209-2 of the French Commercial Code, with an overall cap of $257,760,950.59; subject to
adjustments as necessary to reflect any relevant capital transactions (e.g. incorporation of reserves,
allocation of free shares, stock splits or reverse stock splits) that might occur during the term of this
authorization,
decides that the purchase price per share under this authorization shall be set by the Board of Directors,
grants full powers to the Board of Directors, with the option to sub-delegate powers to the Chief
Executive Officer or, with the agreement of the latter, to one or more Deputy Chief Executive Officers
(directeurs généraux délégués), if any, to implement this authorization, place stock market orders, enter
into all types of agreements as permitted by law, carry out any formalities, procedures and filings with the
French Autorité des Marchés Financiers and other competent bodies, and, in general, do whatever is
necessary.
This authorization is granted to the Board of Directors for a period of twelve (12) months from the date of
this Shareholders’ Meeting, and supersedes the authorization for the same purpose granted by the
Shareholders’ Meeting of June 13, 2025, provided that, if during the effective time of this authorization,
the Company’s shares are admitted to trading on a regulated market or a multilateral trading facility within
the meaning of the French Commercial Code, such authorization would automatically lapse.
RESOLUTIONS WITHIN THE AUTHORITY OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
Eleventh resolution
Authorization to be given to the Board of Directors to reduce the Company’s share capital by
canceling shares as part of the authorization to the Board of Directors allowing the Company to
Annex A-7
buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French
Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report,
authorizes the Board of Directors, in accordance with Article L. 225-209-2 of the French Commercial
Code, to cancel, on one or more occasions, all or part of the shares repurchased by the Company and to
reduce the share capital accordingly, such cancellations not to exceed 10% of the share capital of the
Company in the aggregate per twenty-four month period,
decides that any potential excess of the purchase price of the shares over their par value will be charged
on any available reserve account, including the legal reserves, provided that such legal reserve is not less
than 10% of the share capital of Company after the completion of the capital reduction,
grants full powers to the Board of Directors, with the option to sub-delegate as provided by law, to carry
out all acts, formalities or declarations necessary to finalize the capital reductions that could be achieved
pursuant to this authorization and for the purposes of amending the Company's by-laws as a result.
This authorization is granted for a period of twelve (12) months from the date of this Shareholders’
Meeting and supersedes the authorization for the same purpose granted by the Shareholders’ Meeting of
June 13, 2025.
Twelfth resolution
Authorization to be given to the Board of Directors to reduce the Company’s share capital by
canceling the shares acquired by the Company pursuant to the provisions of Article L. 225-208 of
the French Commercial Code
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the auditor’s report,
acting in accordance with Articles L. 225-204 to L. 225-205 of the French Commercial Code,
authorizes the Board of Directors to carry out a share capital reduction not motivated by losses, on one
or more occasions, up to a maximum amount of €139,149.725 by way of cancellation of a maximum of
5,565,989 Company’s shares with a par value €0.025 per share, acquired by the Company in accordance
with Article L. 225-208 of the French Commercial Code, linked to purchase of options or free shares
granted by the Company and became lapsed,
decides that the Board of Directors is granted all powers, with the right of sub-delegation under the
conditions provided by the law and under the conditions specified below, notably:
–in the event of the opposition of one or more creditors of the Company within the deadline for
opposition from creditors, which will start to run from the filing of the minutes of the current
shareholders’ meeting and of the minutes of the Board of Directors implementing the current
authorization, take any appropriate measure, set up any security or execute any court decision
ordering the lodging of guarantees or the reimbursement of debts,
–amend the Company’s by-laws accordingly and, more generally, do whatever is useful or
necessary for the implementation of the current resolution,
decides that this authorization is granted to the Board of Directors for a period of twelve (12) months from
the date of this Shareholders’ Meeting and supersedes the authorization for the same purpose granted by
the Shareholders’ Meeting of June 13, 2025 and shall not be used during a public tender offer by a third
party.
Annex A-8
Thirteenth resolution
Delegation of authority to the Board of Directors to reduce the share capital by way of a buyback
of Company stock followed by the cancellation of the repurchased stock
The Shareholders' Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors' report and the statutory auditors' report, in accordance with
Articles L. 225-204 and L. 225-207 of the French Commercial Code,
authorizes the Board of Directors to decide, as appropriate, at its own discretion, to carry-out, in one or
more times, one or more repurchases of shares (or American Depositary Shares) within the limit of a
maximum number of 11,131,979 shares of a nominal value of 0.025 euro for the purposes of canceling
them and resulting in the Company's share capital reduction not arising from losses, of a maximum
nominal amount of €278,299.475, in accordance with the provisions of Article L. 225-207 of the French
Commercial Code;
decides that the Board of Directors shall have all powers, with the right to sub-delegate, under the
conditions laid down by the law, to implement this delegation in accordance with applicable law and the
by-laws of the Company, and in particular to:
–set the final terms and conditions of the transaction, including in particular the number of shares
to be repurchased and canceled within the aforementioned limit and maximum repurchase price
at $46.31 per share (or the equivalent in euros of this amount on the date of use of this
delegation), i.e., a maximum aggregate amount of $515,521,947.490;
–in the event of opposition by one or more of the Company's creditors within the period of
opposition by the creditors, which shall begin to run as from the filing at the Commercial Court
registry of the present decision's minutes and of the Board of Directors' minutes implementing this
delegation, take any appropriate measure, create any financial security or comply with any court
decision ordering the creation of guarantees or the repayment of debts;
–make to all shareholders a buyback offer by the Company;
–in view of the results of the buyback offer, determine the final amount of the capital reduction and
acknowledge the completion of the capital reduction;
–if applicable, decide to deduct the difference between the repurchase value of the shares
acquired and the nominal of the canceled shares from any available reserves and premium
accounts, or from a retained earnings account;
–make any corresponding amendment to the Company's by-laws, and, in general, take any action
and perform all formalities required to carry out this resolution;
decides that this authorization is granted to the Board of Directors for a period of eighteen (18) months
from the date of this Shareholders' Meeting and supersedes the authorization for the same purpose
granted by the Shareholders’ Meeting of June 13, 2025 and may not be implemented in the event of a
public tender offer by a third party.
Fourteenth resolution
Authorization to be given to the Board of Directors to grant OSAs (options to subscribe for new
ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees
and corporate officers of the Company and employees of its subsidiaries pursuant to the
Annex A-9
provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders'
preferential subscription rights
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
authorizes the Board of Directors, pursuant to Articles L.225-177 to L.225-185 of the French Commercial
Code, to grant, during periods authorized by the law, in one or several times, in favor of the corporate
officers listed in Article L. 225-185 of the French Commercial Code and employees (or some of them) of
the Company and companies and economic interest groups ("groupements d'intérêt économique") related
to the Company under the conditions referred to in Article L. 225-180-I of the French Commercial Code,
options giving the right to subscribe or to purchase ordinary shares of the Company, provided that:
–the number of shares that may be issued or acquired upon the exercise of options granted
pursuant to this authorization shall be deducted from the overall limit set forth in the fifteenth
resolution below, and
– the total number of shares to be issued upon exercise of granted but unexercised OSAs may
never exceed one third of the share capital,
decides that this authorization is granted to the Board of Directors for a period of thirty-eight (38)
months from the date of this Shareholders’ Meeting and supersedes the authorization having the same
purpose granted pursuant to the sixteenth resolution of the shareholders’ meeting dated June 13, 2023.
decides this authorization includes, in favor of the holders of OSAs, express waiver by shareholders of
their preferential subscription right with respect to shares that may be granted as OSAs are exercised,
and shall be implemented in accordance with the terms and conditions provided by applicable laws and
regulations in force on the day the OSAs are granted,
decides that the purchase or subscription price per share shall be fixed by the Board of Directors on the
day the option is granted, by reference to the closing sale price of an American Depositary Share
representing an ordinary share of the Company on the Nasdaq Stock Market on the day preceding the
date of the Board of Directors’ decision to grant the options. However, the purchase or subscription price
per share shall not, in any case, be less than ninety-five percent (95%) of the average of the closing sale
price of an American Depositary Share representing one ordinary share of the Company on the Nasdaq
Stock Market during the twenty days of trading preceding the day of the Board of Directors’ decision to
grant options;
provided that, when an option allows its holder to purchase shares which have been previously purchased
by the Company, its exercise price, without prejudice to the provisions above and in accordance with legal
provisions in force, may not, in addition, be less than 80% of the average price paid by the Company for
the purchase of the treasury shares by the Company;
decides the subscription or purchase price for the shares to which the options relate cannot be modified
during the term of the options, provided that, if the Company were to carry out one of the transactions
referred to in Article L.225-181 of the French Commercial Code, it shall take the necessary steps to
protect the interests of the holders of the options under the conditions provided in Article L.228-99 of the
French Commercial Code,
decides that, in the event the adjustment referred to in Article L.228-99 3° of the French Commercial
Code is necessary, the adjustment would be realized by applying the method provided in Article R.228-91
of the French Commercial Code, provided that the value of the preferential subscription rights, as well as
the value of the shares before detachment of subscription rights would, if necessary, be determined by
the Board of Directors based on the subscription, exchange or sale price per share used for the last
transaction with respect to the share capital of the Company (capital increase, contributions-in kind of
securities, sale of shares, etc.) during the six (6) months preceding such meeting of the Board of
Directors, or, if no such transaction occurred, based on other financial parameters deemed appropriate by
the Board of Directors,
Annex A-10
decides that in the event of the issue of new shares or new securities giving access to the Company’s
share capital or in the event of a merger or split-up of the Company, the Board of Directors may suspend,
if necessary, the exercise of options, during a maximum of three months,
sets the maximum the term of the options at nine years and six months from the date of the grant, or up
to ten years in the event of the death or disability of the option holder within such nine year and six month
term, and
grants all powers to the Board of Directors, within the limits set out above, to:
–determine the categories of option holders and the identity of holders of OSAs or OAAs, as well
as the number of options to grant to each holder;
–set, and as the case amend, the purchase and/or subscription price of the shares underlying the
OSAs or OAAs, within the limits set forth above, provided that the subscription price per share
shall be at least equal to the par value of the share;
–ensure that the number of OSAs granted by the Board of Directors is set such that the total
number of OSAs granted but not exercised does not give right to subscribe to a number of shares
exceeding a third of the share capital;
–determine the modalities of a OSA or OAA plan and set the conditions in which the options will be
granted, including, in particular, the schedule of exercise of options granted, which may vary
according to the holders; provided that these conditions may include clauses prohibiting
immediate resale of all or part of the shares delivered upon exercise of the options, within the
limits set by applicable law;
–acquire shares of the Company, if any, as necessary for the allocation of any shares to which
OAAs give right;
–proceed with the adjustments referred to in article R.228-91 of the French Commercial Code,
when applicable;
–complete, with power to subdelegate, all acts and formalities in order to finalize the capital
increases that may be effected pursuant to the authorization subject to this resolution and
proceed with the subsequent amendment of the by-laws of the Company;
–charge, if it deems necessary, fees of capital increases from the amount of premiums related to
these increases and deduct from this amount the necessary sums to bring the legal reserve to a
tenth of the new share capital following any increase;
–and, generally, in accordance with applicable law, either itself or through a representative, take
any action and execute any agreement that is necessary for the implementation of this
authorization;
The Board of Directors will inform the Shareholders’ Meeting each year of the operations carried out
within the framework of this resolution.
Fifteenth resolution
Approval of the maximum number of shares that may be issued or acquired pursuant to
Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-
Based RSUs to employees and corporate officers of the Company and employees of its
subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to
grant Performance-Based RSUs to employees and corporate officers of the Company and
employees of its subsidiaries), and the Resolution 14 herein (authorization to grant options to
purchase or to subscribe shares to employees and corporate officers of the Company and
employees of its subsidiaries)
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
Annex A-11
having reviewed the Board of Directors’ report,
decides to set at 7,000,000 ordinary shares with a nominal value of €0.025 each, the maximum number
of shares
(i)which may be issued or acquired following grant of time-based restricted stock units (“Time-
Based-RSUs”) issued or acquired following grant of time-based restricted stock units (“Time-
Based-RSUs”) under the 2015 time-based restricted stock units plan, adopted by the Board on
July 30, 2015 and approved by the annual shareholders’ meeting held on October 23, 2015, as
amended from time to time (the “Amended and Restated 2015 Time-Based Restricted Stock
Units Plan”), decided after this Shareholders’ Meeting pursuant to the fifteenth resolution of the
Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to
employees and corporate officers of the Company and employees of its subsidiaries),
(ii)which may be issued or acquired following grant of performance-based restricted stock units
(“Performance-Based RSUs”) under the 2015 performance-based restricted stock units plan,
adopted by the Board on July 30, 2015 and approved by the annual shareholders’ meeting held
on October 23, 2015, as amended from time to time (the “Amended and Restated 2015
Performance-Based Restricted Stock Units Plan”), decided after this Shareholders’ Meeting
pursuant to the sixteenth resolution of the Shareholders’ Meeting dated June 25, 2024
(authorization to grant Performance-Based RSUs to employees and corporate officers of the
Company and employees of its subsidiaries), and
(iii)which may be issued or acquired upon the exercise of options under the 2016 stock option plan
adopted by the Board on April 7, 2016 and approved by the annual shareholders’ meeting held on
June 29, 2016, as amended from time to time (the “Amended 2016 Stock Option Plan”),
granted after this Shareholders’ Meeting pursuant to the fourteenth resolution above
(authorization to grant options to purchase or to subscribe shares to employees and corporate
officers of the Company and employees of its subsidiaries),
it being specified that this global limit does not include any additional shares issued to preserve, in
accordance with applicable legal and contractual provisions, the rights of any holder of securities or other
rights giving access to shares of the Company.
Sixteenth resolution
Delegation of authority to the Board of Directors to increase the Company’s share capital by
issuing ordinary shares, or any securities giving access to the Company’s share capital, for the
benefit of a category of persons meeting predetermined criteria (underwriters), without
shareholders’ preferential subscription rights
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
acting in accordance with Articles L. 225-129, L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the
French Commercial Code,
grants to the Board of Directors the authority to decide, on one or more occasions, in the proportions and
at the times it deems appropriate, both in France and abroad, to increase the number of authorized
ordinary shares of the Company or any type of securities giving access, by any means, immediately and/
or in the future, to the Company’s share capital (including without limitation, any bonds redeemable or
convertible for ordinary shares and any warrants attached or not to ordinary shares or other types of
securities), which securities may be issued in euros, a foreign currency or in any monetary units
established by reference to several currencies at the option of the Board of Directors, to be paid in cash,
including by way of set-off against receivables,
decides that this authorization shall not be used during a public tender offer by a third party,
Annex A-12
decides that the maximum nominal amount of the share capital increase, immediately or in the future, by
virtue of the powers granted by the Annual General Shareholders’ Meeting to the Board of Directors
pursuant to this resolution, may not exceed the global amount of €139,149.725. This limit is set without
taking into account the par value of the Company’s ordinary shares to be issued, if applicable, in relation
to the adjustments to be carried out in order to protect the rights of holders of securities and other rights
giving access to capital, in accordance with legal and regulatory requirements as well as applicable
contractual provisions,
decides that the nominal amount of any share capital increase that may be carried out in application of
this resolution will be deducted from the overall limit set forth in the twenty-first resolution below,
decides that the nominal amount of all debt securities giving access to the Company’s share capital to be
issued pursuant to this authorization will not exceed $500,000,000 (or the corresponding value of this
amount for an issuance in a foreign currency),
–this amount will be increased, if applicable, for any redemption premium above the nominal value,
–this amount will be deducted from the overall limit set forth in the twenty-first resolution below,
–this limit does not apply to securities the issuance of which is decided or authorized by the Board
of Directors in accordance with Article L. 228-40 of the French Commercial Code,
decides to waive the shareholders’ preferential subscription rights attached to the shares and securities
which will be issued and to restrict the persons eligible to subscribe for those shares and securities to
which this resolution pertains to the following category of persons:
–any bank, investment services provider or member of a banking syndicate (underwriters)
undertaking to ensure the completion of the share capital increase or of any issuance that could
in the future lead to a share capital increase in accordance with the present delegation of
authority;
take notes, as necessary, that the present delegation of authority automatically includes, for the benefit of
the holders of the securities giving access to the Company’s share capital to be issued pursuant to this
delegation, as applicable, express waiver by the shareholders of their preferential subscription right with
respect to the ordinary shares to which such securities give right,
decides that the issue price of the ordinary shares to be issued by virtue of the present delegation will be
at least equal to the weighted average price of the American Depositary Shares representing the
Company’s ordinary shares on the Nasdaq Global Market for the five trading days preceding the
determination of the issue price, subject to a maximum discount of 10%, taking into account, if applicable,
the difference in the dividend entitlement date of the shares, provided that (i) in the case of an issuance of
securities giving access to the Company’s share capital, the issue price of the ordinary shares to be
issued upon the exercise, conversion or exchange of such securities, may, as applicable, be set, at the
discretion of the Board of Directors, by reference to a formula set by it and applicable after the issuance of
the securities (for example, upon exercise, conversion or exchange) in which case the aforementioned
maximum discount may be determined, if the Board of Directors deems appropriate, on the date of the
application of the formula (and not on the date of the setting of the issue price), and (ii) the issue price of
the securities giving access to the Company’s share capital issued by virtue of the present resolution, if
any, will be such that the amount immediately received by the Company plus the amount likely to be
received by it at the time of exercise or conversion of said securities, shall be, for each ordinary share
issued as a consequence of the issue of said securities, at least equal to the minimum amount set forth
above,
specifies that this delegation is granted to the Board of Directors for a period of eighteen (18) months
as from the date of the present Shareholders’ Meeting and supersedes all previous delegations for the
same purpose,
decides that the Board of Directors is granted all powers to implement, in accordance with provisions set
forth in the law and the by-laws of the Company, the present delegation in order to, notably:
Annex A-13
–determine the amount of the share capital increase, the issue price (provided that such price will
be determined in accordance with the conditions set forth above), and the premium that may, if
appropriate, be requested at the issuance;
–set the dates, terms and conditions of any issuance, as well as the form and the characteristics of
the shares or securities giving access to the Company’s share capital to be issued;
–determine the dividend eligibility date, which may be retroactive, for shares or securities giving
access to the Company’s share capital to be issued and the method of payment;
–set the list of the beneficiaries within the above mentioned category of persons and the number of
securities to be granted to each of them;
–in its sole discretion and whenever it deems it appropriate, charge the expenses and fees
generated by the share capital increases performed by virtue of the delegation mentioned in this
resolution to the amount of the premium related to such increases and deduct therefrom the
necessary amounts in order to bring the legal reserve to one-tenth of the new share capital
amount after each share capital increase;
–acknowledge completion of each share capital increase and make the corresponding
amendments to the Company’s by-laws;
–in general, enter into any agreement, particularly to ensure the successful completion of the
proposed issuances, take all measures and accomplish all formalities required for the issuance,
for the listing and for any financial services relating to the securities issued by virtue of the
present delegation, as well as pursuant to the exercise of the rights attached thereto;
–make any decisions relating to the admission of the shares or securities issued for trading on the
Nasdaq Global Market.
Seventeenth resolution
Delegate authority to the Board of Directors to increase the Company’s share capital by way
issuing ordinary shares or any securities giving access to the Company’s share capital, while
preserving the shareholders’ preferential subscription rights
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
after having reviewed the Board of Directors’ report and the statutory auditors’ report,
acting in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code,
notably, 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,
grants to the Board of Directors the authority to decide, on one or more occasions, in the proportions and
at the times it considers appropriate, both in France and abroad, in euros, foreign currencies or any
monetary unit calculated by reference to multiple currencies, for free or against consideration, to issue
ordinary shares of the Company and any type of securities giving, by any means, immediately and/or in
the future, access to the Company’s share capital, said shares conferring the same rights as existing
shares, except for their dividend entitlement date,
decides that the securities issued pursuant to this delegation may consist of debt securities or be related
to the issue of such debt securities or permit the issue as intermediate securities,
decides that the shareholders have, in proportion to the amount of their shares, a preferential right of
subscription to the ordinary shares or securities to be issued, as the case may be, pursuant to this
delegation,
grants to the Board of Directors the power to grant to the shareholders the right to subscribe, subject to
pro rata reduction (à titre réductible), to a greater number of shares than the number of shares to which
Annex A-14
they would be entitled to subscribe by irrevocable entitlement (à titre irréductible), proportional to the
amount of shares they hold, and, in any event, within the limit of the number they request,
decides that the maximum nominal amount of share capital increases to be completed, immediately or in
the future, may not exceed the global amount €695,748.675. This limit is set without taking into account
the par value of the ordinary shares to be issued, if applicable, in relation to adjustments carried out in
order to protect the rights of holders of securities and other rights giving access to capital, in accordance
with legal and regulatory requirements as well as applicable contractual provisions,
decides that the nominal amount of all issuances of debt securities giving access to the Company’s share
capital to be completed will not exceed $500,000,000 (or the corresponding value of this amount for an
issuance in a foreign currency), it being specified that:
–this amount will be increased, if applicable, for any redemption premium above nominal value,
–this amount will be deducted from the overall limit set forth in twenty-first resolution below,
–this limit does not apply to securities the issuance of which is decided or authorized by the
Board of Directors in accordance with Article L. 228-40 of the French Commercial Code,
decides that if the statutory and optional (if any) subscriptions do not result in the issuance being
subscribed for in full, the Board of Directors, in accordance with the provisions set forth in the law and in
the order of its choice, may use any or all of the rights referred to in Article L. 225-134 of the French
Commercial Code, in particular it may:
–limit the issuance to the number of subscriptions, provided that the subscriptions reach at least
three quarters of the issuance initially decided,
–freely allocate, at its own discretion to persons of its choice, all or part of the securities not
subscribed for, and
–publicly trade all or part of the issued, but not subscribed securities, in France or abroad,
decides that the issuance of warrants (bons de souscription d’actions, or warrants) of the Company may
be performed by way of an offer to subscribe, but also by way of free allocation to the holders of existing
shares,
decides, in the case of free allocation of warrants (bons de souscription d’actions, or warrants), that the
Board of Directors would have the possibility to decide that the allocation rights on fractional shares will
not be tradeable and that the corresponding shares will be sold,
takes note, as necessary, that the present delegation unconditionally and expressly waives, in favor of
the holders of the securities to be issued giving access to the Company's share capital, if any, pursuant to
the present delegation, express renunciation by the shareholders to their preferential subscription right to
the ordinary shares to which those securities give right,
specifies that the delegation is granted to the Board of Directors for a period of twenty-six (26) months
as from the date of this Shareholders’ Meeting, and supersedes all previous delegation established for the
same purpose,
decides that the Board of Directors is granted all powers, with the right of sub-delegation under the
conditions established by applicable laws and regulations, to implement, in accordance with applicable
law and the Company’s by-laws, the present delegation in order to, notably:
–set the dates, conditions and modalities of any issuance, as well as the form and the
characteristics of the shares or securities giving access to the Company’s share capital to
be issued, with or without premium,
Annex A-15
–determine the amounts to be issued, the dividend entitlement date, which may be
retroactive, of the shares or securities giving access to the Company’s share capital to
be issued, the method of payment, and as the case may be, the terms of exercise of the
right to exchange, conversion, reimbursement or allocation in any other manner of shares
or securities giving access to the Company’s share capital,
–make any adjustment required in order to protect the interests of the holders of rights
attached to the securities that shall be issued giving access to the Company’s share
capital, in accordance with legal and regulatory requirements as well as applicable
contractual provisions, and
–suspend, as necessary, the exercise of the rights attached to the securities for a
maximum period of three months,
decides that the Board of Directors may:
–in its sole discretion and whenever it deems it appropriate, charge the expenses, rights
and fees generated by the share capital increases performed by virtue of the present
delegation, to the total amount of the premium related to those transactions and
withdraw, from the amount of such premium, the necessary amounts in order to bring the
legal reserve to one-tenth of the new amount of the share capital after each increase,
–take any decision in relation to the admission of the securities issued hereby to trading on
the Nasdaq Global Market, and,
–more generally, enter into any agreement, notably to successfully complete the
proposed issuance of shares or securities, take all measures and carry out all
formalities for the purpose finalizing the share capital increases that may be made
pursuant to this delegation, as well as to carry out the corresponding amendment of the
Company’s by-laws.
Eighteenth resolution
Delegate authority to the Board of Directors to increase the Company’s share capital by issuing
ordinary shares, or any securities giving access to the Company’s share capital, through a public
offering (excluding offers covered by paragraph 1° of article L. 411-2 of the French Monetary and
Financial Code), without shareholders’ preferential subscription rights
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
acting in accordance with Articles L. 225-129 et seq. of the French Commercial Code, and notably,
Articles 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,
grants to the Board of Directors the authority to decide to issue, by way of public offering (excluding
offers covered by paragraph 1° of article L. 411-2 of the French Monetary and Financial Code), on one or
more occasions, in the proportions and at the times it deems appropriate, both in France and abroad, in
euros, foreign currencies or any monetary unit calculated by reference to multiple currencies, for free or
against consideration, ordinary shares of the Company and/or any type of securities giving access, by any
means, immediately and/or in the future, to ordinary shares of the Company, such shares conferring the
same rights as existing shares, except for their dividend entitlement date,
Annex A-16
decides that this authorization shall not be used by the Board of Directors during a public tender offer by
a third-party,
decides that the securities issued pursuant to this delegation may consist of debt securities or be related
to the issue of such debt securities or permit the issue as intermediate securities,
decides to waive the shareholders’ preferential subscription right attached to the ordinary shares or
securities issued by virtue of the present delegation,
decides to allow the Board of Directors to grant, at its own discretion, to shareholders a priority
subscription right on all or some of the issuances pursuant to this authorization under the terms and
conditions set forth pursuant to Article L. 225-135 of the French Commercial Code, if, when the present
delegation is used, the Company’s shares are admitted to trading on a regulated market (marché
réglementé) within the meaning of the French Commercial Code. This priority subscription right will not
give rise to the creation of negotiable rights, but may be exercised by irrevocable entitlement (à titre
irréductible) or subject to pro rata reduction (à titre réductible), if the Board of Directors decides that it is
appropriate,
notes, as necessary, that the present delegation includes, in favor of the holders of the securities to be
issued giving access to the Company's share capital, express waiver by the shareholders of their
preferential subscription right with respect to the ordinary shares to which such securities give right,
decides that the maximum nominal amount of the share capital increase that may be completed,
immediately or in the future, by virtue of this resolution, may not exceed the global amount of
€139,149.725. This limit is set without taking into account the par value of the ordinary shares to be
issued, if applicable, in relation to adjustments carried out in order to protect the rights of holders of
securities and other rights giving access to capital, in accordance with legal and regulatory requirements
as well as applicable contractual provisions,
decides, in addition, that the nominal amount of any share capital increase that may be completed by
virtue of the powers granted to the Board of Directors pursuant to this resolution will be deducted from the
overall limit set forth in the twenty-first resolution below,
decides that the nominal amount of all issuances of debt securities giving access to the Company’s share
capital that may be completed by virtue of this resolution will not exceed $500,000,000 (or the
corresponding value of this amount for an issuance in a foreign currency), it being specified that: this
amount will be increased, if applicable, for any redemption premium above nominal value, this amount will
be deducted from the overall limit set forth in the twenty-first resolution below, this limit does not apply to
securities the issuance of which is decided or authorized by the Board of Directors in accordance with
Article L. 228-40 of the French Commercial Code,
decides that if the issuance of shares or securities referred to above is not subscribed for in full, the
Board of Directors, in accordance with the provisions set forth in the law and in the order of its choice,
may use any or all of the rights referred to in Article L. 225-134 of the French Commercial Code, in
particular it may: limit the issuance to the number of subscriptions, provided that the subscriptions reach
at least three quarters of the issuance initially decided, freely allocate, at its own discretion to persons of
its choice, all or part of the securities not subscribed for, and publicly trade all or part of the issued but not
subscribed-for securities, in France or abroad,
decides that the issue price of the shares that may be issued by virtue of the present delegation will be
determined by the Board of Directors and will be at least equal to the average of the weighted average
price by volume of a share of the Company on the Nasdaq Global Market for the five trading days
preceding the determination of the issue price, subject to a maximum discount of 10% (provided that, if,
when the present delegation is used, the Company’s shares are admitted to trading on a regulated market
recognized as such by the French Autorité des Marchés Financiers, the price will be determined in
accordance with the provisions of Article L. 225-136-1 of the French Commercial Code), taking into
account, if applicable, the difference in the dividend entitlement date of the shares and it being specified
that the issue price of the securities giving access to capital to the Company’s share capital issued by
virtue of the present delegation, if any, will be such that the amount immediately received by the Company
plus the amount likely to be received by it at the time of exercise or conversion of said securities, shall be,
Annex A-17
for each ordinary share issued as a consequence of the issue of said securities, at least equal to the
minimum amount set forth above,
decides that this delegation is granted to the Board of Directors for a period of twenty-six (26) months
as from the date of this Shareholders’ Meeting, and supersedes all previous delegation established for the
same purpose,
decides that the Board of Directors is granted all powers, with the right to sub-delegate in accordance
with applicable law and regulations, to implement, in accordance with provisions set forth in the law and
the Company’s by-laws, the present delegation in order to, notably: set the dates, terms and conditions of
any issuance, as well as the form and the characteristics of the shares or securities giving access to the
Company’s share capital to be issued, with or without premium, determine the amounts to be issued, the
dividend entitlement date, which may be retroactive, of the shares or securities giving access to the
Company’s share capital to be issued, the method of payment, and where appropriate, the terms of
exercise of the right to exchange, conversion, reimbursement or allocation in any other manner of shares
or securities giving access to the Company’s share capital, make any adjustment required in order to
protect the interests of the holders of rights attached to the securities that shall be issued giving access to
the Company’s share capital, in accordance with legal and regulatory requirements as well as applicable
contractual provisions, and, suspend, as necessary, the exercise of the rights attached to the securities
for a maximum period of three months,
decides that the Board of Directors may: in its sole discretion and whenever it deems it appropriate,
charge the expenses and fees generated by the share capital increases performed by virtue of the
delegation mentioned in this resolution to the amount of the premium related to such increases and
deduct from this amount the necessary amounts in order to bring the legal reserve to one-tenth of the new
amount of the share capital after each increase, make any decision in relation to the admission of the
securities issued to trading on the Nasdaq Global Market in the United States of America, and, more
generally, enter into any agreement, particularly to ensure the successful completion of the proposed
issuances of shares or securities, take all measures and carry out all formalities for the purpose of
finalizing the share capital increases that may be made pursuant to this delegation, as well as to carry out
the corresponding amendment of the Company’s by-laws.
Nineteenth resolution
Delegation of authority to the Board of Directors to increase the number of securities to be issued
as a result of a share capital increase with or without preserving shareholders’ preferential
subscription rights pursuant to Resolutions 16, 17 and 18 above (“green shoe”)
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
acting in accordance with Articles L. 225-129, L. 225-129-2, L. 225-135, L. 225-135-1 et seq., L. 228-91
and L. 228-92 of the French Commercial Code,
grants to the Board of Directors the authority to increase the number of shares or securities to be issued
in the event of oversubscription, with or without preserving preferential subscription right, in connection
with any increase of the share capital of the Company carried out pursuant to the sixteenth resolution,
seventeenth resolution and eighteenth resolution above, in accordance with the conditions set forth in
Articles L. 225-135-1 and R. 225-118 of the French Commercial Code (which, as of the date hereof,
permits the issuance of shares or securities at the same price as the initial issuance and up to a limit of
15% of the amount of the initial issuance, within thirty days of the closing date of the initial subscription),
such shares conferring the same rights as existing shares, except for their dividend entitlement date,
decides that: the nominal amount of any share capital increase carried out pursuant to the seventeenth
resolution above that may be thus increased in application of this resolution may not exceed
€695,748.675, and the nominal amount of any share capital increase carried out pursuant to the sixteenth
Annex A-18
resolution and eighteenth resolution above that may be thus increased in application of this resolution will
be deducted from the overall limit set forth in the twenty-first resolution below,
decides that the present delegation is granted to the Board of Directors for a period of twenty-six (26)
months as from the date of this Shareholders’ Meeting,
decides that the Board of Directors is granted all powers, with the right to sub-delegate in accordance
with applicable law and regulations, to implement, in accordance with applicable law and the Company’s
by-laws, the present delegation in order to, notably:
–set the dates, terms and conditions of any issuance, as well as the form and the characteristics of
the shares or securities giving access to the Company’s share capital to be issued, with or without
premium,
–determine the amounts to be issued, the dividend determination date, which may be retroactive,
of the shares or securities giving access to the Company’s share capital to be issued, the method
of payment, and as applicable, the terms of exercise of the right to exchange, conversion,
reimbursement or allocation in any other manner of the securities giving access to the Company’s
share capital,
–make any adjustment required in order to protect the interests of the holders of rights attached to
the securities giving access to the Company’s share capital that shall be issued, in accordance
with legal and regulatory requirements as well as applicable contractual provisions, and
–suspend, as necessary, the exercise of the rights attached to the securities for a maximum period
of three months,
decides that the Board of Directors may:
–in its sole discretion and whenever it deems it appropriate, charge the expenses and fees
generated by the share capital increases performed by virtue of the delegation mentioned in this
resolution, to the amount of the premium related to such increases and deduct there from the
necessary amounts in order to bring the legal reserve to one-tenth of the new share capital
amount after each share capital increase,
–take any decision in relation to the admission of the securities issued to trading on the Nasdaq
Global Market, and
–more generally, enter into any agreement, in particular to ensure the successful completion of the
proposed issuance of shares or securities, take all measures and carry out all formalities for the
purpose of finalizing the share capital increases that may be made pursuant to this delegation, as
well as to make the corresponding amendment of the Company’s by-laws.
Twentieth resolution
Delegation of authority to the Board of Directors to increase the Company’s share capital by way
of issuing shares and securities giving access to the Company’s share capital for the benefit of
members of a Company savings plan (plan d’épargne d’entreprise), without shareholders’
preferential subscription rights,
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
acting in accordance with Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code
and Article L. 3332-1 et seq. of the French Labor Code,
grants to the Board of Directors the authority to issue, on one or more occasions in the proportions and at
the times it deems appropriate, ordinary shares or any type of securities giving access, by any means,
immediately and/or in the future, to the Company’s ordinary shares reserved for participants in a savings
Annex A-19
plan of the Company or, as applicable, of French or foreign companies affiliated with the Company
according to Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor
Code,
decides that the maximum nominal amount of the increase in share capital that may be completed
pursuant to this resolution may not exceed €41,744.9. This limit is set without taking into account the par
value of the Company’s ordinary shares to be issued, if applicable, in relation to the adjustments to be
carried out in order to protect the rights of holders of securities or other rights giving access to shares, in
accordance with legal and regulatory requirements as well as applicable contractual provisions,
decides that the total nominal amount of debt securities issued giving access to the Company’s share
capital that may be issued pursuant to this resolution shall not exceed $500,000,000 (or the
corresponding value of this amount for an issuance in a foreign currency), will be deducted from the
overall limit set forth in the twenty-one resolution below,
decides that the nominal amount of any share capital increase that may be carried out in application of
this resolution will be deducted from the overall limit set forth in the twenty-one resolution below,
specifies that this delegation is granted to the Board of Directors for a period of eighteen (18) months
as from the date of the present Shareholders’ Meeting,
decides that the issue price of the new shares or securities giving access to the Company’s share capital
will be determined by the Board of Directors in accordance with Articles L. 3332-18 to L. 3332-23 of the
French Labor Code,
decides to waive, for the benefit of the participants in a savings plan, the shareholders’ preferential
subscription rights to the shares or securities giving access by any means, immediately or in the future, to
ordinary shares to be issued according to this resolution,
decides that the Board of Directors is granted full powers to implement the present delegation, with the
right to sub-delegate in accordance with the conditions set forth in applicable laws and regulations,
particularly in order to, without limitation:
–decide that the subscriptions may be completed directly or through employee shareholding funds,
or any other structure or entity permitted by applicable laws or regulations;
–set the dates, terms and conditions of any issuance pursuant to the present resolution, and, set
the opening and closing dates of the subscriptions, the dividend entitlement date, the method of
payment for shares and other securities giving access to the Company’s share capital, and to set
the deadline for the payment for shares and, as applicable, other securities giving access to the
Company’s share capital;
–to apply for the admission to trading of the securities issued, record the completion of the share
capital increases and to subsequently amend the Company’s by-laws, to carry out, directly or
through an assignee, all transactions and formalities related to the share capital increases and, to
charge the expenses of the share capital increases to the amount of the premiums related to
such increases, and deduct therefrom the necessary amounts in order to bring the legal reserve
to one-tenth of the new share capital amount after each increase.
Twenty-first resolution
Approval of the overall limits pursuant to the Resolutions 16 to 20 above
The Shareholders’ Meeting, acting under the conditions of quorum and majority required for an
extraordinary meeting of shareholders,
having reviewed the Board of Directors’ report and the statutory auditors’ report,
decides that:
Annex A-20
–the global nominal amount of the share capital increases which may be completed pursuant to
the sixteenth resolution, eighteenth resolution, nineteenth resolution and twentieth resolution
above may not exceed €139,149.725. This limit is set without taking into account the par value of
the Company’s ordinary shares to be issued, if applicable, in relation to adjustments to be carried
out in order to protect the rights of holders of securities or other rights giving access to shares of
the Company, in accordance with legal and regulatory requirements as well as applicable
contractual provisions,
–the global nominal amount of the debt securities that may be issued pursuant to the sixteenth
resolution, seventeenth resolution, eighteenth resolution, and twentieth resolution above shall not
exceed $500,000,000 (or the corresponding value of this amount for an issuance in a foreign
currency or in a monetary unit calculated by reference to multiple currencies).
Twenty-second resolution
Amendment of the fifth paragraph of Article 19 of the by-laws of the Company related to general
meetings in order to comply with the new provisions of Article R. 225-86 of the French
Commercial Code
The Shareholders’ Meeting,
acting under the conditions of quorum and majority required for extraordinary shareholders’ meetings,
having reviewed the Board of Directors’ report,
resolves
to amend the fifth paragraph of Article 19 of the by-laws as follows, in order to reflect the amendment of
Article R. 225-86 of the French Commercial Code concerning the right to participate in general meetings:
« […]
The right to participate in shareholders’ meetings is evidenced by the registration of the shares in the
name of the shareholder on the fifth (5th) business day preceding the date of the shareholders’ meeting at
12:00 a.m., Paris time.
[…] ».
The rest of the article remains unchanged
***
Annex B-1
ANNEX B
FRENCH GAAP STATUTORY FINANCIAL STATEMENTS
Please note that because we are a French company, the full text of the statutory financial
statements included in this Annex B has been translated from French. In the case of any
discrepancy between this version and the French version, the French version will prevail.
CRITEO S.A.
32 rue Blanche
75009 Paris
ANNUAL FINANCIAL STATEMENTS
for the fiscal year ending on
December 31, 2025
Annex B-2
INCOME STATEMENT |
In Keuros | 2025 | 2024 |
Revenue | 70,019 | 55,719 |
Net sales | 70,019 | 55,719 |
Capitalized production | - | - |
Grants | - | - |
Reversals of amortizations, depreciations and provisions | 1,029 | 1,313 |
Other products | 290,280 | 235,254 |
Total operating revenues | 361,328 | 292,286 |
Other purchases and external expenses | 231,988 | 176,634 |
Taxes and similar payments | 1,650 | (119) |
Wages and salaries | 3,002 | 2,659 |
Social charges | 3,537 | 3,517 |
Operating allowances | 1,069 | 900 |
Other expenses | 179,108 | 171,112 |
Total operating expenses | 420,354 | 354,704 |
Net operating expenses | (59,026) | (62,419) |
Financial income from investments | 124,616 | 121,613 |
Other interest and similar income | 26,740 | 2,178 |
Reversals of provisions, depreciations and expense transfers | 105,127 | 67,773 |
Positive exchange rate differences | 84,548 | 86,225 |
Proceeds from Sale of Financial Investments | 668 | 99,417 |
Total financial income | 341,700 | 377,205 |
Financial amortizations, depreciations and provisions | 123,140 | 109,710 |
Interest and similar expenses | 83,996 | 149,930 |
Negative exchange rate differences | 90,250 | 82,724 |
Total financial expenses | 297,387 | 342,365 |
Net financial income | 44,313 | 34,841 |
Net recurring operating income | (14,713) | (27,578) |
Non recurring income | - | - |
Total Non recurring income | - | - |
Non recurring expenses | - | - |
Total Non recurring expenses | - | - |
Net non recurring income | - | - |
Employee profit-sharing | - | - |
Income taxes | (37) | (7,275) |
Profit/Loss | (14,676) | (20,303) |
Annex B-3
BALANCE SHEET – ASSETS |
In Keuros | 12/31/2025 | 12/31/2024 | ||
Gross | Amortization & Depreciation | Net | Net | |
Concessions, patents, similar rights | - | - | - | - |
Goodwill | - | - | - | - |
Other intangible assets | - | - | - | - |
Intangible assets | - | - | - | - |
Other tangible assets | - | - | - | - |
Property, plant and equipment in progress | - | - | - | - |
Advances and deposits | - | - | - | - |
Property, plant and equipment | - | - | - | - |
Long-term equity interests | 609,695 | 21,696 | 587,998 | 606,204 |
Receivables related to equity investments | 13,762 | - | 13,762 | 176,605 |
Loans | - | - | - | - |
Other financial assets | 21,243 | - | 21,243 | 26,162 |
Financial assets | 644,700 | 21,696 | 623,004 | 808,972 |
Non current assets | 644,700 | 21,696 | 623,004 | 808,972 |
Advances | 136 | - | 136 | 8 |
Trade receivables | 73,820 | - | 73,820 | 63,461 |
Other receivables | 40,121 | - | 40,121 | 75,104 |
Prepaid expenses | 1,009 | - | 1,009 | 1,266 |
Receivables | 114,949 | - | 114,949 | 139,831 |
Marketable securities | 114,821 | - | 114,821 | 12,004 |
Treasury shares | 105,453 | - | 105,453 | 100,183 |
Cash | 261,261 | - | 261,261 | 262,406 |
Current assets | 596,620 | - | 596,620 | 514,432 |
Debt issuance costs to be amortized | 798 | - | 798 | 1,255 |
Translation differences - Assets | 1,345 | - | 1,345 | 7,049 |
Total Assets | 1,243,463 | 21,696 | 1,221,767 | 1,331,708 |
Annex B-4
BALANCE SHEET – LIABILITIES AND EQUITY |
In Keuros | 12/31/2025 | 12/31/2024 | |
Share capital | 1,391 | 1,444 | |
Share premium | 5,735 | 67,904 | |
Legal reserve | 232 | 232 | |
Regulated reserves | 13,967 | 13,967 | |
Other reserves | - | - | |
Retained earnings | 578,396 | 598,699 | |
Profit/loss for the period | (14,676) | (20,303) | |
Total Shareholders' equity | 585,044 | 661,943 | |
Provisions for risks | 106,512 | 107,121 | |
Total provisions for risks and charges | 106,512 | 107,121 | |
Bank overdrafts | - | 3,072 | |
Borrowings and other financial liabilities | 446,239 | 482,918 | |
Trade payables | 62,727 | 58,015 | |
Social and tax liabilities | 11,022 | 7,575 | |
Payables on fixed assets and related accounts | - | - | |
Other current liabilities | 331 | 3,335 | |
Total liabilities | 520,318 | 554,914 | |
Translation differences - Liabilities | 9,892 | 7,730 | |
Total of shareholders’ equity and liabilities | 1,221,767 | 1,331,708 | |
Annex B-5
NOTES TO THE ACCOUNTS
The information presented hereafter are the notes to the financial statements of the year ending
on December 31, 2025.
These notes relate to the annual accounts of Criteo S.A., a company registered with the Paris
Trade Register under number 484 786 249, and whose registered office is located at 32 rue
Blanche in Paris (75009). This company is the consolidating company of the Criteo Group.
The fiscal year is for a 12 months period, from January 1, 2025 to December 31, 2025.
Annex B-6
Contents
INCOME STATEMENT | Annex B-2 |
BALANCE SHEET – ASSETS | Annex B-3 |
BALANCE SHEET – LIABILITIES AND EQUITY | Annex B-4 |
NOTES TO THE ACCOUNTS | Annex B-5 |
1 NOTE 1 – DESCRIPTION OF THE COMPANY | Annex B-7 |
2 NOTE 2 – SIGNIFICANT EVENTS | Annex B-8 |
2.1New CEO appointment | Annex B-8 |
2.2Capital reduction operation | Annex B-8 |
2.3Share buyback programs | Annex B-8 |
2.4Intention to transfer the Company’s legal domicile from France to Luxembourg via a cross-border conversion | Annex B-9 |
2.5Formation of a subsidiaries | Annex B-9 |
2.6Discontinuation of Doobe In Site Ltd. (“Mabaya”) | Annex B-9 |
3 NOTE 3 – ACCOUNTING PRINCIPLES AND METHODS | Annex B-10 |
3.1Basis of preparation | Annex B-10 |
3.2Conversion of foreign currency items | Annex B-10 |
3.3Derivative Instruments | Annex B-10 |
3.4 Change in accounting method | Annex B-10 |
4 NOTE 4 – FIXED ASSETS | Annex B-13 |
4.1Investments and other financial assets | Annex B-13 |
5 NOTE 5 – CURRENTS ASSETS | Annex B-15 |
5.1Statement of receivables maturities | Annex B-15 |
5.2Cash and cash equivalents | Annex B-16 |
6 NOTE 6 – SHAREHOLDERS'S EQUITY | Annex B-17 |
6.1Share Plans | Annex B-17 |
6.2Stock option and share option plans for Criteo group employees | Annex B-18 |
6.3Stock subscription warrants (BSA) not intended for employees | Annex B-19 |
7 NOTE 7 – PROVISIONS FOR RISKS AND CHARGES | Annex B-21 |
7.1Provisions for exchange losses | Annex B-21 |
7.2Provisions for share plans | Annex B-21 |
7.3Other provisions for risks and charges | Annex B-22 |
8 NOTE 8 – LIABILITIES | Annex B-23 |
8.1Financial debts | Annex B-23 |
8.2Maturity schedule of debts | Annex B-23 |
9 NOTE 9 – INCOME STATEMENT | Annex B-24 |
9.1Revenue | Annex B-24 |
9.2Breakdown of accruals/reversals of provisions and depreciations | Annex B-24 |
9.3Financial income/loss | Annex B-24 |
9.4Breakdown of income tax | Annex B-25 |
10 NOTE 10 – OTHER INFORMATION | Annex B-28 |
10.1Off-balance sheet commitments | Annex B-28 |
10.2Average number of employees | Annex B-29 |
10.3Executives' compensation | Annex B-29 |
10.4Auditors' fees | Annex B-29 |
10.5List of subsidiaries and affiliates | Annex B-30 |
10.6Subsequent events | Annex B-31 |
11 NOTE 11 – BALANCE SHEET AND INCOME STATEMENT PUBLISHED IN 2024 | Annex B-33 |
11.1Income statement | Annex B-33 |
Annex B-7
11.2Balance sheet - Assets | Annex B-34 |
11.3Balance sheet - Liabilities and equity | Annex B-35 |
Annex B-8
NOTE 1 – DESCRIPTION OF THE COMPANY |
Criteo S.A. is the parent company of the Criteo Group (“Group”), managing the activity of the
financial participations.
It has opted for the tax consolidation regime, which includes the parent company as the head
of the tax consolidation group and its main French subsidiaries.
Criteo S.A. defines the Group's financing and liquidity management policy, implements the
hedging strategy against foreign exchange and interest rate risks to meet its commitments and
investments needs.
Annex B-9
2 NOTE 2 – SIGNIFICANT EVENTS |
2.1New CEO appointment
Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of
the Board effective as of February 15, 2025. He succeeded Megan Clarken, who retired and
stepped down from her role as Chief Executive Officer and as director. Megan Clarken
continued to serve in a senior advisory role during a transitional period that ended on November
16, 2025.
2.2Capital reduction operation
On December 4, 2025, the Board decided to reduce, effective as of December 8, 2025, the
share capital of the Company by means of cancellation of 2,195,000 shares, corresponding to a
share decrease of a nominal value of € 54,875. The excess of the share price over its nominal
value, i.e. € 63,921,265, was allocated to the premiums account.
2.3Share buyback programs
On February 5, 2021, Criteo's Board of Directors authorized a share buyback program (the "SBB4")
of up to $ 100 million worth of the Company's outstanding American Depositary Shares (the "First
SBB4 Tranche"), which was subsequently extended, by a decision of the Board of Directors dated
October 28, 2021, to $ 175 million of the Company's outstanding American Depositary Shares
(the "Second SBB4 Tranche").
A second extension of the program was authorized by a decision of the Board of Directors on
February 3, 2022, to $ 280 million worth of the Company's outstanding American Depositary
Shares (the "Third SBB4 Tranche").
On December 7, 2022, the Board of Directors approved a further extension of $ 200 million in
outstanding American Depositary Shares, bringing the total amount of the program to $ 480
million, extended to July 31, 2024.
On February 1st, 2024, the Board of Directors extended the SBB4 from € 455.8 million ($ 480
million) to € 582.6 million ($ 630 million) of the Company's outstanding American Depositary
Shares.
On January 31, 2025, the Board of Directors authorized an increase of the previously authorized
share repurchase program from up to €582.6 million ($630.0 million) to up to €774.6 million ($
805.0 million) of the Company’s share capital underlying its outstanding American Depositary
Shares.
As of December 31, 2025, Criteo holds 4,508,029 of its own shares, of which 3,348,071 were
earmarked to meet the company's obligations under its employees share plans, and 1,159,958
for use in merger and acquisition activities.
Annex B-10
2.4Intention to transfer the Company’s legal domicile from France to Luxembourg via a
cross-border conversion
On October 29, 2025, the Company announced its intention to pursue a transfer of its legal
domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and to
replace its American depositary shares structure with ordinary shares to be directly listed on
Nasdaq.
The redomiciliation to Luxembourg and the direct listing of the Company’s ordinary shares on
Nasdaq offer significant benefits, including:
•positioning the Company for potential inclusion in certain U.S. indices, subject to meeting
other eligibility criteria, thereby expanding the Company’s access to passive investment
capital, triggering associated benchmarking from actively managed funds and
broadening its shareholder base;
•providing greater capital management flexibility by reducing or eliminating current
restrictions related to share repurchases and holdings of treasury shares; and
•eliminating fees and complexities associated with ADSs, potentially increasing stock
liquidity.
Following the favorable opinion of the works council established at the level of the Company’s
Economic and Social Unit (Unité Economique et Sociale) on January 5, 2026, the Board
approved the Conversion on January 6, 2026. The Conversion is expected to be completed in
the third quarter of 2026, subject to certain closing conditions, including shareholder approval. A
general meeting of the Company’s shareholders will be held on February 27, 2026, at 10:00 a.m.,
Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain
approval by the Company's shareholders for the Conversion and certain related proposals.
Following the Conversion, the Company intends to pursue a subsequent transfer of its domicile
from Luxembourg to the United States if the Board determines such action is in the best interests
of the Company and its shareholders, subject to the Company’s prior works council consultation
process and to separate shareholder approval.
2.5Formation of subsidiaries
In November 2025, the Company incorporated Criteo Holdings, Inc. as a wholly owned
subsidiary in the State of Delaware, United States, and incorporated its permanent establishment
in France.
2.6Discontinuation of Doobe In Site Ltd. (“Mabaya”)
During the year 2025, the Company decided to discontinue Mabaya’s business acquired on
May 18, 2021 by the Company. The equity securities held by Criteo SA have been written down
in full.
Annex B-11
NOTE 3 – ACCOUNTING PRINCIPLES AND METHODS |
3.1Basis of preparation
The financial statements of Criteo S.A. for the year ended December 31, 2025 have been prepared in
accordance with the accounting rules and principles generally accepted in France, complying with the
requirements of the General Chart of Accounts, and including the ANC Regulation 2022-06 relating to
the modernization of financial statements, which apply as of January 1, 2025.
The accounting policies for establishing and preparing the company’s statutory accounts were applied,
in accordance with the principle of conservatism, based on the following assumptions:
•Going concern;
•Continuity of accounting methods;
•Independence of financial years.
The basic principle used to value items recorded in the accounts is the historic cost principle.
Only significant information is provided in these notes.
3.2 Conversion of foreign currency items
Income and expenses in foreign currencies are recorded at the exchange rate prevailing at the
transaction date.
Foreign currency receivables and payables are recorded in the balance sheet at their equivalent value
at the closing exchange rate. The difference resulting from the update of foreign currency receivables
and payables at the latter rate is, where appropriate, recorded in the balance sheet under "Translation
differences".
Unrealized exchange losses are covered by a provision for risks as required by French GAAP.
3.3 Derivative Instruments
Currency risk is the risk that an unfavourable change in exchange rates could adversely affect a cash
flow denominated in a foreign currency.
Criteo S.A. hedges its own commercial exposure as well as the exposure of its subsidiaries on a net basis
per currency pair. This hedge does not qualify for hedge accounting.
Derivatives that are not part of a hedging relationship are classified as isolated open positions. They are
recorded at fair value in the balance sheet, with a corresponding "Conversion adjustment" account.
Unrealized gains remain on the balance sheet and unrealized losses result in a financial provision for risks.
3.4Change in accounting method
Effective January 1, 2025, the Company applies ANC Regulation 2022-06 of November 4, 2022,
amending ANC Regulation 2014-03 relating to the General Chart of Accounts.
This application is part of the modernization of financial statements and results in the following main
changes :
Annex B-12
–elimination of the “transfer of expenses” technique (class 79 account);
–redefinition of “exceptional income and expenses”, which no longer groups together certain
items by nature, but includes only:
–income and expenses directly related to a major and unusual event;
–entries arising solely from tax requirements, as well as changes in accounting methods
recognized in profit or loss, and the correction of errors, except when such entries are
recorded directly in equity;
–modification of the chart of accounts (deletion or renumbering of certain accounts,
simplification), and adaptation of the balance sheet, income statement, and notes to the
financial statements’ templates.
Comparative information for the previous fiscal year has been reclassified, when necessary, to ensure
comparability. Entries recorded prior to the first-time application have not been restated.
No material impact on net income or on opening equity has been identified as a result of this
application.
The following table presents the main impacts on the income statement (the impacts on the balance
sheet are not material):
Annex B-13
In Keuros | 12/31/2024 Filed | RSUs / Vestings | Liquidation of subsidiaries | Provisions for litigations | Other | 12/31/2024 Restated |
Revenue | 55,719 | – | – | – | – | 55,719 |
Net sales | 55,719 | – | – | – | – | 55,719 |
Reversals of depreciation and provisions, expense transfers | 1,313 | – | – | – | – | 1,313 |
Other products | 234,011 | – | 1,243 | 235,254 | ||
Total operating revenues | 291,043 | – | – | – | 1,243 | 292,286 |
Other purchases and external expenses | 176,658 | (24) | 176,634 | |||
Taxes and similar payments | (119) | – | – | – | (119) | |
Wages and salaries | 2,659 | 2,659 | ||||
Social charges | 3,494 | 24 | 3,517 | |||
Operating allowances | 995 | – | – | (95) | 900 | |
Other expenses | 170,656 | – | – | – | 457 | 171,112 |
Total operating expenses | 354,343 | – | – | (95) | 457 | 354,704 |
Net operating expenses | (63,300) | – | – | 95 | 786 | (62,419) |
Financial income from investments | 121,613 | – | – | – | – | 121,613 |
Other interest and similar income | 2,178 | – | – | – | 2,178 | |
Reversals of provisions and expense transfers | 6,197 | 61,576 | – | – | 67,773 | |
Positive foreign exchange differences | 86,225 | – | – | – | – | 86,225 |
Proceeds from Sale of Financial Investments | 422 | 25,343 | 73,652 | – | – | 99,417 |
Total financial income | 216,635 | 86,919 | 73,652 | – | – | 377,205 |
Financial depreciation and provisions | 11,632 | 98,078 | – | – | – | 109,710 |
Interest and similar expenses | 15,577 | 64,088 | 70,265 | – | – | 149,930 |
Interest and similar expenses | 82,724 | – | – | – | – | 82,724 |
Total financial expenses | 109,933 | 162,166 | 70,265 | – | – | 342,365 |
Net recurring operating income | 106,702 | (75,247) | 3,386 | – | – | 34,841 |
Non recurring income from management operations | 26,586 | (25,343) | – | – | (1,243) | – |
Non recurring income from capital operations | 73,652 | – | (73,652) | – | – | – |
Reversals of provisions and expenses transfers | 61,576 | (61,576) | – | – | – | – |
Total Non recurring income | 161,813 | (86,919) | (73,652) | – | (1,243) | – |
Non recurring expenses on management operations | 64,545 | (64,088) | – | – | (457) | – |
Non recurring expenses from capital operations | 70,265 | – | (70,265) | – | – | – |
Non recurring depreciation and provision | 97,983 | (98,078) | – | 95 | – | – |
Total Non recurring expenses | 232,793 | (162,166) | (70,265) | 95 | (457) | – |
Total Non recurring income | (70,980) | 75,247 | (3,386) | (95) | (786) | – |
Employee profit-sharing | – | – | ||||
Income tax | (7,275) | (7,275) | ||||
Profit/Loss | (20,303) | – | – | – | – | (20,303) |
Annex B-14
NOTE 4 – FIXED ASSETS |
4.1 Investments and other financial assets
Financial assets comprise shares in subsidiaries and affiliates, related receivables and other non-
current financial assets.
Investments in subsidiaries and affiliates
The gross value of equity investments is recorded at acquisition cost, excluding ancillary
expenses. Acquisition costs are expensed in the income statement.
Investments in subsidiaries and affiliates are tested for impairment at the end of each fiscal year
to ensure that their carrying value does not exceed their fair value.
The value in use is estimated based on several criteria, the main ones are:
•equity value;
•revenue multiples or EBITDA Group applied to long term equity interests;
An impairment loss is recognized whenever the value in use falls below the net carrying amount.
Impairment losses, including the reversal of impairment realized in the context of a disposal of
investment, are recognized in financial result.
Financial receivables related to investments
Loans to subsidiaries are recorded as receivables related to equity investments and are valued
at nominal value. All of these items are depreciated if there is a risk of non-recoverability.
Other financial assets
Other financial assets mainly comprise treasury shares held by Criteo and not allocated to the
RSU and PSU programs. They are translated into euros at the date of acquisition and kept at this
historical cost.
If the value of the treasury shares translated into euros at the closing price falls below the gross
value of the treasury shares, an impairment is recorded.
Variation of the financial year
The variations of financial assets during the financial year 2025 were as follows:
In Keuros | 12/31/2024 | Acquisitions/ Allowances | Disposals/Reversals | 12/31/2025 |
Long-term equity interests | 609,694 | 609,694 | ||
Receivables related to equity investments | 176,605 | 446 | (163,290) | 13,763 |
Other financial assets | 26,904 | 59,104 | (64,765) | 21,243 |
Gross value | 813,203 | 59,550 | (228,055) | 644,700 |
Long-term equity interests | (3,490) | (18,206) | (21,696) | |
Other financial assets | (741) | 741 | - | |
Depreciation | (4,231) | (18,206) | 741 | (21,696) |
Net value | 808,972 | 41,344 | (227,314) | 623,004 |
The main variations during the year are related to the following items:
Annex B-15
•Investment Aperiam for €0.9 million ($1 million)
•Repayment of loans granted to subsidiaries for a total amount of €163.3 million (mainly
Criteo Technology for €157 million and Criteo UK for €6.1 million)
•Acquisition of 2,674,412 treasury shares non allocated to RSUs for a total of €58.2 million.
•Cancellation of 2,195,000 treasury shares not allocated to RSUs for a total of €63.9 million.
•Annual impairment tests led to impair investments in the following entities :
◦Iponweb Labs CY (Cyprus) for €12.6 million
◦Doobe in Site Ltd (Israel) for €4.7 million
◦Iponweb Labs AM (Armenia) for €0.6 million
◦Criteo Reklmacilik Hizmetleri ve Ticaret AS (Turkey) for €0.3 million.
Annex B-16
NOTE 5 – CURRENT ASSETS |
5.1 Statement of receivables maturities
In Keuros | Trade receivables | <1 year | >1 year |
Receivables related to equity investments | 13,762 | 9,507 | 4,255 |
Loans | - | - | |
Other financial assets | 21,243 | 21,243 | |
Advances | 136 | 136 | |
Trade receivables | 73,820 | 73,820 | |
Employee and related receivables | 1 | 1 | |
Other social receivables | - | - | |
Income taxes | 27,575 | 21,863 | 5,712 |
Value added tax | 1,340 | 1,340 | |
Other taxes | 3,277 | 3,277 | |
Shareholder current accounts | 5,493 | 5,493 | |
Other debtors | 2,436 | 2,436 | |
Prepaid expenses | 1,009 | 1,009 | |
Total | 150,091 | 118,880 | 31,211 |
Amount of loans granted during the year | - | ||
Refunds obtained during the year | 163,290 | ||
Trade receivables are valued at their nominal value. They are classified as current assets and
their allocation in the table of maturity receivables (up to one year/more than one year) is
based on their contractual due date.
An impairment is recognized when the fair value is lower than the book value.
Accrued income relating to receivable items is broken down as follows:
In Keuros | 12/31/2025 | 12/31/2024 |
Customers - invoices to be invoiced | 32,873 | 27,108 |
Accrued interest expense | 1,285 | 972 |
State - accrued income | 2,916 | 1,266 |
Other accrued income | - | - |
Total | 37,075 | 29,346 |
Annex B-17
5.2 Cash and cash equivalents
Cash and cash equivalents is summarized as follows:
In Keuros | Gross | Depreciation | Net as of 12/31/2025 | Net as of 12/31/2024 |
Marketable securities | 114,821 | - | 114,821 | 12,004 |
Treasury shares allocated to plans | 105,453 | - | 105,453 | 100,183 |
Cash | 261,261 | - | 261,261 | 262,406 |
Total | 481,534 | - | 481,534 | 374,593 |
Treasury shares specifically allocated to plans are recorded under cash equivalents.
They are not depreciated based on their market value, due to the commitment to allocate
them to employees, and to the provision recognized under the conditions described in the
accounting principles for the provisions (in note 7.2).
The variation in the number of treasury shares allocated to plans during the year 2025 is
summarized below:
In Keuros - except number of shares | Number of shares | Gross value | Net value |
Outstanding December 31st, 2024 | 2,786,871 | 100,183 | 100,183 |
Shares granted and allocated to plans | 2,718,590 | 78,482 | 78,482 |
Treasury shares delivered to employees | (2,157,390) | (73,212) | (73,212) |
Outstanding at December 31st, 2025 | 3,348,071 | 105,453 | 105,453 |
As of December 31, 2025, cash and cash equivalents include 3,348,071 of Criteo shares
allocated to specific plans, for a gross value of $105.5 million.
Annex B-18
6 NOTE 6 – SHAREHOLDERS'S EQUITY
Capital increase related cost are offset against paid-in capital according to the preferential method on
a one-time basis, net of taxes.
The share capital consists of 55,659,895 ordinary shares with a par value of € 0.025, representing a
capital $1,391 thousand.
The changes in shareholders’ equity for the year is as follows:
In Keuros | Outstanding of shares | Capital | Capital Premium | Other reserves and retained earnings | Income | Shareholders’ equity |
Shareholder’s equity at December 31st, 2024 | 57,744,839 | 1,444 | 67,904 | 612,898 | (20,303) | 661,943 |
Allocation of the income of 2024 | - | (20,303) | 20,303 | - | ||
Capital increase | 110,056 | 3 | 1,752 | 1,754 | ||
Capital decrease | (2,195,000) | (55) | (63,921) | (63,976) | ||
Other variations | - | - | ||||
Income/Loss of the year | - | (14,676) | (14,676) | |||
Shareholder’s equity at December 31st, 2025 | 55,659,895 | 1,391 | 5,735 | 592,595 | (14,676) | 585,044 |
6.1 Share Plans
The Board of Directors has been authorized by the General Meeting of Shareholders to implement the
following stock option, stock purchase warrant and bonus share plans :
•Plan 8. General Shareholders' Meeting of June 18th, 2014, authorizing the grant of a maximum of
9,935,710 OSAs, RSUs and PSUs. For this and subsequent plans, the free shares granted to Criteo
employees are subject only to a condition of presence (RSU). Those granted to members of the
general management, certain senior executives and certain employees are subject to the
achievement of specific internal performance objectives and presence conditions (PSU).
•Plan 11. Shareholders' Meeting of June 27th, 2018, authorizing the grant of a maximum of
4,200,000 OSAs, BSAs or free shares, including a maximum of 150,000 BSAs.
•Plan 12. Shareholders' Meeting of May 16th, 2019, authorizing the granting of a maximum of
6,200,000 OSAs, BSAs or free shares, including a maximum of 175,000 BSAs
•Plan 13. General Meeting of Shareholders of June 25th, 2020, authorizing the granting of a
maximum of 6,463,000 OSAs or free shares.
•Plan 14. General Meeting of Shareholders of June 15th, 2021, authorizing the allocation of up to
7,800,000 OSAs or free shares.
•Plan 15. General Meeting of Shareholders of June 15th, 2022, authorizing the allocation of up to
9,000,000 OSAs or free shares.
•Plan 16. General Meeting of Shareholders of June 13th, 2023, authorizing the allocation of up to
7,000,000 OSAs or free shares.
•Plan 17. General Meeting of Shareholders of June 25th, 2024, authorizing the allocation of up to
7,000,000 OSAs or free shares.
Annex B-19
•Plans 18 and 19. General Meeting of Shareholders of June 13th, 2025 authorizing the allocation
of up to 7,000,000 OSAs or free shares.
During the exercise of OSAs, the Group delivers newly issued ordinary shares of the Parent Company to
the beneficiaries. On the acquisition of shares, the Group also delivers newly issued ordinary shares of
the Parent Company, except for plans under the share buyback programs (note 5.2).
6.2 Stock option and share option plans for Criteo group employees |
Allocation schedule.
OSA. The beneficiaries may exercise their OSAs on the basis of the following vesting schedule for Plan 8
amended to Plan 19:
•up to one quarter (1/4) of the stock options as of the first anniversary of the grant date,
•then, up to one-sixteenth (1/16) at the end of each completed quarter following the first
anniversary of the date of grant, for thirty-six (36) months thereafter and,
•no later than ten (10) years from the date of grant.
When the Parent Company's shares were not listed on a stock exchange at the grant date, the exercise
prices were determined by reference to the last capital increase since the grant date, unless the Board
of Directors decided otherwise. Since the listing of the Parent Company's shares in October 2013, the
exercise prices have been determined by reference to the closing stock market price on the day before
the grant date, with a minimum value equal to 95% of the average of the last 20 stock market prices.
RSU and PSU. Bonus share grants are subject to the following schedule: 50% of the shares will vest at the
end of a two-year period and 6.25% at the end of each quarter following the first two-year period, for a
period of twenty-four (24) months.
Evolution of the number of outstanding OSA
Instrument/ Plans | Grant date | Price | Outstanding 1.1.2025 | Grants | Exercised | Cancelled | Vested | Expired | Outstanding 12.31.2025 |
OSA Plan 8 | July 2014 - June 2016 | €22.95 - €47.47 | 23,310 | (2,500) | (1,100) | (19,710) | - | ||
OSA Plan 11 | July 2018 - June 2019 | €15.86 - €17.98 | - | - | - | - | - | - | |
OSA Plan 12 | July 2019 - June 2020 | €8.66 - €15.67 | 195,371 | (108,656) | 86,715 | ||||
Total | 218,681 | - | (111,156) | (1,100) | - | (19,710) | 86,715 |
Annex B-20
Evolution of the number of outstanding shares options
Instrument/Plans | Grant date | Average price | Outstanding 1.1.2025 | Adjust -ments Opening | Grants | Cancelled | vested | Expired | Outstanding 12.31.2025 |
PSU / RSU Plan 12 | July 2019 - June 2020 | €3.29- €17.44 | - | - | - | ||||
PSU / RSU Plan 13 | June 2020 - June 2021 | €10.79- €33.36 | 78,937 | - | (1,396) | (77,541) | - | ||
PSU / RSU Plan 14 | June 2021 - June 2022 | €27.92 - €35.64 | 751,724 | - | (76,592) | (529,803) | 145,329 | ||
RSU Plan 15 | July 2022 - April 2023 | €23.94 - €32.07 | 1,580,366 | 460 | (194,887) | (1,046,610) | 339,329 | ||
PSU / RSU Plan 16 | July 2023 - April 2024 | €23.18 - €47.42 | 1,608,472 | 275,677 | (333,788) | (500,598) | 1,049,762 | ||
RSU Plan 17 | April 2024 - Dec 2024 | €38.09 - €41.75 | 1,238,942 | - | (138,267) | 1,100,675 | |||
PSU / RSU Plan 18 | Feb 2025 - April 2025 | €16.74 - €54.83 | - | (54,803) | 1,959,040 | (190,276) | 1,713,961 | ||
RSU Plan 19 | July 2025 - Dec 2025 | €16.60 - €20.09 | 940,922 | (15,759) | 925,163 | ||||
Total | 5,258,441 | 221,334 | 2,899,962 | (950,965) | (2,154,553) | - | 5,274,219 |
6.3 Stock subscription warrants (BSA) not intended for employees |
In addition to the allocation of RSUs, stock options, the shareholders of the Parent Company have also
authorized the allocation of stock warrants (BSAs) not intended for employees , as indicated below.
The beneficiaries may exercise their warrants based on the following acquisition schedule:
•For Plans E, F, G: up to one-quarter (1/4) of the stock options as of the first anniversary of the
grant date, then up to one-sixteenth (1/16) at the end of each completed quarter following the
first anniversary of the grant date, for a period of thirty-six (36) months from that date, and no
later than ten (10) years from the grant date.
When the Parent Company's shares were not listed on a stock exchange at the grant date, the exercise
prices were determined by reference to the last capital increase since the grant date, unless the Board
of Directors decides otherwise. Since the listing of the Parent Company's shares in October 2013, the
exercise prices have been determined by reference to the closing stock market price on the day before
the grant date, respecting the average of the last 20 stock market prices.
When warrants are exercised, the Group issues ordinary shares of the parent company to the
beneficiaries.
Details of BSA plans not intended for employees
Plan E | Plan F | Plan G | |
Dates of grant (Boards of Directors) | March 2015 - October 2015 | April 2016 - March 2017 | July 2017 - October 2017 |
Vesting period | 1 - 4 years | 1 - 4 years | 1- 4 years |
Contractual life | 10 years | 10 years | 10 years |
Expected warrant life | 4 - 9 years | 4 - 9 years | 4 - 9 years |
Number of warrants granted | 38,070 | 59,480 | 46,465 |
Share entitlement per warrant | 1 | 1 | 1 |
Share warrant price | €9.98 - €16.82 | €13.89 - €17.44 | €13.88 - €17.55 |
Exercise price | €35.18 - €41.02 | €33.98 - €43.42 | €35.80- €44.37 |
Annex B-21
Evolution of the number of BSA not intended for employees
Instrument/Plans | Grant date | Price | Outstanding 1.1.2025 | Grants | Exercised | Cancelled | Vested | Expired | Outstanding 12.31.2025 |
BSA E | March 2015 - October 2015 | €35.18 - €41.02 | 7,730 | - | - | - | - | - | 7,730 |
BSA F | April 2016 - March 2017 | €33.98 - €43.42 | 24,010 | - | - | - | - | - | 24,010 |
BSA G | July 2017 - October 2017 | €35.80- €44.37 | 128,157 | - | - | - | - | - | 128,157 |
Total | 159,897 | - | - | - | - | - | 159,897 |
Annex B-22
NOTE 7 – PROVISIONS FOR RISKS AND CHARGES
Provisions are accrued when an obligation to a third party is likely or certain to result in an
outflow of resources to that third party, without at least equivalent consideration being
expected from the latter. This obligation may be legal, regulatory, contractual or arise from the
company's practices. The estimate of the amount of the provisions corresponds to the outflow of
resources that the company will probably have to bear to meet its obligation.
The change in provisions for risks and charges for the year 2025 is as follows:
In Keuros | 12/31/2024 | Allowances | Reversals | 12/31/2025 | |
Used | Unused | ||||
Provisions for litigations | 10 | 10 | |||
Provisions for exchange losses | 7,049 | 1,345 | (1,552) | (5,498) | 1,345 |
Provisions RSU | 99,107 | 104,201 | (73,212) | (25,895) | 104,201 |
Other provisions for risk | 955 | 955 | |||
Provisions for risks | 107,121 | 105,547 | (74,764) | (31,393) | 106,512 |
The main variations of the period are related to:
•Net reversal of $5.7 million on provisions for foreign exchange loss.
•Net accrual of $5.1 million on RSU provision.
7.1 Provisions for foreign exchange losses |
The provision regroups the unrealized FX losses booked as an asset, including those generated
by derivative instruments treated as POI (“positions ouvertes isolées”).
7.2 Provisions for share plans |
Certain employees of the Criteo Group receive equity-based compensation. This compensation
takes the form of Restricted Stock Units (“RSUs”) or stock option plans.
Plans settled by the issuance of new shares
In accordance with the requirements of article 624-6 of the French General Accounting
Principles, no provision is recorded for these plans. This is particularly true for OSA plans.
Plans settled by granting existing shares
At the grant date, these RSUs/PSUs and stock options do not give rise to a personnel charge. This
occurs only on the date of delivery of the RSUs/PSUs or on the exercise of the stock options.
A provision for contingencies and losses is recorded when the Company decides to grant RSUs
or stock options, provided that the obligation to deliver existing shares to employees will
probably or certainly result in an outflow of resources without at least equivalent consideration.
When the vesting of RSUs is explicitly conditional to the employee remaining in the service of
Criteo S.A. for a specified future period ("vesting period"), the provision is recognized on a
straight-line basis over the vesting period.
The Company holds treasury shares allocated to its share plans ("RSU" and "PSU") and recognizes
a provision for contingencies and losses in this regard as follows:
–For the portion attributable to Criteo S.A. employees, as shares vest
Annex B-23
–For the portion attributable to employees of the Group's subsidiaries, at the date of
allocation of these treasury shares to the RSUs/PSUs plans.
Please refer to note 6.2 for more details on the on-going plans as of December 31, 2025.
7.3 Other provisions for risks and charges |
Other provisions for liabilities and charges include provisions for social and tax risks, provisions for
exchange rate risks and provisions for exceptional risk.
Annex B-24
NOTE 8 – LIABILITIES
8.1 Financial debts
The costs of arranging financing and opening credit lines are spread over the duration of the
contracts.
Liquidity reserve
As of December 31, 2025, the Group had one undrawn syndicated credit line with a pool of
leading banks for an amount of €407.0 million, alongside with short term credits and authorized
bank overdraft representing a maximum amount of €21.5 million, thus allowing a total amount of
€428.5 million.
8.2 Debt maturity schedule
In Keuros | Gross value at 12.31.2025 | <1 year | Between 1 and 5 years | > 5 years |
Bank overdrafts | - | - | ||
Borrowings and other financial liabilities | 446,239 | 390,164 | 56,075 | |
Trade payables | 62,727 | 62,727 | ||
Employees and related accounts | 1,859 | 1,859 | ||
Income taxes | 8,749 | 8,749 | ||
Value added tax | 147 | 147 | ||
Other taxes | 267 | 267 | ||
Other debts | 331 | 331 | ||
Total | 520,318 | 464,243 | 56,075 | — |
Borrowings during the year | — | |||
Loans repaid during the fiscal year | — | |||
Loans, debts contracted with partners |
The main components of debt as of December 31, 2025 are as follows:
•Current accounts in credit with subsidiaries, mainly Criteo Corp (€157.8 million), Criteo
Technology (€33 million) and Criteo UK (€28.8 million)
•Borrowings from subsidiaries: Criteo KK (€54.3 million) and Criteo Ad. Beijing (€1.7million).
Annex B-25
NOTE 9 – INCOME STATEMENT
9.1 Revenue |
In the financial year 2025, Criteo S.A.'s revenue consists mainly of services invoiced to the group's
subsidiaries.
In Keuros | France | Other | Total |
Sales of services | 56,299 | 12,343 | 68,643 |
Revenue from other activities | 1,376 | 1,376 | |
Revenue | 70,019 |
9.2 Breakdown of accruals/reversals of provisions and depreciations |
Balance Sheet | P&L | Balance Sheet | ||||
12/31/2024 | Allowances | Reversals | Acquisition & Disposal | 12/31/2025 | ||
Operating | Intangible & PPE depreciation | - | - | - | - | |
Bad debts | - | - | - | - | ||
Provisions on RSU / PSU | 1,029 | 1,069 | (1,029) | 1,069 | ||
Provisions on risk of operating activities | 965 | - | - | 965 | ||
Total | 1,994 | 1,069 | (1,029) | - | 2,034 | |
Financial | Provisions on shares | 3,490 | 18,206 | 21,696 | ||
Provisions on own shares (*) | 741 | - | (741) | - | ||
Provision for exchange loss | 7,049 | 1,345 | (7,049) | 1,345 | ||
Provisions on RSU / PSU | 98,078 | 103,133 | (98,078) | 103,133 | ||
Deferred expenses (*) | (1,255) | 456 | (798) | |||
Total | 108,104 | 123,140 | (105,127) | (741) | 125,375 | |
Non recurring | Exceptional amortization | - | - | |||
Provisions on non recurring risks | - | - | - | - | ||
Total | - | - | - | - | - | |
Total | 110,098 | 124,209 | (106,156) | (741) | 127,409 | |
(*) corresponds to provisions / depreciation of assets
9.3 Financial income/loss |
In addition to financial income from foreign currency transactions, foreign exchange derivatives
and provisions for foreign exchange losses, Criteo S.A. receives dividends and interest payments
from subsidiaries.
Annex B-26
In Keuros | 12/31/2025 | 12/31/2024 |
Reversals of provisions and expense transfers | 105,127 | 67,773 |
Financial income from investments | 124,616 | 121,613 |
Positive exchange rate differences | 84,548 | 86,225 |
Other interest and similar income | 26,740 | 2,178 |
Proceeds from Sale of Financial Investments | 668 | 99,417 |
Total financial incomes | 341,700 | 377,205 |
Financial depreciation and provisions | 123,140 | 109,710 |
Negative exchange rate differences | 90,250 | 82,724 |
Interest and similar expenses | 83,996 | 149,930 |
Total financial expenses | 297,387 | 342,365 |
Net financial income | 44,313 | 34,841 |
As of December 31, 2025, foreign exchange derivatives recorded as isolated open positions
were mainly forward buying and selling contracts. Their fair value was as follows:
In euros | 12/31/2025 | <1 year | >1 year | 12/31/2024 |
EURAUD | (814) | (814) | 3,974 | |
EURBRL | (210) | (210) | 6,291 | |
EURCAD | (222) | (222) | 1,191 | |
EURCHF | (443) | (443) | 2,931 | |
EURCNH | (358) | (358) | (7) | |
EURGBP | 7,178 | 7,178 | (38,335) | |
EURILS | 23,483 | 23,483 | 10,447 | |
EURJPY | (47,279) | (47,279) | (262,316) | |
EURKRW | (60,055) | (60,055) | 297,321 | |
EURRON | - | - | (1,570) | |
EURSEK | 5,660 | 5,660 | 10,266 | |
EURTRY | 2,285 | 2,285 | 11,132 | |
EURUSD | 39,548 | 39,548 | 765,478 | |
Hedging for operational items | (31,224) | (31,224) | - | 806,802 |
EURAUD | (5,224) | (5,224) | (9,315) | |
EURCAD | 58,976 | 58,976 | (22,542) | |
EURCNH | 15,205 | 15,205 | 576 | |
EURGBP | 149,704 | 149,704 | (67,820) | |
EURILS | (123) | (123) | - | |
EURJPY | (554,299) | (554,299) | (1,657,968) | |
EURKRW | - | - | 172 | |
EURRON | - | - | 2,919 | |
EURSEK | 34,678 | 34,678 | 17,120 | |
EURUSD | 54,727 | 54,727 | 1,740,070 | |
Hedging for financial items | (246,358) | (246,358) | - | 3,211 |
9.4 Breakdown of income tax |
Criteo S.A. is the parent company of a tax group consisting, since January 1st, 2011, of Criteo
France SAS, located at 32 rue Blanche 75009 Paris, and since January 1st, 2022 of Criteo
Technology SAS, located at 32 rue Blanche 75009 Paris.
Annex B-27
Criteo S.A. is the parent company of a tax group consisting, since January 1st, 2011, of Criteo
France SAS, located at 32 rue Blanche 75009 Paris, and since January 1st, 2022 of Criteo
Technology SAS, located at 32 rue Blanche 75009 Paris.
For subsidiaries, the tax charge is accounted for as if they were not consolidated, as the Criteo
Group has opted for the neutrality regime. The parent company accounts for the group's tax
and captures any tax savings and expenses generated by the tax group.
Income tax is broken down as follows:
In Keuros | Before Tax | Tax restatements | Taxable income | Correspondin g Income tax | After tax | |
Tax rate | 25% | |||||
Net operating income | (59,026) | 4,947 | (54,079) | (13,520) | ||
Net financial income | 44,313 | (64,860) | (20,547) | (5,137) | ||
Non recurring income | — | — | — | — | ||
Employee participation | — | — | — | — | ||
(14,713) | (59,913) | (74,627) | — | (14,713) | ||
Impact of tax consolidation | 8 | 8 | ||||
Tax credits | 29 | 29 | ||||
Net result | (14,713) | 37 | (14,676) |
The tax amount mainly results from the effects of the Group tax consolidation in the French
Perimeter:
•€11.7 million income tax benefit pulled by Criteo S.A. from the entities that are part of the
French tax group;
•€(6.8) million of tax expense has been recognized for the tax consolidation group for the
2025 financial year.;
•Finally, other effects include mainly the entry into force of the OECD's Pillar 2 international
tax reform, which resulted in the recognition of a €(3.2) million expense for fiscal years
2024 and 2025, as well as the impact of withholding tax on dividends for €(1.8) million.
Future increases and reductions in the tax liability are detailed as follows:
Increases in future tax liability | Tax basis | Tax impact |
Regulated Provisions : | ||
Tax depreciations | n/a | |
Provisions for price increase | n/a | |
Provisions for rate fluctuations | n/a | |
Others : | ||
Profit-sharing | n/a | |
Total in Keuros | — | - |
Annex B-28
Future tax liability relief | Tax basis | Tax impact |
C3S N | 111 | 28 |
Construction effort N | — | — |
CTA | 8,547 | 2,137 |
Specific provisions & accruals | 1,063 | 266 |
Auditors' fees | 1,502 | 375 |
Total in Keuros | 11,223 | 2,806 |
12/31/2025 | |
Tax credit | 2 |
Other tax credit (withholding tax) | 1 |
Total | 3 |
Annex B-29
NOTE 10 – OTHER INFORMATION
10.1 Off-balance sheet commitments
In Keuros | 12/31/2025 |
Pensions and other post-employment benefits | 207 |
Other given commitments - RSUs | 33,977 |
Independent bank guarantee | 3,144 |
Commitments given | 37,328 |
Commitments received | - |
Mutual Commitments | - |
Total off-balance sheet commitments | 37,328 |
Pension obligations
In accordance with current legislation and collective bargaining agreements, the Company pays each
employee an indemnity on retirement. The full amount of the rights acquired by the persons concerned
is charged to the financial year.
Pension commitments, corresponding to retirement benefits, are measured as of December 31, 2025,
using the retrospective method. This method considers the current age and length of service of each
employee, their life expectancy up to the age of 65 and the probability of remaining with the company
at that age.
The scale used to determine the number of months' salary is the one of the SYNTEC collective
bargaining agreement; the retirement amount is thus equal to one month per year of service, plus one-
fifth of a month from the sixth year onwards.
The calculation is estimated on the basis of the compensation paid in 2025 and takes into account a
rotation rate by age segment, a discount rate of 4.50% and a social security contribution rate of 50%
The company does not apply the preferred method of accounting for retirement obligations
recommended by ANC No. 2014-3.
The amount of the obligation was €207,164 as of December 31,2025.
Free Share Grants – Contingent Liability
The company has implemented free share grant plans for certain employees and executives.
In accordance with note 6.2 – Share Plans, the commitments related to these plans may be settled
either by the issuance of treasury shares or by the issuance of newly issued ordinary shares of the parent
company, except for plans falling within the scope of already authorized share buyback programs.
As of the reporting date, the company has not yet acquired the treasury shares necessary to cover all
the free shares granted, and no issuance has been decided. It therefore retains the option of choosing
a settlement method to meet its obligations upon fulfilment of the acquisition conditions.
Annex B-30
Consequently, no debt or provision has been recognized. This commitment constitutes a contingent
liability within the meaning of Article 322-5 of the French General Chart of Accounts and is presented
below to ensure complete disclosure of off-balance-sheet commitments.
Total number of free shares granted (a) | 5,274,219 |
Number of treasury shares purchased (b) | 3,348,071 |
Number of shares not covered by a provision (c) = (a) - (b) | 1,926,148 |
Share price at closing date (d) | 17.64 euros |
Estimated amount of the obligation at closing (c) x (d) /1000 | 33,977 keuros |
Other commitments
Commitments given and received by the Group that are not recognized in the balance sheet
correspond to contractual obligations that have not yet been fulfilled and are subject to the fulfilment
of conditions or transactions subsequent to the current year.
10.2 Average number of employees |
The average number of employees at December 31st, 2025 was as follows:
12/31/2025 | 12/31/2024 | |
Executives | 20 | 19 |
Average number of employees | 20 | 19 |
10.3 Executives' compensation |
The Board of Directors members receive directors' fees for their duties. The amount of directors' fees paid
to the Company's directors amounted to €2.0 million in 2025 (€2.1 million in 2024).
Executive compensation by category is not provided as it might allow identification of a specific
member of the governing bodies.
In accordance with current legislation, no advances or credits have been granted to the Company
Executives or Corporate Officers.
10.4 Auditors' fees |
The auditors’ fees invoiced for the Criteo S.A. statutory and consolidated audits for the financial year
ended in 2025 breaks down as follows :
Annex B-31
In euros | Total | Deloitte & Associés | Nexbonis |
Statutory audit fees | 122,900 | 61,900 | 61,000 |
SACC - Audit-related work | - | ||
Audit fees | 122,900 | 61,900 | 61,000 |
Legal, fiscal, social | - | ||
Others | - | ||
Other services | - | - | - |
Total | 122,900 | 61,900 | 61,000 |
10.5 List of subsidiaries and affiliates |
As of December 31, 2025, Criteo S.A. owns the following subsidiaries and investments:
Annex B-32
Subsidiaries in Keuros | Gross value of shares | NBV | Related receivables | Shareholders' equity | % of ownership | Allocated dividends 2025 | Revenue 2025 | Net income 2025 |
Subsidiaries | ||||||||
Criteo France (France) | 28,355 | 28,355 | 37,264 | 100% | (2,000) | 104,859 | 2,822 | |
Criteo Ltd (UK) | 33,867 | 33,867 | 21,418 | 100% | 317,497 | 4,156 | ||
Criteo GmbH (Germany) | 512 | 512 | 15,635 | 100% | 390,122 | 6,814 | ||
Criteo BV (Netherlands) | 100 | 100 | 5,460 | 100% | (1,700) | 44,314 | 1,929 | |
Criteo Corp (United States) | 337,965 | 337,965 | 510,511 | 100% | (38,997) | 1,270,603 | 43,348 | |
Criteo Do Brazil Desenvolvimento De Serviços De Internet LTDA (Brasil) | 5,243 | 5,243 | 2,034 | 100% | 37,503 | 31 | ||
Criteo Australia PTY (Australia) | 8,931 | 8,931 | 3,407 | 100% | 21,219 | 1,672 | ||
Criteo KK (Japan) | 64 | 64 | 89,463 | 66% | 185,783 | 11,431 | ||
Criteo SRL (Italy) | 20 | 20 | 5,116 | 100% | 48,067 | 2,552 | ||
Criteo Singapore PTE Ltd (Singapore) | 24,083 | 24,083 | 9,412 | 11,360 | 100% | 30,330 | 548 | |
Criteo LLC (Russia) | 306 | 306 | 575 | 100% | 0 | (36) | ||
Criteo España S.L. (Spain – Madrid) | 3 | 3 | 4,045 | 100% | 48,091 | 659 | ||
Criteo Europa MM S.L. (Spain – Barcelona) | 3 | 3 | 9,297 | 100% | (4,510) | 881 | 2,399 | |
Criteo MEA FZ LLC (Dubai) | 13 | 13 | 4,317 | 100% | 18,929 | 340 | ||
Criteo Reklmacilik Hizmetleri ve Ticaret AS (Turkey) | 1,207 | 243 | 150 | 100% | (34) | (223) | ||
Criteo Canada Corp. (Canada) | 0 | 0 | 10,215 | 100% | 31,174 | 2,469 | ||
Criteo India Private Limited (India) | 3,140 | 3,140 | 4,350 | 3,457 | 100% | 17,122 | 248 | |
Criteo Korea Ltd (Korea) | 78 | 78 | 1,756 | 100% | 82,593 | 3,388 | ||
Criteo Nordics AB (Sweden) | 5 | 5 | 2,314 | 100% | (1,346) | 20,605 | 2,184 | |
Doobe In Site Ltd (Israel) | 4,658 | 0 | (540) | 100% | 31 | 256 | ||
Criteo Technology (France) | 127,129 | 127,129 | 270,990 | 100% | (70,000) | 101,558 | 86,415 | |
Iponweb Labs AM (Armenia) | 4,975 | 1,543 | 394 | 100% | 0 | 38 | ||
Iponweb Labs CY (Cyprus) | 28,384 | 15,742 | 4,347 | 100% | 22,913 | 1,342 | ||
Criteo Technology SRL (Romania) | 0 | 0 | 215 | 100% | 0 | (24) | ||
Criteo Holdings, Inc (United States) | 0 | 0 | (3) | 100% | 0 | (3) | ||
Equity interest | ||||||||
Lumen | 653 | 653 | 0 | nc | nc | nc | ||
TOTAL | 609,695 | 587,998 | 13,762 | 1,013,197 | (118,553) | 2,794,160 | 174,752 | |
*nc : not communicated
Source : Financial statements of subsidiaries presented in accordance with US GAAP (the accounting principle followed by
the Group in its internal reporting) converted into euros.
10.6 Subsequent events |
The Company has identified the following significant events that occurred between the period ended
December 31, 2025 and February 26, 2026, date of validation of the annual financial statements by the
Board of Directors.
Favorable tax ruling regarding the Conversion
Annex B-33
On January 26, 2026, the Company received a favorable response from the French tax authorities to its
request for a tax ruling, confirming that, subject to compliance with the conditions and procedures
outlined in the Company's request, the reorganization would not have significant French tax
consequences. The potential subsequent transfer of the Company's registered office from Luxembourg
to the United States is also included in the ruling granted by the French tax authorities under the same
terms and conditions.
Share Repurchase Program extension
On February 6, 2026, the Board of Directors approved an increase to the Company’s share repurchase
program for the Company’s outstanding American Depositary Shares. As of February 6, 2026, following
this approval, the remaining authorization under the program was up to $200 million (€170.2 million). The
Company intends to use repurchased shares under this program primarily to satisfy employee equity
plan vesting in lieu of issuing new shares, which would limit future dilution to shareholders, and may also
use such shares in connection with potential acquisition transactions.
Annex B-34
NOTE 11 – INCOME STATEMENT AND BALANCE SHEET PUBLISHED IN
2024
11.1 Off-balance sheet commitments
In Keuros | 2024 | 2023 |
Revenue | 55,718 | 35,989 |
Net sales | 55,718 | 35,989 |
Capitalized production | - | - |
Grants | - | 155 |
Reversals of depreciation and provisions, expense transfers | 1,313 | - |
Other products | 234,011 | 203,159 |
Total operating revenues | 291,042 | 239,303 |
Other purchases and external expenses | 176,658 | 122,393 |
Taxes and similar payments | (119) | 663 |
Wages and salaries | 2,659 | 4,362 |
Social charges | 3,494 | 4,019 |
Operating allowances | 995 | (39) |
Other expenses | 170,656 | 154,998 |
Total operating expenses | 354,343 | 286,396 |
Net operating expenses | (63,301) | (47,093) |
Financial income from investments | 121,613 | 82,310 |
Other interest and similar income | 2,178 | 1,532 |
Reversals of provisions and expense transfers | 6,197 | 7,598 |
Positive exchange rate differences | 86,225 | 91,563 |
Proceeds from Sale of Financial Investments | 422 | - |
Total financial income | 216,635 | 183,003 |
Financial depreciation and provisions | 11,632 | 8,084 |
Interest and similar expenses | 15,577 | 10,977 |
Negative exchange rate differences | 82,724 | 92,516 |
Total financial expenses | 109,933 | 111,577 |
Net financial income | 106,702 | 71,426 |
Net recurring operating income | 43,401 | 24,333 |
Non recurring income from management operations | 26,586 | 21,376 |
Non recurring income from capital operations | 73,652 | 67 |
Reversals of provisions and expenses transfers | 61,576 | 108,877 |
Total Non recurring income | 161,814 | 130,320 |
Non recurring expenses on management operations | 64,545 | 85,219 |
Non recurring expenses from capital operations | 70,265 | 3,996 |
Non recurring depreciation and provision | 97,983 | 55,467 |
Total Non recurring expenses | 232,793 | 144,682 |
Net non recurring income | (70,979) | (14,362) |
Employee profit-sharing | - | 11 |
Income taxes | (7,275) | (4,934) |
Profit/Loss | (20,303) | 14,894 |
Annex B-35
11.2Balance Sheet - Assets
In Keuros | 12/31/2024 | 12/31/2023 | ||
Gross | Amortization & Depreciation | Net | Net | |
Concessions, patents, similar rights | - | - | - | - |
Goodwill | - | - | - | - |
Other intangible assets | - | - | - | - |
Intangible assets | - | - | - | - |
Other tangible assets | - | - | - | - |
Property, plant and equipment in progress | - | - | - | - |
Advances and deposits | - | - | - | - |
Property, plant and equipment | - | - | - | - |
Long-term equity interests | 609,694 | 3,490 | 606,204 | 669,517 |
Receivables related to equity investments | 176,605 | - | 176,605 | 186,908 |
Loans | - | - | - | - |
Other financial assets | 26,904 | 741 | 26,163 | 26,298 |
Financial assets | 813,203 | 4,231 | 808,972 | 882,723 |
Non currents assets | 813,203 | 4,231 | 808,972 | 882,723 |
Advances | 8 | - | 8 | 60 |
Trade receivables | 63,461 | - | 63,461 | 42,051 |
Other receivables | 75,104 | - | 75,104 | 106,746 |
Receivables | 138,565 | - | 138,565 | 148,797 |
Marketable securities | 112,187 | - | 112,187 | 73,719 |
Cash | 262,406 | - | 262,406 | 349,648 |
Current assets | 513,166 | - | 513,166 | 572,224 |
Debt issuance costs to be defined | 1,255 | - | 1,255 | 1,535 |
Prepaid expenses | 1,266 | - | 1,266 | 1,586 |
Translation differences - Assets | 7,049 | - | 7,049 | 6,197 |
Total Assets | 1,335,939 | 4,231 | 1,331,708 | 1,464,265 |
Annex B-36
11.3Balance Sheet - Liabilities and Equity
In Keuros | 12/31/2024 | 12/31/2023 |
Share capital | 1,444 | 1,529 |
Share premium | 67,904 | 169,448 |
Legal reserve | 232 | 232 |
Regulated reserves | 13,967 | 13,967 |
Others reserves | - | - |
Retained earnings | 598,699 | 583,806 |
Profit/loss for the period | (20,303) | 14,894 |
Total Shareholders' equity | 661,943 | 783,876 |
Provisions for risks | 107,121 | 70,146 |
Total provisions for risks and charges | 107,121 | 70,146 |
Bank overdrafts | 3,072 | 4,336 |
Borrowings and other financial liabilities | 482,917 | 511,037 |
Trade payables | 58,015 | 24,530 |
Social and tax liabilities | 7,575 | 7,367 |
Payables on fixed assets and related accounts | - | - |
Other current liabilities | 3,335 | 48,693 |
Total liabilities | 554,914 | 595,963 |
Translation differences - Liabilities | 7,730 | 14,280 |
Total of shareholders’ equity and liabilities | 1,331,708 | 1,464,265 |
Annex C-1
ANNEX C
IFRS CONSOLIDATED FINANCIAL STATEMENTS
Please note that because we are a French company, the full text of the consolidated
financial statements included in this Annex C has been translated from French. In the case
of any discrepancy between this version and the French version, the French version will
prevail.
Consolidated Financial Statements
for the year ending
December 31, 2025
Table of contents
Consolidated Statement of Income .................................................................................................. | Annex C-3 |
Consolidated Statements of Comprehensive Income ................................................................... | Annex C-4 |
Consolidated Statements of Financial Position .............................................................................. | Annex C-5 |
Consolidated Statements of Cash Flows ......................................................................................... | Annex C-6 |
Consolidated Statements of Changes in Shareholders’ Equity ................................................... | Annex C-7 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................. | Annex C-8 |
Note 1 – Description of the activity ............................................................................................ | Annex C-8 |
Note 2 – Summary of material accounting policies ................................................................. | Annex C-10 |
Note 3 – Critical accounting estimates and judgments .......................................................... | Annex C-22 |
Note 4 – Significant Events and Transactions of the Period ................................................. | Annex C-24 |
Note 5 – Segment information ................................................................................................... | Annex C-25 |
Note 6 – Financial risk management ......................................................................................... | Annex C-27 |
Note 7 – Breakdown of Revenue and Non-Current Assets by Geographical Areas ......... | Annex C-30 |
Note 8 – Share-Based Compensation ...................................................................................... | Annex C-31 |
Note 9 – Financial Income and Expenses ................................................................................ | Annex C-37 |
Note 10 – Provision for Income Taxes ...................................................................................... | Annex C-38 |
Note 11 – Categories of Financial Assets and Liabilities ....................................................... | Annex C-42 |
Note 12 – Goodwill ....................................................................................................................... | Annex C-44 |
Note 13 – Intangible assets ........................................................................................................ | Annex C-45 |
Note 14 – Property and Equipment ........................................................................................... | Annex C-46 |
Note 15 - Marketable Securities ................................................................................................. | Annex C-46 |
Note 16 - Leases .......................................................................................................................... | Annex C-47 |
Note 17 - Trade Receivables ...................................................................................................... | Annex C-50 |
Note 18 - Other Current Assets .................................................................................................. | Annex C-50 |
Note 19 - Cash and Cash Equivalent ........................................................................................ | Annex C-51 |
Note 20 – Common shares ......................................................................................................... | Annex C-52 |
Note 21 – Earnings Per Share ................................................................................................... | Annex C-53 |
Note 22 – Employee Benefits ..................................................................................................... | Annex C-54 |
Note 23 – Financial Liabilities ..................................................................................................... | Annex C-55 |
Note 24 – Net debt ....................................................................................................................... | Annex C-56 |
Note 25 – Contingencies ............................................................................................................. | Annex C-58 |
Note 26 – Other Current Liabilities ............................................................................................ | Annex C-59 |
Note 27 – Commitments and contingencies ............................................................................ | Annex C-60 |
Note 28 - Expenses by nature .................................................................................................... | Annex C-60 |
Note 29 – Related Parties ........................................................................................................... | Annex C-61 |
Note 30 – Subsequent Events ................................................................................................... | Annex C-61 |
Annex C-3
CONSOLIDATED STATEMENTS OF INCOME
(In thousands of euros) | Notes | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Revenue | 7 | 1,802,476 | 1,786,812 | 1,721,314 |
Traffic acquisition costs | 28 | (856,970) | (750,323) | (681,793) |
Other cost of revenue | 28 | (146,250) | (126,599) | (109,654) |
Gross Profit | 799,256 | 909,890 | 929,867 | |
Research and development expenses | 28 | (225,358) | (247,805) | (250,721) |
Sales and operations expenses | 28 | (378,361) | (349,402) | (351,673) |
General and administrative expenses | 28 | (129,415) | (165,123) | (151,633) |
Income from Operations | 66,122 | 147,560 | 175,840 | |
Financial and Other income (expense) | 9 | (3,902) | 128 | (2,296) |
Income before taxes | 62,220 | 147,688 | 173,544 | |
Provision for income taxes | 10 | (16,748) | (34,974) | (46,410) |
Net income | 45,472 | 112,714 | 127,134 | |
- Available to shareholders of Criteo S.A. | 21 | 44,175 | 109,812 | 122,910 |
- Available to non-controlling interests | 21 | 1,297 | 2,902 | 4,224 |
Basic earnings per share (in € per share) | 21 | 0.79 | 2.00 | 2.32 |
Diluted earnings per share (in € per share) | 21 | 0.75 | 1.92 | 2.31 |
The accompanying notes form an integral part of these consolidated financial statements.
Annex C-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Net income | 45,472 | 112,714 | 127,134 |
Foreign currency translation differences, net of taxes | (31,468) | 39,408 | (91,116) |
- Foreign currency translation differences | (31,468) | 39,408 | (91,116) |
Actuarial (losses) gains on employee benefits, net of taxes | 346 | (173) | 571 |
- Actuarial (losses) gains on employee benefits | 414 | (198) | 713 |
- Income tax effect | (68) | 25 | (142) |
Comprehensive income | 14,350 | 151,949 | 36,589 |
- Available to shareholders of Criteo S.A. | 16,111 | 150,015 | 36,222 |
- Available to non-controlling interests | (1,761) | 1,934 | 367 |
The accompanying notes form an integral part of these consolidated financial statements.
Annex C-5
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands of euros) | Notes | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Goodwill | 12 | 474,385 | 495,913 | 456,031 |
Intangible assets | 13 | 163,698 | 152,762 | 127,097 |
Property and equipment | 14 | 114,476 | 103,214 | 118,576 |
Marketable Securities - noncurrent portion | 15 | 15,000 | 15,000 | 20,000 |
Non-current financial assets | 11 | 4,791 | 4,170 | 7,076 |
Right of use assets - operating leases | 16 | 100,381 | 94,295 | 112,240 |
Other non-current asset | 56,576 | 57,660 | 40,609 | |
Deferred tax assets | 10 | 49,923 | 88,361 | 83,147 |
TOTAL NON-CURRENT ASSETS | 979,230 | 1,011,375 | 964,776 | |
Marketable Securities - current portion | 15 | 5,403 | 25,259 | 19,780 |
Trade receivables | 17 | 701,887 | 770,870 | 495,396 |
Current tax assets | 10 | 1,874 | 1,498 | 12,119 |
Restricted cash - current portion | 11 | 67,873 | 241 | 273 |
Other current assets | 11/18 | 135,244 | 86,793 | 71,936 |
Cash and cash equivalents | 19 | 304,040 | 279,895 | 291,028 |
TOTAL CURRENT ASSETS | 1,216,321 | 1,164,556 | 890,532 | |
TOTAL ASSETS | 2,195,551 | 2,175,931 | 1,855,308 | |
(In thousands of euros) | Notes | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Share capital | 20 | 1,529 | 1,444 | 1,391 |
Additional paid-in capital | 182,306 | 82,309 | 19,845 | |
Currency translation adjustment | (11,609) | 27,109 | (60,934) | |
Consolidated reserves | 911,015 | 899,391 | 996,234 | |
Treasury stock | 20 | (156,870) | (120,902) | (120,415) |
Retained earnings | 44,181 | 109,812 | 122,910 | |
Equity - available to shareholders of Criteo S.A. | 970,552 | 999,163 | 959,031 | |
Noncontrolling interests | 28,735 | 30,870 | 31,457 | |
TOTAL EQUITY | 999,287 | 1,030,033 | 990,488 | |
Financial liabilities - non-current portion | 23/24 | 70 | 286 | — |
Non-current lease liabilities - operating leases | 16 | 74,148 | 74,133 | 89,505 |
Retirement benefit obligation | 22 | 3,739 | 4,544 | 4,865 |
Contingencies - non-current portion | 25 | 30,591 | 29,967 | 18,661 |
Other non-current liabilities | 2,074 | 1,222 | 2,682 | |
Uncertain tax position non-current portion | 10 | 15,753 | 17,774 | 26,874 |
Deferred tax liabilities | 10 | 810 | 10,084 | 4,331 |
TOTAL NON-CURRENT LIABILITIES | 127,185 | 138,010 | 146,918 | |
Financial liabilities - current portion | 23/24 | 3,067 | 2,980 | 9,876 |
Current lease liabilities - operating leases | 16 | 31,464 | 23,768 | 28,447 |
Contingencies - current portion | 25 | 1,328 | 1,812 | 7,854 |
Trade payables | 11 | 760,208 | 773,962 | 481,668 |
Current tax liabilities | 10 | 15,578 | 33,558 | 23,831 |
Other current liabilities | 26 | 257,434 | 171,808 | 166,226 |
TOTAL CURRENT LIABILITIES | 1,069,079 | 1,007,888 | 717,902 | |
TOTAL EQUITY AND LIABILITIES | 2,195,551 | 2,175,931 | 1,855,308 |
The accompanying notes form an integral part of these consolidated financial statements.
Annex C-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of euros) | Notes | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Net income | 45,472 | 112,714 | 127,134 | |
Noncash and nonoperating items | 167,342 | 241,575 | 251,092 | |
- Amortization and provisions | 101,731 | 115,315 | 143,798 | |
- Payment for contingent liability on regulatory matters | (40,000) | — | — | |
- Share-based compensation expense | 8 | 89,855 | 86,338 | 51,638 |
- Net gain on disposal of non-current assets | (7,382) | 1,743 | 1,581 | |
- Interest accrued and noncash financial income and expenses | 2,505 | 1,778 | 176 | |
- Change in uncertain tax positions | (814) | 1,624 | 9,166 | |
- Net change in fair value of earn-out | 2,167 | 703 | — | |
- Change in deferred taxes | 10 | (23,620) | (25,860) | (8,639) |
- Income tax for the period | 41,181 | 59,209 | 45,883 | |
- Interest paid on leasing | 1,719 | 2,012 | 2,974 | |
- Other | — | (1,287) | 4,515 | |
Change in working capital | 69,133 | (36,666) | (3,867) | |
- (Increase) / Decrease in trade receivables | (52,140) | (26,352) | 217,661 | |
- Increase / (Decrease) in trade payables | 81,503 | (15,787) | (234,839) | |
- (Increase) / Decrease in other current assets | 18 | (672) | 16,295 | 21,455 |
- Increase / (Decrease) in other current liabilities | 40,555 | (10,453) | (8,300) | |
- Change in operating lease liabilities and right of use assets | 16 | (113) | (369) | 156 |
Income taxes paid | (37,057) | (41,290) | (64,923) | |
CASH FROM OPERATING ACTIVITIES | 244,890 | 276,333 | 309,436 | |
Acquisition of intangible assets, property, plant and equipment | 13/14 | (107,360) | (71,756) | (90,915) |
Proceeds from disposal of intangible assets, property, plant and equipment | 13/14 | 1,668 | 977 | 1,782 |
Payments for (Disposal of) acquired businesses, net of cash acquired (disposed) | 4 | (6,299) | (487) | — |
Disposal of businesses | 8,169 | — | — | |
Net gain or (loss) on disposal of non-current financial assets | 29,104 | 48,709 | (2,864) | |
CASH USED FOR INVESTING ACTIVITIES | (74,718) | (22,557) | (91,997) | |
Repayment of leases | (37,580) | (37,872) | (31,562) | |
Cash payment for contingent consideration | (20,245) | (47,325) | — | |
Proceeds from capital increase | 1,798 | 4,205 | 1,731 | |
Change in treasury stocks | (116,885) | (208,398) | (136,629) | |
Change in other financial liabilities | 217 | — | (71) | |
Other | (1,775) | 1,413 | (1,139) | |
CASH USED FOR FINANCING ACTIVITIES | (174,470) | (287,977) | (167,670) | |
CHANGE IN NET CASH AND CASH EQUIVALENTS | (4,298) | (34,201) | 49,769 | |
Net cash and cash equivalents at beginning of period | 19 | 326,518 | 304,040 | 279,895 |
Effect of exchange rate changes on cash and cash equivalents | (18,180) | 10,056 | (38,636) | |
Net cash and cash equivalents at end of period | 19 | 304,040 | 279,895 | 291,028 |
The accompanying notes form an integral part of these consolidated financial statements.
Annex C-7
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands of euros) | Share capital | Additional paid-in capital | Treasury stock | Currency translation adjustment | Consolidated Reserves | Retained earnings | Equity attributable to shareholders of Criteo S.A. | Non-controlling interests | Total equity |
Balance at January 1, 2023 | 1,581 | 239,276 | (166,646) | 28,255 | 870,859 | 9,266 | 982,591 | 30,952 | 1,013,543 |
Net income | — | — | — | — | — | 44,175 | 44,175 | 1,297 | 45,472 |
Other comprehensive income (loss) | — | — | — | (39,858) | 11,795 | — | (28,063) | (3,059) | (31,122) |
Total comprehensive income | — | — | — | (39,858) | 11,795 | 44,175 | 16,112 | (1,762) | 14,350 |
Allocation of net income from prior period | — | — | — | — | 9,266 | (9,266) | — | — | — |
Issuance of common shares | 3 | 1,795 | — | — | — | — | 1,798 | — | 1,798 |
Share-based compensation | — | — | — | — | 88,053 | — | 88,053 | 25 | 88,078 |
Change in treasury stock | (55) | (58,765) | 9,776 | — | (67,841) | — | (116,885) | — | (116,885) |
Other changes in equity | — | — | — | (6) | (1,117) | 6 | (1,117) | (480) | (1,597) |
Balance at December 31, 2023 | 1,529 | 182,306 | (156,870) | (11,609) | 911,015 | 44,181 | 970,552 | 28,735 | 999,287 |
Net income | — | — | — | — | — | 109,812 | 109,812 | 2,902 | 112,714 |
Other comprehensive income (loss) | — | — | — | 40,375 | (173) | — | 40,202 | (967) | 39,235 |
Total comprehensive income | — | — | — | 40,375 | (173) | 109,812 | 150,014 | 1,935 | 151,949 |
Allocation of net income from prior period | — | — | — | — | 44,175 | (44,175) | — | — | — |
Issuance of common shares | 4 | 4,201 | — | — | — | — | 4,205 | — | 4,205 |
Share-based compensation | — | — | — | — | 84,453 | — | 84,453 | 200 | 84,653 |
Change in treasury stock | (89) | (104,198) | 35,968 | — | (140,079) | — | (208,398) | — | (208,398) |
Other changes in equity | — | — | — | (1,657) | — | (6) | (1,663) | — | (1,663) |
Balance at December 31, 2024 | 1,444 | 82,309 | (120,902) | 27,109 | 899,391 | 109,812 | 999,163 | 30,870 | 1,030,033 |
Net income | — | — | — | — | — | 122,910 | 122,910 | 4,224 | 127,134 |
Other comprehensive income (loss) | — | — | — | (87,259) | 571 | — | (86,688) | (3,857) | (90,545) |
Total comprehensive income | — | — | — | (87,259) | 571 | 122,910 | 36,222 | 367 | 36,589 |
Allocation of net income from prior period | — | — | — | — | 109,812 | (109,812) | — | — | — |
Issuance of common shares | 2 | 1,752 | — | — | — | — | 1,754 | — | 1,754 |
Share-based compensation | — | — | — | — | 57,174 | — | 57,174 | 220 | 57,394 |
Change in treasury stock | (55) | (64,216) | 487 | — | (70,714) | — | (134,498) | — | (134,498) |
Other changes in equity | — | — | — | (784) | — | — | (784) | — | (784) |
Balance at December 31, 2025 | 1,391 | 19,845 | (120,415) | (60,934) | 996,234 | 122,910 | 959,031 | 31,457 | 990,488 |
The accompanying notes form an integral part of these consolidated financial statements.
Annex C-8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of the activity
Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the
laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently
converted to a société anonyme, or S.A.
On October 29, 2025, the Company announced its intention to redomicile from France to
Luxembourg through the cross-border conversion of Criteo S.A., subject to prior consultation
with Criteo’s works council and customary conditions including shareholder approval. Following
the conversion, the Company expects its American Depositary Share structure will be replaced
with ordinary shares directly listed on Nasdaq.
On January 7, 2026, the Company announced that, following the favorable opinion of its works
council, its Board of Directors has approved the previously announced proposed transfer of the
Company's legal domicile from France to Luxembourg via a cross-border conversion and the
replacement of its American Depositary Shares structure with ordinary shares to be directly
listed on Nasdaq. A general meeting of the Company's shareholders will be held on February
27, 2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche,
75009 Paris, France to obtain approval by the Company's shareholders for the Conversion and
certain related proposals.
We are a global technology company that enables marketers and media owners to drive better
commerce outcomes. We leverage commerce data and artificial intelligence ("AI") to connect
ecommerce, digital marketing and media monetization to reach consumers throughout their
shopping journey. Our vision is to deliver full-funnel, cross-channel, self-service advertising that
performs.
Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and
drive better commerce outcomes through our platform, which includes a suite of products:
•that offer marketers (brands, retailers, and agencies) the ability to easily reach
consumers anywhere throughout their shopping journey and measure their advertising
campaigns
•that offer media owners (publishers and retailers) the ability to monetize their advertising
and promotions inventory for commerce anywhere where consumers spend their time
•that are underpinned by our advanced AI engine, analyzing large sets of commerce data
in real-time to drive hyper personalization and budget efficiency.
In these notes, Criteo S.A. is referred to as the "Parent" company and together with its
subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we".
The preparation of the Consolidated Financial Statements as of December 31, 2025 are under
the responsibility of Criteo S.A.’s management. The Consolidated Financial Statements were
authorized for issuance by the board of directors of Criteo S.A. on February 26, 2026 and will be
approved at the General Meeting on June 12, 2026.
Annex C-9
All amounts are expressed in thousands of euros, unless stated otherwise.
In these notes, Criteo S.A. is referred to as the Parent company and together with its
subsidiaries, collectively, as "Criteo," the Company "or" the Group".
Annex C-10
Note 2 – Summary of material accounting policies
Basis of preparation
The Consolidated Financial Statements have been prepared using a going concern assumption and
the historical cost principle with the exception of certain assets and liabilities that are measured at
fair value in accordance with IFRS. The categories concerned are detailed in the following notes.
In application of the 1606/2002 regulation adopted on July 29, 2002 by the European Parliament and
the European Council, the Consolidated Financial Statements have been prepared in accordance
with the International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standard Board (“IASB”) and endorsed by the European Union and whose application is
mandatory for the year ending December 31, 2025. Furthermore, regarding its mandatory
compliance as a Nasdaq listed company and under the Securities Exchange Act of 1934, the Group
publishes consolidated financial statements in accordance with the applicable accounting standards
in the United States.
Conversion of Foreign Currency Transactions
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year-end exchange rates are recognized in the consolidated
statement of operations within finance income or finance costs.
The results and financial position of all the Group entities that have a functional currency different
from Euro, have been translated considering the closing rate at the reporting date for Assets and
liabilities, and at average exchange rates for income and expenses.
Operating Segments
We report our financial results based on two reportable segments: Retail Media and Performance
Media.
The reported segment information is based on internal management data used for business
performance analysis and resource allocation, following the management approach. An operating
segment is a component of the Company for which separate financial information is available that is
evaluated regularly by our Chief Operating Decision Maker ("CODM") in deciding how to allocate
resources and assessing performance.
Annex C-11
Consolidation Methods
The Group has control over all its subsidiaries, and consequently they are all fully consolidated. The
table below presents at each period’s end and for all entities included in the consolidation scope the
following information:
•Country of incorporation; and
•Percentage of voting rights and ownership interests
Country | December 31, 2023 | December 31, 2024 | December 31, 2025 | Consolidation method | ||||
Voting rights | Ownership interest | Voting rights | Ownership interest | Voting rights | Ownership interest | |||
French subsidiaries | ||||||||
Criteo S.A. | France | 100% | 100% | 100% | 100% | 100% | 100% | Parent Company |
Criteo France S.A.S. | France | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Technology | France | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Foreign subsidiaries | ||||||||
Criteo Holdings, Inc (2) | United States | —% | —% | —% | —% | 100% | 100% | Fully consolidated |
Criteo Ltd. | United Kingdom | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Corp. | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo GmbH | Germany | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Nordics AB. | Sweden | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Korea Ltd. | Korea | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo K.K. | Japan | 100% | 66% | 100% | 66% | 100% | 66% | Fully consolidated |
Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. | Brazil | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo B.V. | The Netherlands | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Australia Pty Ltd. | Australia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo S.R.L. | Italy | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Advertising (Beijing) Co.Ltd | China | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Brandcrush Pty Ltd (3) | Australia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Singapore Pte.Ltd | Singapore | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo LLC | Russia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Europa MM, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Espana, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Canada Corp. | Canada | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Reklamcilik Hzimetleri ve Ticaret A.S. | Turkey | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo MEA FZ-LLC | United Arab Emirates | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo India Private Limited | India | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Doobe In Site Ltd | Israel | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Bidswitch Gmbh (3) | Switzerland | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Bidswitch Inc. | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Iponweb Gmbh (3) | Switzerland | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Iponweb Gmbh (1) | Deutschland | 100% | 100% | —% | —% | —% | —% | Fully consolidated |
Iponweb Ltd. | United Kingdom | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Iponweb Labs Cyprus | Cyprus | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
The MediaGrid Inc. | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Iponweb Labs Arménie | Armenia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated |
Criteo Technology S.R.L | Romania | —% | —% | 100% | 100% | 100% | 100% | Fully consolidated |
(1) Merged with Criteo GmbH
(2) Criteo Holdings Inc. includes a French Branch
(3 ) Liquidated during the twelve months ended December 31, 2025
Business combinations
The acquisition method is used in accounting for business combinations. The consideration
transferred to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair
values of assets transferred, liabilities incurred and the equity interests issued by the Company,
Annex C-12
which includes the fair value of any asset or liability arising from a contingent consideration
arrangement.
Acquisition costs are expensed as incurred.
Identifiable assets acquired and liabilities assumed are recognized in a business combination
regardless of whether they have been previously recognized in the acquiree’s financial statements
prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their
acquisition date fair values.
Goodwill is determined after a separate recognition of identifiable intangible assets. It is calculated
as the excess of the fair value of the consideration transferred over the sum of the recognized
amount of any non-controlling interest in the acquiree and the acquisition date fair values of
identifiable net assets.
When the cost of the acquisition is below the fair value of the Company’s share in the assets,
liabilities and contingent liabilities of the acquiree, the difference is recognized directly in the income
statement.
If the initial accounting for a business combination can only be determined provisionally, provisional
values of the assets and liabilities should be adjusted within one year from the acquisition date, in
accordance with IFRS 3.
The impact of capital gains or losses and of depreciation charges and reversals recognized after 12
months of the acquisition date in relation to the values assigned to assets acquired and liabilities
assumed at the time of the first consolidation is recognized prospectively, as the income of the period
of change and future periods, if any, without adjusting goodwill except in the case of the correction of
an error, in accordance with IAS 8—Accounting policies, changes in accounting estimates and
errors.
Intangible Assets (Excluding Goodwill)
Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization and
any impairment loss. Acquired intangible assets are primarily composed of software, technologies
and customer relationships, amortized on a straight-line basis over their estimated useful lives
comprised between one and three years for software, and between three and nine years for
technologies and customer relationships. Intangible assets are reviewed for impairment whenever
there are events or changes in circumstances such as, but not limited to, significant declines in
revenue, earnings or cash flows or material adverse changes in the business climate, that indicate
that the carrying amount of an asset may be impaired.
Annex C-13
Internally developed software and Software as a Service
Costs related to customized internal-use software that have reached the development stage are
capitalized when the project is in the development phase and the recognition criteria in IAS 38 are
met, including technical feasibility, intention and ability to complete and use the asset, and the
existence of probable future economic benefits. Amortization of these costs begins when assets are
available for use and is calculated on a straight-line basis over the assets’ useful lives estimated
between three to five years.
Cloud computing arrangements (“CCAs”), such as Software as a Service (SaaS) and other hosting
arrangements, are generally expensed as incurred, based on IAS 38.
Property and Equipment
Property and equipment are accounted for at acquisition cost less cumulative depreciation and any
impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful
lives. Management determines the appropriate useful life of property, plant and equipment when
those assets are initially recognized and it is routinely reviewed. Our current estimate of useful lives
represents the best estimate based on current facts and circumstances, but may differ from the
actual useful lives due to changes to our business operations, changes in the planned use of assets,
and technological advancements. When we change the estimated useful life assumption for any
asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or
amortized over the revised estimated useful life.
The estimated useful lives of property and equipment are described below:
Servers.................................................................................................................................... 6 years
Furniture and IT equipments............................................................................................ 3 to 5 years
Leasehold improvements are depreciated over their useful life or over the lease term, whichever is
shorter.
In January 2025, we completed an assessment of the useful lives of our servers and network
equipment, resulting in a change in the estimated useful life of certain servers and network
equipment from five to six years. This change in accounting estimate is effective beginning fiscal
year 2025.
Impairment of Assets
Goodwill, Intangible Assets, Property and equipment
In accordance with IAS 36—Impairment of Assets, whenever events or changes in market conditions
indicate a risk of impairment of intangible assets, property and equipment, a detailed review is
carried out in order to determine whether the net carrying amount of such assets remains lower than
their recoverable amount, which is defined as the greater of fair value (less costs to sell) and value in
use. Value in use is measured by discounting the expected future cash flows from continuing use of
the asset and its ultimate disposal. Goodwill is tested once a year for impairment following the
principle that the Group operates as two cash generating units. The Company’s goodwill and
indefinite-lived intangible asset annual impairment test date is October 1.
In the event that the recoverable value of the reporting unit is lower than the net carrying value, the
difference is recognized as an impairment loss.
Impairment losses for property, plant and equipment or intangible assets with finite useful lives can
be reversed if the recoverable value becomes higher than the net carrying value (but not exceeding
Annex C-14
the loss initially recorded). There has been no impairment of goodwill during the years ended
December 31, 2025, 2024 and 2023, as the Company's reporting units’ fair value was in excess of
the carrying value based on the annual goodwill impairment test.
Leases
In accordance with the provisions of IFRS 16, when entering into a rental agreement, the Group
recognizes a liability on the balance sheet corresponding to future discounted payments of the fixed
part of the rents, as well as a right of use asset amortized over the term of the contract
Office space and data centers are rented under non-cancellable operating lease agreements. These
leases typically include rent free periods, rent escalation periods, renewal options and may also
include leasehold improvement incentives. Both office and data center leases may contain non-lease
components such as maintenance, electrical costs, and other service charges. Non-lease
components are accounted for separately.
Operating lease liabilities are recognized based on the present value of the future minimum lease
payments over the lease term at commencement date. Options have been included in the calculation
if management has determined that it is reasonably certain that the option will be exercised. Lease
liabilities or right of use asset for leases with a term of 12 months or less and/or low values are not
recognized.
Financial Assets and Liabilities, Excluding Derivatives Financial Instruments
Financial assets, excluding cash, consist exclusively of loans and receivables. Loans and
receivables are non-derivative financial assets with a payment, which is fixed or can be determined,
not listed on an active market. They are included in current assets, except those that mature more
than twelve months after the reporting date.
Loans are measured at amortized cost using the effective interest method. The recoverable amount
of loans and advances is estimated whenever there is an indication that the asset may be impaired
and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an
impairment loss is recognized in the Consolidated Statement of Income.
The Group carries the accounts receivable at original invoiced amount less an allowance for any
potential uncollectible amounts. Receivables are presented on a gross basis and are not netted
against the payments we are required to make to advertising inventory publishers. Management
makes estimates of expected credit trends for the allowance for credit losses based on, among other
factors, a past history of collections, current credit conditions, the aging of the receivables, past
history of write downs, credit quality of our customers, current economic conditions, and reasonable
and supportable forecasts of future economic conditions.
A receivable is considered past due if we have not received payments based on agreed-upon terms.
A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an
adverse impact on our future results. Allowances for credit losses on trade receivables are recorded
in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not
require any security or collateral to support our receivables.
Annex C-15
Derivative Financial Instruments
The Group buys and sells derivative financial instruments in order to manage and reduce the
exposure to the risk of exchange rate fluctuations. The Group deals only with high quality financial
institutions. Under IFRS 9, financial instruments may only be classified as hedges when the
effectiveness of the hedging relationship at inception and throughout the life of the hedge can be
demonstrated and documented. Derivatives not designated as hedging instruments mainly consist of
put, forward buying and selling contracts that we use to hedge intercompany transactions and other
monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.
We recognize gains and losses on these contracts, as well as the related costs in the financial
income (expense), net, along with the foreign currency gains and losses on monetary assets and
liabilities.
In accordance with amendment to IFRS 7—Financial instruments: Disclosures, financial instruments
are presented in three categories based on a hierarchical method used to determine their fair value:
•Level 1: fair value calculated using quoted prices in an active market for identical assets and
liabilities;
•Level 2: fair value calculated using valuation techniques based on observable market data
such as prices of similar assets and liabilities or parameters quoted in an active market;
•Level 3: fair value calculated using valuation techniques based wholly or partially on
unobservable inputs such as prices in an active market or a valuation based on multiples for
unlisted companies.
Cash and cash equivalents and Investment securities
Cash and cash equivalents include cash on hand, demand deposits, money market funds and other
highly liquid investments with a remaining maturity at the date of purchase of three months or less, or
with a maturity of more than three months that can be early withdrawn without significant penalty or
foregoing of interest, for which the risk of changes in value is considered to be insignificant.
We hold investments in marketable securities, including term deposits with banks, not meeting the
cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-
maturity investments, depending on whether we have the positive intent and ability to hold them to
maturity.
Our available-for-sale marketable investments are carried at estimated fair value with any unrealized
gains and losses, net of taxes, included in accumulated other comprehensive income in
stockholders' equity.
Our held-to-maturity marketable investments are carried at amortized cost, and are subject to
impairment assessments. Interest income generated from held-to-maturity investments is recorded
as financial income.
We also invest in nonmarketable securities, consisting mainly of private equity investments, which
are classified as equity investments and reported within Other noncurrent financial assets. Equity
investments without a readily determinable fair value that do not qualify for the practical expedient to
estimate fair value based on net asset value are recorded at cost, less impairment.
Employee Benefits
Depending on the laws and practices of the countries in which the Group operates, employees may
be entitled to compensation when they retire or to a pension following their retirement. For state-
managed plans and other defined contribution plans, we recognize them as expenses when they
become payable, our commitment being limited to our contributions.
Annex C-16
In accordance with IAS 19, the liability with respect to defined benefit plans is estimated using the
projected unit credit method. Under this method, each period of service gives rise to an additional
unit of benefit entitlement and each unit is valued separately to obtain the final obligation. The final
amount of the liability is then discounted.
In 2021, the IFRS IC issued a decision on the methodology for calculating the employee benefits and
the vesting period. In its decision, the IFRS IC concludes, in this case, that no right is acquired in the
event of departure before retirement age and that the commitment must only be recognized over the
last years of the career of the employees concerned. This decision had no impact on the Group.
The main assumptions used to calculate the liability are:
•discount rate;
•future salary increases; and
•employee turnover.
Service costs are recognized in the income statement and are allocated by function.
Finance costs are presented as part of “Financial income (expense)” in the Consolidated Statement
of Income.
Actuarial gains and losses are recognized in other comprehensive income. Actuarial gains and
losses arise as a result of changes in actuarial assumptions or experience adjustments (differences
between the previous actuarial assumptions and what has actually occurred).
Provisions
The Group recognizes provisions in accordance with IAS 37—Provisions, Contingent Liabilities and
Contingent Assets, if the following three conditions are met:
•the Group has a present obligation (legal or constructive) towards a third-party that arises
from an event prior to the closing date;
•it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation;
•and the obligation amount can be estimated reliably.
With respect to litigation and claims that may result in a provision to be recognized, the Group
exercises significant judgment in measuring and recognizing provisions or determining exposure to
contingent liabilities that are related to pending litigation or other outstanding claims. These judgment
and estimates are subject to change as new information becomes available.
Revenue recognition
We sell personalized display advertisements featuring product-level recommendations either directly
to clients or to advertising agencies. We also provide technology to retailers and other companies in
the ad tech space which enables them to monetize on their advertising properties, or connect them
to other players in the ad-tech industry.
Revenue is recognized when control of the promised services is transferred to our clients, in an
amount that reflects the consideration we expect to be entitled to in exchange for those services.
Variable consideration is included in the transaction price only to the extent that it is probable that a
significant reversal of cumulative revenue recognized will not occur.
We determine revenue recognition by applying the following steps:
•Identification of the contract, or contracts, with a customer;
Annex C-17
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract;
•Recognition of revenue when, or as, we satisfy a performance obligations.
Our pricing models include click- and impression-based pricing, and percentage of spend pricing.
Click and impression based pricing model
For campaigns priced on a click or an impression basis, we bill our customers when a user clicks on
an advertisement or an advertisement is displayed to a user. For these pricing models, we recognize
revenue at a point in time when a user clicks on an advertisement or an advertisement is displayed,
as our performance obligation is the delivery of clicks or displays to the customer.
Percentage of spend model
For campaigns priced on a percentage of spend basis, we bill our customers when customers buy
and sell digital advertising inventory through our platform. For these pricing models, we recognize
revenue at a point in time when the transactions occur through our platform, as our performance
obligation is to provide access to our platform to allow customers to buy and sell advertising
inventory.
We also provide professional services to our customers, such as campaign management and billing
and administrative services. Revenue for professional services is recognized over time as customers
simultaneously receive and consume the benefits of the services as they are performed.
Principal versus Agent Considerations
The determination of whether we are acting as principle or agent requires judgment. We assess
whether we act as principal or agent based on whether we control the specified services or
advertising inventory before it is transferred to the customer. In making this determination, we
consider factors such as our level of control, responsibility for fulfillment, and discretion in
establishing prices. When we determine that we act as principal, we recognize revenue and related
costs incurred on a gross basis. When we act as an agent, we recognize revenue on a net basis.
In our Performance Media segment, we may act as principal or agent depending on the nature of the
contract. In our Retail Media segment we act primarily as agent.
Rebates and Incentives
Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed
incentives may represent payments to a customer directly related to entering into an agreement,
which are capitalized and amortized over the expected life of the agreement on a straight-line basis.
Variable incentives are calculated based on the expected amount to be provided to customers and
recognized as a reduction of revenue.
Contract Assets and Liabilities
Annex C-18
Contract assets are recognized when we do not yet have unconditional rights to payment. Contract
liabilities are recognized when there is an obligation to transfer services to a customer. Contract
assets and liabilities are presented on a net basis at the contract level. Contract assets and contract
liabilities are not material to our consolidated financial statements, and changes in these balances
during the period were not significant.
Cost of revenue
Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.
Traffic Acquisition Costs consist primarily of purchases of impressions from publishers on a CPM
basis, incurred to generate our revenues, primarily for the Performance Media segment. We
purchase impressions directly from publishers or third-party intermediaries, such as advertisement
exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed
to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as
trade payables.
Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease
cost of data centers, cost of data purchased from third parties, digital taxes, and third-party hosting
fees. The Company does not build or operate its own data centers and none of its Research and
Development employments are dedicated to revenue generating activities. As a result, we do not
include the costs of such personnel in other cost of revenue.
Advertising and Promotional Expenses
Advertising costs are expensed when incurred and are included in marketing and sales expenses on
the consolidated statements of income. We incurred advertising expenses of €3.9 million, €1.7
million, and €1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Share capital
Ordinary shares are classified as equity.
Equity instruments are initially measured at the fair value of the cash or other resources received or
receivable, net of the direct costs of issuing the equity instruments.
The Group repurchases its ordinary shares through a share repurchase program approved by the
board of directors. The cost of shares repurchased is shown as a reduction to equity on the
statement of financial position. When treasury shares are sold, reissued, or retired, the amount
received is reflected as an increase to equity based on a first-in first-out methodology, with any
surplus or deficit recorded within equity.
Share-Based Compensation
Shares, employee share options and warrants are exclusively awarded to our employees or
directors. As required by IFRS 2—Share-Based Payment , these awards are measured at their fair
value on the date of grant. The fair value is calculated with the most relevant formula regarding the
settlement and the conditions of each plan.
The fair value is recorded in personnel expenses (allocated by function in the Consolidated
Statement of Income) on a straight line basis over each milestone composing the vesting period with
a corresponding increase in shareholders’ equity.
Annex C-19
At each closing date, the Group re-examines the number of options likely to become exercisable. If
applicable, the impact of the review of the estimate is recognized in the Consolidated Statement of
Income with a corresponding adjustment in equity.
Income Taxes
The Group elected to classify the French business tax, Cotisation sur la Valeur Ajoutée des
Entreprises (“CVAE”), as an income tax in compliance with IAS 12—Income Taxes.
The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to
stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid
and the remaining portion (if any) can be refunded at the end of a three-fiscal year-period. The CIR is
calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is
presented as a deduction to “Research and development expenses” in the Consolidated Statement
of Income. The Group has exclusively claimed R&D performed in France for purposes of the CIR.
The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities
in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future
taxable income once all net operating losses and foreign tax credits have been used. It is not
refundable and as such, considered in the scope of IAS 12 - Income taxes as a component of
income tax expenses. We have exclusively claimed R&D performed in the U.S. for purposes of the
U.S. Research Tax Credit.
Deferred taxes are recorded on all temporary differences between the financial reporting and tax
bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined
as temporary when they are expected to reverse within a foreseeable future. Only deferred tax
assets may be recognized if, based on the projected taxable incomes within the next three years; the
Group determines that it is probable that future taxable profit will be available against which the
unused tax losses and tax credits can be utilized.
The Group is within the scope of the OECD Pillar Two model rules. The Group applies the exception
to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar
Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
This determination requires many estimates and judgments by the management for which the
ultimate tax determination may be uncertain.
If future taxable profits are considerably different from those forecasted that support recording
deferred tax assets, the amount of deferred tax assets will be revised downwards or upwards, which
would have a significant impact on the net income.
In accordance with IAS 12 - Income taxes, tax assets and liabilities are not discounted. Amounts
recognized in the Consolidated Financial Statement are calculated at the level of each tax entity
included in the consolidation scope.
Annex C-20
Uncertain Tax Positions
We recognize tax benefits from uncertain tax positions only if we believe that it is probable that the
tax position will be sustained on examination by the taxing authorities based on the technical merits
of the position. These uncertain tax positions include our estimates for transfer pricing that have
been developed based upon analyses of appropriate arms-length prices.
Similarly, our estimates related to uncertain tax positions concerning research tax credits are based
on an assessment of whether our available documentation corroborating the nature of our activities
supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for
our uncertain tax positions (including net interest and penalties), we can provide no assurance that
the final tax outcome of these matters will not be materially different. We make adjustments to these
reserves in accordance with the income tax accounting guidance when facts and circumstances
change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the
final tax outcome of these matters is different from the amounts recorded, such differences will affect
the provision for income taxes in the period in which such determination is made, and could have a
material impact on our financial condition and operating results.
Earnings Per Share
In accordance with IAS 33—Earnings Per Share, basic earnings per share (“Basic EPS”) is
calculated by dividing the net income attributable to shareholders of the Parent Company, Criteo
S.A., by the weighted average number of shares outstanding during the period. Diluted earnings per
share ("Diluted EPS") is calculated by dividing the net income attributable to shareholders of the
Parent company, Criteo S.A., by the weighted average number of shares outstanding, including the
dilutive effect of share-based awards, during the period.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and
payables within Other taxes in the Consolidated Statement of Financial Position from a gross to a net
presentation. VAT receivables are netted with VAT payables within the same jurisdiction when there
is a legal right to offset and the Company has the intent to settle on a net basis. For the fiscal year
ended December 31, 2023, this change resulted in a reclassification of 36.6 million euros
(40.4 million dollars) between Other Taxes Receivables and Other Taxes Payable.
Annex C-21
Standards and amendments applicable from January 1, 2025
No new standards or amendments had a significant impact on the Company's consolidated financial
statements as of December 31, 2025.
Standards and amendments to be adopted but not yet applicable as of
December 31, 2025
•Amendments to IAS 9: Financial Instruments
•IFRS 18: Presentation and Disclosure in Financial Statements
•IFRS 19: Subsidiaries without Public Accountability - Disclosures
•Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial
Instruments
•Annual Improvements – Volume 11
Annex C-22
Note 3 – Critical accounting estimates and judgments
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with IFRS. The preparation of
our consolidated financial statements requires management to make estimates, assumptions
and judgments that affect the reported amounts of revenue, assets, liabilities, costs and
expenses. We base our estimates and assumptions on historical experience and other factors
that we believe to be reasonable under the circumstances. We evaluate our estimates and
assumptions on an ongoing basis. Our actual results may differ from these estimates.
On an on-going basis, management evaluates its estimates, primarily those related to: (1)
revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived
assets including intangible assets, and goodwill, (4) assumptions surrounding the recognition
and valuation of contingent liabilities and losses.
In January 2025, we completed an assessment of the useful lives of our servers and network
equipment, resulting in a change in the estimated useful life of certain servers and network
equipment from five to six years. This change in accounting estimate will be effective beginning
fiscal year 2025. Refer to Note 14 - Property and Equipment.
Revenue Recognition
For revenue generated from arrangements that involve purchasing inventory from media
owners, there is significant judgment in evaluating whether we are the principal, and report
revenue on a gross basis, or the agent, and report revenue on a net basis. In this assessment,
we consider if we obtain control of the specified goods or services before they are transferred to
the customer, as well as other indicators such as the determination of the party primarily
responsible for fulfillment of the promised service, inventory risk, and discretion in establishing
price. The assessment of whether we are considered the principal or the agent in a transaction
could impact our revenue and cost of revenue recognized in the consolidated statements of
income.
For additional information regarding revenue and the assumptions used for determining our
revenue recognition refer to the Section “Revenue Recognition” in note 2.
Income taxes
We are subject to income taxes in France and numerous foreign jurisdictions. We record
deferred taxes on all temporary differences between the financial reporting and tax bases of
assets and liabilities, and on tax losses, using the liability method. The deferred tax assets are
reviewed at each reporting date and are not recorded or reduced, if necessary, to the extent that
the related tax benefits are not probable of being realized.
We also recognize tax benefits from uncertain tax positions only if we believe that it is probable
that the tax position will be sustained on examination by the taxing authorities based on the
technical merits of the position. These uncertain tax positions include our estimates for transfer
pricing that have been developed based upon analyses of appropriate arms-length prices.
Annex C-23
Similarly, our estimates related to uncertain tax positions concerning research and development
tax credits are based on an assessment of whether our available documentation corroborating
the nature of our activities supporting the tax credits will be sufficient.
Valuation of Long-lived Assets including Goodwill, and Intangible Assets
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities
assumed, and intangible assets acquired based on their estimated fair values. The excess of
the fair value of purchase consideration over the fair values of these identifiable assets and
liabilities is recorded as goodwill to cash generating units based on the expected benefit from
the business combination. Such valuations require management to make significant estimates
and assumptions, especially with respect to intangible assets.
Significant estimates in valuing certain intangible assets include, but are not limited to,
estimated replacement costs and future expected cash flows from acquired users, acquired
technology, acquired patents, and trade names from a market participant perspective, useful
lives, and discount rates. Management's estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result,
actual results may differ from estimates. Allocation of purchase consideration to identifiable
assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets
are amortized over the useful life, whereas any indefinite-lived intangible assets, including
goodwill, are not amortized. During the measurement period, which is not to exceed one year
from the acquisition date, we may record adjustments to the assets acquired and liabilities
assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement
period, any subsequent adjustments are recorded to earnings.
Goodwill is tested for impairment at the cash generating unit level annually or more frequently if
events or changes in circumstances would more likely than not reduce the fair value of a
reporting unit below its carrying value. Goodwill has been allocated to segments using a relative
fair value allocation approach. As of December 31, 2025, no impairment of goodwill has been
identified.
Long-lived assets, including property and equipment and finite-lived intangible assets are
reviewed for possible impairment whenever events or circumstances indicate that the carrying
amount of such assets may not be recoverable. The evaluation is performed at the lowest level
for which identifiable cash flows are largely independent of the cash flows of other assets and
liabilities. If the recoverable amount of an asset is lower than its carrying amount, the carrying
amount is written down to the recoverable amount by recording an impairment loss.
Contingent Losses and Liabilities
With respect to litigation, claims and non-income tax risks, that may result in a provision to be
recognized, we exercise significant judgment in measuring and recognizing provisions or
determining exposure to contingent liabilities that are related to pending litigation, other
outstanding claims and non income tax audits. These judgment and estimates are subject to
change as new information becomes available.
Annex C-24
Note 4 – Significant Events and Transactions of the Period
From time to time, the Company may initiate restructuring actions designed to improve operational
efficiency, optimize its cost structure, and better align its workforce and operations with business
needs and strategic priorities. These actions may include workforce reductions and other
organizational realignments intended to support the Company’s long-term objectives. The Company
records employee severance and other termination costs that meet the requirements for recognition
in accordance with the relevant guidance.
Restructuring and Other Exit Costs 2025
A summary of our Restructuring and Other Exit costs activity is presented as follows:
(in thousands of euros) | Salaries and other benefits |
Restructuring liability as of January 1, 2025 | 289 |
Restructuring charge | 940 |
Amounts paid | (289) |
Restructuring liability as of December 31, 2025 | 940 |
During the year ended December 31, 2025, the Company implemented a cost-reduction plan
designed to improve operating efficiency and align its cost structure with revenue levels. The
Company incurred approximately €0.9 million of restructuring costs during 2025 related to this plan,
primarily reflected within Sales and Operations expense.
Restructuring 2024
In April 2024, we implemented several measures to pursue greater efficiency, including planned
layoffs to further reduce our company size by approximately 100 employees. Impacted employees in
our sales, technology, and business groups were notified during April 2024 to July 2024. As of
December 31, 2024, we have completed these employee layoffs. The Company incurred
restructuring costs of 7.8 million euros ($8.5 million) for the year ended December 31, 2024. The
following table summarizes those restructuring activities as of December 31, 2024 included in other
current liabilities on the balance sheet:
(in thousands of euros) | Salaries and other benefits |
Restructuring liability as of January 1, 2024 | — |
Restructuring charge | 7,835 |
Amounts paid | (7,546) |
Restructuring liability as of December 31, 2024 | 289 |
For the year ended December 31, 2024 €1.7 million was included in Research and Development
expenses, €4.6 million was included in General and Administrative expenses and €1.5 million was
included in Sales and Operations.
Annex C-25
Note 5 – Segment information
Reportable segments
The Company reports segment information based on the management approach. The
management approach designates the internal reporting used by management for making
decisions and assessing performance as the source of the Company's reportable segments.
Beginning in the first quarter of 2024, the Company reports its results of operations through the
following two segments: Retail Media and Performance Media.
•Retail Media: This segment encompasses revenue generated from brands, agencies
and retailers for the purchase and sale of retail media digital advertising inventory and
audiences, and services.
•Performance Media: This segment encompass our targeting capabilities and supply and
AdTech services.
The Company's CODM allocates resources to and assesses the performance of each operating
segment using information about Contribution ex-TAC, which is Criteo's segment profitability
measure and reflects our gross profit plus other costs of revenue The CODM only reviews
revenues and corresponding TAC for each segment, and does not regularly review any other
expense nor financial information for our two segments.
Our CODM is our CEO.
The following table shows revenue by reportable segment:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Retail Media | 193,243 | 238,713 | 233,520 |
Performance Media | 1,609,233 | 1,548,099 | 1,487,794 |
Total Revenue | 1,802,476 | 1,786,812 | 1,721,314 |
Annex C-26
The following table shows Contribution ex-TAC by reportable segment and its reconciliation to
the Company’s Consolidated Statements of Operation:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Retail Media | 188,115 | 234,594 | 229,813 |
Performance Media | 757,391 | 801,895 | 809,708 |
Total Contribution ex-TAC | 945,506 | 1,036,489 | 1,039,521 |
Other costs of sales | (146,250) | (126,599) | (109,654) |
Gross profit | 799,256 | 909,890 | 929,867 |
Operating expenses | |||
Research and development expenses | (225,358) | (247,805) | (250,721) |
Sales and operations expenses | (378,361) | (349,402) | (351,673) |
General and administrative expenses | (129,415) | (165,123) | (151,633) |
Total Operating expenses | (733,134) | (762,330) | (754,027) |
Income from operations | 66,122 | 147,560 | 175,840 |
Financial and Other Income (Expense) | (3,902) | 128 | (2,296) |
Income before tax | 62,220 | 147,688 | 173,544 |
Annex C-27
Note 6 – Financial risk management
Credit risk
The maximum exposure to credit risk at the end of each reported period is represented by the
carrying amount of financial assets and summarized in the following table:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Investment securities | 20,403 | 40,259 | 39,780 |
Noncurrent financial assets | 4,791 | 4,170 | 7,076 |
Trade receivables | 701,887 | 770,870 | 495,396 |
Other current assets | 135,244 | 86,793 | 71,936 |
Cash and cash equivalents | 304,040 | 279,895 | 291,028 |
Total | 1,166,365 | 1,181,987 | 905,216 |
Trade receivables
Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its
obligations in due time. The Group performs internal ongoing credit risk evaluations of the
clients. When a possible risk exposure is identified, the Group requires prepayments.
For each period presented, the aging of trade receivables and provisions for credit losses is as
follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||||||||
Gross Value | % | Provision | % | Gross Value | % | Provision | % | Gross Value | % | Provision | % | |
Not yet due | 498,772 | 67% | (51) | 4% | 558,394 | 70% | (1,297) | 5% | 374,558 | 72% | (894) | 4% |
0-30 days | 140,478 | 19% | (1,304) | -1% | 154,778 | 19% | (4,238) | 15% | 88,707 | 17% | (5,393) | 24% |
31-60 days | 32,347 | 4% | (383) | 1% | 35,932 | 5% | (230) | 1% | 19,597 | 4% | (164) | 1% |
61-90 days | 13,336 | 2% | (406) | 1% | 14,863 | 2% | (357) | 1% | 10,690 | 2% | (197) | 1% |
> 90 days | 56,243 | 8% | (37,095) | 95% | 34,445 | 4% | (21,420) | 78% | 23,881 | 5% | (15,389) | 70% |
Total | 741,176 | 100% | (39,239) | 100% | 798,412 | 100% | (27,542) | 100% | 517,433 | 100% | (22,037) | 100% |
Cash and Cash Equivalents and Investments securities
Cash and cash equivalents consist of cash on hand, demand deposits, money market funds and
other highly liquid investments with a remaining maturity at the date of purchase of three months
or less.
We hold investments in marketable securities, including term deposits with banks, not meeting
the cash equivalents definition.
Annex C-28
Market Risk
Foreign Currency Risk
A 10% increase or decrease of the Pound Sterling, the U.S dollar, the Japanese yen or the
Brazilian real against the euro would have impacted the Consolidated Statement of Income in
Equity including non-controlling interests as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||
GBP/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% |
Net income impact | (67) | 67 | 225 | (225) | 1,128 | (1,128) |
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||
USD/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% |
Net income impact | 4,168 | (4,168) | 7,537 | (7,537) | 3,626 | (3,626) |
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||
JPY/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% |
Net income impact | 1,679 | (1,679) | 854 | (854) | 1,243 | (1,243) |
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||
BRL/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% |
Net income impact | 204 | (204) | 253 | (253) | 10 | (10) |
Counter Party Risk
As of December 31, 2025, we show a positive net cash position. Since 2012, we utilize a cash
pooling arrangement, reinforcing cash management centralization. Investment and financing
decisions are carried out by our internal central treasury function. We only deal with
counterparties with high credit ratings. In addition, under our Investment and Risk Management
Policy, our central treasury function ensures a balanced distribution between counterparties of
the investments, no matter the rating of such counterparty.
Annex C-29
Liquidity Risk
The following tables disclose for each presented period the contractual cash flows of our
financial liabilities and operating lease arrangements:
December 31, 2023 | |||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + |
Financial liabilities | 3,137 | 3,137 | 3,067 | 70 | — |
Operating lease liabilities | 105,612 | 105,612 | 31,464 | 74,148 | — |
Trade payables | 760,208 | 760,208 | 760,208 | — | — |
Other current liabilities | 257,434 | 257,434 | 257,434 | — | — |
Total | 1,126,391 | 1,126,391 | 1,052,173 | 74,218 | — |
December 31, 2024 | |||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + |
Financial liabilities | 3,266 | 3,266 | 2,980 | 286 | — |
Operating lease liabilities | 97,901 | 97,901 | 23,768 | 67,013 | 7,120 |
Trade payables | 773,962 | 773,962 | 773,962 | — | — |
Other current liabilities | 171,808 | 171,808 | 171,808 | — | — |
Total | 1,046,937 | 1,046,937 | 972,518 | 67,299 | 7,120 |
December 31, 2025 | |||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + |
Financial liabilities | 9,876 | 9,876 | 9,876 | — | — |
Operating lease liabilities | 117,952 | 117,952 | 28,447 | 89,505 | — |
Trade payables | 481,668 | 481,668 | 481,668 | — | — |
Other current liabilities | 166,226 | 166,226 | 166,226 | — | — |
Total | 775,722 | 775,722 | 686,217 | 89,505 | — |
Annex C-30
Note 7 – Breakdown of Revenue and Non-Current Assets by Geographical
Areas
The Company operates in the following three geographical markets:
•Americas: North and South America;
•EMEA: Europe, Middle-East and Africa; and
•Asia-Pacific.
The following tables disclose the consolidated revenue for each geographical area for each of
the reported periods. Revenue by geographical area is based on the location of advertisers’
campaigns.
(In thousands of euros) | Americas | EMEA | Asia-Pacific | Total |
December 31, 2023 | 820,325 | 621,897 | 360,254 | 1,802,476 |
December 31, 2024 | 824,514 | 625,161 | 337,137 | 1,786,812 |
December 31, 2025 | 740,427 | 644,272 | 336,615 | 1,721,314 |
Revenue generated in France amounted to €78.5 million, €81.1 million and €92.7 million for the
periods ended December 31, 2025, 2024 and 2023, respectively.
Revenue generated in other significant countries where the Group operates is presented in the
following table:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Americas | 820,325 | 824,514 | 740,427 |
United States | 742,695 | 741,722 | 666,576 |
EMEA | 621,897 | 625,161 | 644,272 |
Germany | 185,048 | 187,279 | 183,703 |
United Kingdom | 66,172 | 78,055 | 93,847 |
Asia-Pacific | 360,254 | 337,137 | 336,615 |
Japan | 200,705 | 188,659 | 195,710 |
For each reported period, noncurrent assets (corresponding to the net book value of tangible
and intangible assets) are presented in the table below. The geographical information results
from the locations of legal entities.
(In thousands of euros) | Holding | Americas | of which | EMEA | Asia-Pacific | of which | Total | |
United States | Japan | Singapore | ||||||
December 31, 2023 | 180,493 | 80,911 | 80,777 | 3,188 | 13,582 | 6,022 | 6,954 | 278,174 |
December 31, 2024 | 176,319 | 65,741 | 65,610 | 2,938 | 10,978 | 4,709 | 5,799 | 255,976 |
December 31, 2025 | 173,156 | 58,884 | 58,935 | 1,582 | 12,051 | 4,526 | 6,894 | 245,673 |
Annex C-31
Note 8 – Share-Based Compensation
Share-Based Compensation
Share-based compensation expense recorded in the consolidated statements of operations was
as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Research and Development | (50,661) | (37,738) | (19,144) |
Sales and Operations | (18,502) | (19,831) | (17,147) |
General and Administrative | (20,692) | (25,075) | (15,145) |
Total share-based compensation | (89,855) | (82,644) | (51,436) |
Tax benefit from stock-based compensation | 7,271 | 5,012 | 6,093.36313648036 |
Total share-based compensation, net of tax effect | (82,584) | (77,632) | (45,343) |
For the periods ended December 31, 2025 and 2024, the Company recognized €45.3 million
and €77.6 million, respectively, of equity awards compensation expense, which consisted of
share-based compensation expense, net of €5.1 million and €3.7 million capitalized stock-based
compensation relating to internally developed software in 2025 and 2024, respectively.
During the year ended December 31, 2025, the departures of the Company’s former Chief
Executive Officer and Chief Revenue Officer resulted in the forfeiture of unvested stock-based
compensation awards of both restricted and performance based awards. As a result, the
Company reversed €4.0 million of previously recognized stock-based compensation expense,
which is reflected, respectively as a reduction of €3.0 million in General and Administrative
expense and a reduction of €1.0 million in Sales and Operations, for the year ended December
31, 2025. The summary of the forfeitures by award type is presented in the tables below.
The breakdown of the equity award compensation expense by instrument type was as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Share options | (83) | (42) | — |
Lock-up shares | (30,719) | (19,243) | — |
Restricted stock units / Performance stock units | (57,276) | (61,675) | (51,436) |
Non-employee warrants | (1,777) | (1,684) | — |
Total share-based compensation | (89,855) | (82,644) | (51,436) |
Tax benefit from stock-based compensation | 7,271 | 5,012 | 6,093 |
Total share-based compensation, net of tax effect | (82,584) | (77,632) | (45,343) |
Annex C-32
Stock Options
Stock options granted under the Company’s stock incentive plans generally vest over four
years, subject to the holder’s continued service through the vesting date and expire no later
than 10 years from the date of grant.
Options Outstanding | ||||
Number of Shares Underlying Outstanding Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |
Outstanding - December 31, 2024 | 218,681 | €18.13 | 4.5 | €3,841.0 |
Options granted | — | |||
Options exercised | (111,156) | |||
Options canceled | (1,100) | |||
Options expired | (19,710) | |||
Outstanding - December 31, 2025 | 86,715 | €15.35 | 4.0 | €244.0 |
Vested and exercisable - December 31, 2025 | 86,715 | |||
The aggregate intrinsic value represents the difference between the exercise price of the
options and the fair market value of common stock on the date of exercise. No new stock
options were granted in the year ending December 31, 2025 and December 31, 2024. As of
December 31, 2025, there is no unrecognized stock-based compensation expense related to
unvested stock options.
Lock up shares
On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as
Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. As these shares
are subject to a lock-up period that expires in three installments on each of the first three
anniversaries of the Iponweb Acquisition, unless the vesting schedule changed or the Iponweb
Founder's employment agreement was terminated under certain circumstances during the
duration of the lock-up period. These shares were considered as share-based compensation
under IFRS 2 and were accounted over the three-year lock-up period. The share based
compensation expenses is included in Research and Development expenses on the
Consolidated Statement of Income.
The shares were valued based on the Nasdaq weighted average share price.
In 2024, the Iponweb Founder’s employment agreement was terminated, resulting in the early
expiration of the three-year lock-up period.
As at December 31, 2025, the company had no compensation expense related to lock up
shares anymore.
Annex C-33
Restricted Stock Units and Performance Stock Units
During the year ended December 31, 2025, the Company granted new equity under our current
equity compensation plans, which was comprised of restricted stock units (“RSU”), and
performance-based RSU awards consisting of total shareholder return (“TSR”) and performance
vesting conditions (“PSU”) to the Company’s senior executives.
Restricted Stock Units
Restricted stock units generally vest over four years, subject to the holder’s continued service
and/or certain performance conditions through the vesting date. In the following tables, exercise
prices, grant date share fair values and fair value per equity instruments are provided in euros,
as the Company is incorporated in France and the euro is the currency used for the grants. The
grant date fair value is determined by the Company Nasdaq share price the day prior to the
grant.
Shares (RSU) | Weighted-Average Grant date Fair Value Per Share | |
Outstanding as of December 31, 2024 | 4,422,434 | €30.48 |
Granted | 2,465,484 | 25.79 |
Vested | (1,831,852) | 27.02 |
Forfeited | (537,369) | 30.17 |
Outstanding as of December 31, 2025 | 4,518,697 | €29.33 |
The RSUs are subject to a vesting period of four years, over which the expense is recognized
on a straight-line basis. A total of 2,465,484 shares have been granted under this plan in the
year 2025, with a weighted-average grant-date fair value of €25.79.
At December 31, 2025, the Company had unrecognized stock-based compensation relating to
restricted stock of approximately €69.9 million, which is expected to be recognized over a
weighted-average period of 3.1 years.
Annex C-34
Performance Stock Units
Performance stock units are subject to either a performance condition or a market condition.
Performance stock units subject to non-market condition
Awards that are subject to a performance condition, are earned based on internal financial
performance metrics measured by Contribution ex-TAC. A total of 217,239 shares have been
granted at target under two plans with a vesting period of three years. The target shares are
subject to a range of vesting from 0% to 200% based on the performance of internal financial
metrics, for a maximum number of shares of 434,478.
The grant-date fair value is determined based on the fair-value of the shares at the grant date.
The weighted average grant-date fair value of those plans is €25.02 per share for a total fair
value of approximately €7.3 million, to be expensed on a straight-line basis over the respective
vesting period. The number of shares granted, vesting and outstanding subject to performance
conditions is as follows:
Shares (PSU) | Weighted-Average Grant date Fair Value Per Share | |
Outstanding as of December 31, 2024 | 836,008 | €29.62 |
Granted | 217,239 | 25.02 |
Performance share adjustment | (38,264) | |
Vested | (322,701) | 29.54 |
Forfeited | (250,143) | 30.68 |
Outstanding as of December 31, 2025 | 442,139 | €28.22 |
At December 31, 2025, the Company had unrecognized stock-based compensation relating to
restricted stock of approximately €3.4 million, which is expected to be recognized over a
weighted-average period of 2.6 years.
Annex C-35
Performance stock units subject to market condition
Awards that are subject to a market condition are earned based on the Company’s total
shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions.
A total of 217,239 shares have been granted at target under this plan, to be earned in two equal
tranches over a term of two and three years, respectively. The target shares are subject to a
range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number
of shares of 434,478. The grant-date fair value is approximately €11.0 million, to be expensed
on a straight-line basis over the respective vesting period.
The grant-date fair value was determined based on a Monte-Carlo valuation model using the
following key assumptions:
Expected volatility of the Company | 40.33% |
Expected volatility of the benchmark | 77.41% |
Risk-free rate | 3.95% |
Expected dividend yield | —% |
The number of shares granted, vested and outstanding subject to market conditions is as
follows:
Shares (TSR) | Weighted-Average Grant date Fair Value Per Share | |
Outstanding as of December 31, 2024 | 259,138 | €45.38 |
Granted | 217,239 | 50.47 |
Vested | — | |
Forfeited | (162,994) | 46.82 |
Outstanding as of December 31, 2025 | 313,383 | €48.15 |
As of December 31, 2025, the Company had unrecognized stock-based compensation related
to performance stock units based on market conditions of €10.2 million, which is expected to be
recognized over a weighted-average period of 1.8 years.
Modification of Performance Stock Units
On December 22, 2025, the Board of Directors approved modifications to the vesting terms of
certain outstanding and unvested performance stock units ("PSUs") previously granted.
The modification of non-market performance stock units amended the performance targets to
allow for additional awards to vest, subject to three-year service period. Under IFRS 2, this was
considered a beneficial modification and resulted in 0,3 million d’euros (0,4 million de dollars)
incremental compensation expense. The fair value of the modified performance awards was
estimated using the closing stock price on the date of modification.
Annex C-36
The modification of market performance conditioned performance stock units ("TSR PSUs")
replaced the market performance condition with non-market performance conditions to be
determined at a later date, subject to three-year service period. Under IFRS 2, this was
considered a beneficial modification and resulted in incremental compensation expense of €0.3
million or $0.4 million, of which an immaterial amount was recognized during year-end
December 31, 2025. The incremental fair value of the modified awards was measured as the
difference between the fair value of the modified award and the fair value of the original award
as of the modification date.
Nonemployee warrants
Nonemployee warrants generally vest over four years, subject to the holder’s continued service
through the vesting date. Stock options granted under the Company’s stock incentive plans
generally vest over four years, subject to the holder’s continued service through the vesting date
and expire no later than 10 years from the date of grant.
Shares | Weighted- Average Grant date Fair Value Per Share | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |
Outstanding - December 31, 2024 | 159,897 | €16.2 | 3.60 | €3,122.5 |
Granted | — | |||
Exercised | — | |||
Canceled | — | |||
Expired | — | |||
Outstanding - December 31, 2025 | 159,897 | €16.2 | 2.60 | €1,150 |
Vested and exercisable - December 31, 2025 | 159,897 | |||
The aggregate intrinsic value represents the difference between the exercise price of the
nonemployee warrants and the fair market value of common stock on the date of exercise.
During the period ended December 31, 2025, the weighted-average exercise price of
nonemployee warrants is €25.25.
No new stock nonemployee warrants were granted in the year ending December 31, 2025 and
December 31, 2024. As of December 31, 2025, all instruments have fully vested.
Annex C-37
Note 9 – Financial and other Income and Expenses
The Consolidated Statements of Income line item “Financial income (expense)” can be broken
down as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Financial income from cash equivalents | 4,316 | 9,299 | 5,004 |
Interest and fees | (2,075) | (1,686) | (2,178) |
Interest on leases | (1,719) | (2,341) | (2,974) |
Interest income (expense) on contingencies | (263) | — | — |
Discounting impact | (4,890) | (1,633) | — |
Foreign exchange gain / (loss) | (6,882) | (2,626) | (1,962) |
Other financial income (expense) | 7,611 | (885) | (186) |
Total financial and other income (expense) | (3,902) | 128 | (2,296) |
The €(2.3) million euros financial and other expense for the period ended December 31, 2025
was mainly driven by interest income, partially offset by the recognition of a negative impact of
foreign exchange, including end of year non-cash marked to market, the interests on leases and
the financial expense relating to our €407 million available Revolving Credit Facility (“RCF”).
The €0.1 million financial and other expense for the period ended December 31, 2024 was
mainly driven by interest income, partially offset by the recognition of a negative impact of
foreign exchange, including end of year non-cash marked to market, the accretion of earn-out
liability related to the Iponweb acquisition and the financial expense relating to our €407 million
available Revolving Credit Facility (“RCF”).
The €(3.9) million financial and other expense for the period ended December 31, 2023 was
mainly driven by proceeds from disposal of non consolidated investments fully offset by the
recognition of a negative impact of foreign exchange, the accretion of earn-out liability related to
Iponweb acquisition and interests expense relating to our €407 million available Revolving
Credit Facility (RCF).
Annex C-38
Note 10 – Provision for Income Taxes
Breakdown of Income Taxes
The Consolidated Statement of Income line item “Provision for income taxes” can be broken
down as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Current income tax provision | 40,368 | 60,834 | 55,049 |
Deferred income tax provision | (23,620) | (25,860) | (8,639) |
Provision for income taxes | 16,748 | 34,974 | 46,410 |
Reconciliation between the Effective and Nominal Tax Expense
The following table shows the reconciliation between the effective and nominal tax expense at
the nominal standard French rate of 25.8% (excluding additional contributions):
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Income before taxes | 62,220 | 147,688 | 173,544 |
Theoretical group tax rates | 25.82% | 25.82% | 25.82% |
Nominal tax expense (benefit) | 16,065 | 38,133 | 44,809 |
(Increase) Decrease in tax expense arising from : | |||
French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) | (2,197) | (1,672) | (1,475) |
Shared-based compensation, net of tax deductions | 8,103 | 2,140 | (857) |
Changes in Unrecognized Tax Benefit | — | — | 9,166 |
Non-tax deductible provision from loss contingency on regulatory matters (see Note 25) | (5,127) | — | — |
Non deductible expenses | 4,873 | 7,161 | 3,847 |
Non recognition of deferred tax assets | 806 | 333 | 623 |
Utilization or recognition of previously unrecognized tax losses | (1,627) | (5,397) | (9,342) |
Other Taxes Presented as Income Taxes | 1,473 | 1,143 | 8,366 |
Income eligible to reduced taxation rate (1) | (4,180) | (5,355) | (7,991) |
Effect of different tax rates | (467) | 342 | (1,509) |
Other differences | (974) | (1,854) | 773 |
Provision for income taxes | 16,748 | 34,974 | 46,410 |
Effective tax rate | 26.9% | 23.7% | 26.7% |
(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology
royalties income
Annex C-39
In December 2021, the Organization for Economic Cooperation and Development (OECD)
released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of
a minimum rate of 15% for multinational companies with consolidated revenue above
€750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation
to adopt a minimum effective tax rate. As of December 31, 2025 and 2024, the adoption of Pillar
Two resulted in an impact of €0.6 million and €2.8 million recognized in Provision for income
taxes within the Consolidated Statement of Operations. The Company will continue to assess
the ongoing impact of Pillar Two as additional guidance becomes available. The Company has
applied the temporary exception introduced by the amendments to IAS 12 related to the OECD
Pillar Two model rules and, accordingly, does not recognize or disclose deferred tax assets or
liabilities arising from Pillar Two income taxes.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant
changes to both US domestic and international tax provisions. The legislation did not have a
material impact on our income tax expense for the year ended December 31, 2025 and did not
have a material impact on our effective income tax rate.
Annex C-40
Deferred Tax Assets and Liabilities
The following table shows the changes in the major sources of deferred tax assets and
liabilities:
(in thousands of euros) | Defined Benefit Obligation | Tax losses | Intangible & Tangible assets** | Other* | Limitation of Deferred Tax Assets | Deferred Tax Position |
Balance at January 1, 2023 | 899 | 20,111 | (352) | 35,636 | (29,195) | 27,099 |
Recognized in profit or loss | 135 | (3,137) | 17,167 | 8,276 | 1,104 | 23,545 |
Recognized in other comprehensive income | (69) | — | — | — | 42 | (27) |
Change in scope | — | — | — | (995) | 995 | — |
Currency translation adjustments | — | 29 | (406) | (1,221) | 94 | (1,504) |
Transfer | — | — | (188) | 188 | — | — |
Balance at December 31, 2023 | 965 | 17,003 | 16,221 | 41,884 | (26,960) | 49,113 |
Recognized in profit or loss | 400 | (2,498) | 24,423 | 555 | 2,970 | 25,850 |
Recognized in other comprehensive income | 51 | — | — | — | (240) | (189) |
Currency translation adjustments | 5 | 304 | 518 | 2,769 | 551 | 3,493 |
Transfer | (117) | — | 2,058 | (1,942) | 11 | 10 |
Balance at December 31, 2024 | 1,304 | 14,809 | 43,220 | 43,266 | (23,668) | 78,277 |
Recognized in profit or loss | 840 | (395) | 433 | (1,561) | 9,322 | 8,639 |
Recognized in other comprehensive income | (142) | — | — | 191 | (30) | 19 |
Currency translation adjustments | (39) | (1,781) | (866) | (3,672) | (1,761) | (8,119) |
Transfer | — | — | 2,828 | (2,828) | — | — |
Balance at December 31, 2025 | 1,963 | 12,633 | 45,615 | 35,396 | (16,137) | 78,816 |
*Other deferred tax assets and liabilities are mainly comprised of research tax credits and employee
related-payables.
**Includes Section 174 expense capitalization
The Company mainly has net operating loss carryforwards in the U.S. for €31.3 million in
various states, which begin to expire in 2031 and net operating loss carryforwards in the United
Kingdom for €26.9 million which have no expiration date. The company has €5.2 million of state
R&D tax credits which can be carry-forward indefinitely.
Utilization of our net operating loss and tax credit carryforwards in the US may be subject to
annual limitations due to the ownership change limitations provided by the IRS Code 382 and
similar state provisions. Such annual limitations could result in the expiration of the net operating
loss and tax credit carryforwards before their utilization.
As of December 31, 2025, we have not provided deferred taxes on unremitted earnings related
to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and
do not expect to incur any significant taxes related to such amounts.
Annex C-41
Uncertain Tax Positions
In 2025, the Group recognized current income tax of €9.2 million related to uncertain tax
positions and has cumulatively recorded liabilities of €26.9 million for uncertain tax positions at
December 31, 2025, none of which are reasonably expected to be resolved within 12 months.
During the year ended December 31, 2025, the Company recorded an unrecognized tax benefit
of approximately €7.4 million related to certain income tax positions associated with stock-based
compensation, based on management’s evaluation of the relevant facts and circumstances as
of December 31, 2025, in accordance with IAS 12.
The ultimate resolution of uncertain tax positions depends on the interpretation of applicable tax
laws and regulations and may be affected by future developments, including examination
outcomes, changes in facts and circumstances, or the expiration of applicable statutes of
limitations. Management evaluates uncertain tax positions based on the relevant risks, facts,
and circumstances existing at each reporting date and believes that the recorded liabilities
adequately reflect these uncertainties. Actual outcomes may differ from management’s
estimates and could affect the Company’s effective income tax rate in future periods.
The Company files income tax returns in France, the United States (at the federal and state
levels), and various other foreign jurisdictions, and is subject to income tax examinations by tax
authorities in these jurisdictions. The Company is currently under examination in France for the
2022 and 2023 tax years. Other tax years and jurisdictions remain subject to examination under
applicable statutes of limitations.
Annex C-42
Note 11 – Categories of Financial Assets and Liabilities
Financial Assets
The following schedules disclose our financial assets categories for the presented periods:
December 31, 2023 | |||
(In thousands of euros) | Carrying Value | Loans and receivables | Fair value |
Marketable securities | 20,403 | — | 20,403 |
Non current financial assets | 4,791 | 4,791 | 4,791 |
Trade receivables, net of allowances | 701,887 | 701,887 | 701,887 |
Other current assets | 135,244 | 135,244 | 135,244 |
Restricted cash * (of which €67.9m current) | 67,873 | — | 67,873 |
Cash and cash equivalents | 304,040 | — | 304,040 |
Total | 1,234,238 | 841,922 | 1,234,238 |
December 31, 2024 | |||
(In thousands of euros) | Carrying Value | Loans and receivables | Fair value |
Marketable Securities | 40,259 | — | 40,259 |
Non current financial assets | 4,170 | 4,170 | 4,170 |
Trade receivables, net of allowances | 770,870 | 770,870 | 770,870 |
Other current assets | 86,793 | 86,793 | 86,793 |
Restricted cash | 241 | — | 241 |
Cash and cash equivalents | 279,895 | — | 279,895 |
Total | 1,182,228 | 861,833 | 1,182,228 |
December 31, 2025 | |||
(In thousands of euros) | Carrying Value | Loans and receivables | Fair value |
Marketable Securities | 39,780 | — | 39,780 |
Non current financial assets | 7,076 | 7,076 | 7,076 |
Trade receivables, net of allowances | 495,396 | 495,396 | 495,396 |
Other current assets | 71,936 | 71,936 | 71,936 |
Restricted cash | 273 | — | 273 |
Cash and cash equivalents | 291,028 | — | 291,028 |
Total | 905,489 | 574,408 | 905,489 |
* As part of the Iponweb Acquisition, we had deposited $100.0 million of cash into an escrow account containing withdrawal conditions. The cash
secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which was subject to the achievement of
certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During the years ended December 31, 2023 and 2024, the
company settled earn-out payment of €20.2 million and €52.3 million respectively.
Financial Liabilities
Annex C-43
The following schedules disclose our financial liabilities categories for the presented periods:
December 31, 2023 | ||
(In thousands of euros) | Carrying Value | Fair value |
Financial liabilities | 3,137 | 3,137 |
including derivative instruments | 2,304 | 2,304 |
Trade Payables | 760,208 | 760,208 |
Other current liabilities | 257,434 | 257,434 |
Total | 1,020,779 | 1,020,779 |
December 31, 2024 | ||
(In thousands of euros) | Carrying Value | Fair value |
Financial liabilities | 3,266 | 3,266 |
including derivative instruments | 2,943 | 2,943 |
Trade Payables | 773,962 | 773,962 |
Other current liabilities | 171,808 | 171,808 |
Total | 949,036 | 949,036 |
December 31, 2025 | ||
(In thousands of euros) | Carrying Value | Fair value |
Financial liabilities | 9,876 | 9,876 |
including derivative instruments | 9,666 | 9,666 |
Trade Payables | 481,668 | 481,668 |
Other current liabilities | 166,226 | 166,226 |
Total | 657,770 | 657,770 |
Annex C-44
Note 12 – Goodwill
Goodwill allocated to the two reportable segments and the changes in the carrying amount for
the years ended December 31, 2025 and 2024 were as follows:
(In thousands of euros) | Performance Media | Retail Media | Total |
Balance at January 1, 2024 | 336,917 | 137,468 | 474,385 |
Currency translation adjustment | 15,471 | 6,057 | 21,528 |
Balance at December 31, 2024 | 352,388 | 143,525 | 495,913 |
- Gross value at end of period | 352,388 | 143,525 | 495,913 |
Balance at January 1, 2025 | 352,388 | 143,525 | 495,913 |
Currency translation adjustment | (28,580) | (11,302) | (39,882) |
Balance at December 31, 2025 | 323,808 | 132,223 | 456,031 |
- Gross value at end of period | 323,808 | 132,223 | 456,031 |
As at December 31, 2025, 2024 and 2023, the Company did not recognize any goodwill
impairment as the recoverable value of the cash generating unit exceeded significantly its
carrying value.
Annex C-45
Note 13 – Intangible assets
Changes in net book value during the presented periods are summarized below:
(In thousands of euros) | Internally developed software | Technology and customer relationships | Intangible in Progress | Total |
Balance at January 1, 2024 | 19,383 | 85,816 | 58,500 | 163,699 |
Additions to intangible assets | 5,671 | — | 42,279 | 47,950 |
Disposals | (1,175) | (2,625) | (1,829) | (5,629) |
Amortization and impairment expense | (23,275) | (32,216) | — | (55,491) |
Currency translation adjustment | 800 | 930 | 777 | 2,507 |
Transfer into service | 40,706 | — | (40,980) | (274) |
Balance at December 31, 2024 | 42,110 | 51,905 | 58,747 | 152,762 |
Gross value at end of period | 121,119 | 239,018 | 58,747 | 418,884 |
Accumulated amortization and impairment at end of period | (79,009) | (187,113) | — | (266,122) |
Balance at January 1, 2025 | 42,110 | 51,905 | 58,747 | 152,762 |
Additions to intangible assets | 17,918 | — | 42,612 | 60,530 |
Disposals | (1,178) | — | (817) | (1,995) |
Amortization and impairment expense | (45,987) | (32,794) | — | (78,781) |
Currency translation adjustment | (1,807) | (1,674) | (1,163) | (4,644) |
Transfer into service | 51,616 | — | (52,391) | (775) |
Balance at December 31, 2025 | 62,672 | 17,437 | 46,988 | 127,097 |
Gross value at end of period | 185,216 | 226,186 | 46,986 | 458,388 |
Accumulated amortization and impairment at end of period | (122,544) | (208,747) | — | (331,291) |
Additions to internally developed software consist mainly of capitalization of internally developed
internal-use software technology.
Impairment expense of €2.2 million ($2.5 million) and €5.3 million ($5.7 million) have been
recognized for the years ended December 31, 2025 and 2024 in Research and Development
Expense in the Consolidated Statement of Operations. No material impairment expense was
recognized during the year ended December 31,2023.
During the year ended December 31, 2025, the Company recorded accelerated amortization of
$7.9 million (€7.0 million) and a nonrecurring impairment charge of $0.9 million (€0.8 million)
related to internally developed intangible assets following Alphabet Inc.'s decision not to
deprecate third-party cookies in Chrome.
The average life of software is 3 years. The average life of technology and customer
relationships is between 3 and 9 years.
Annex C-46
Note 14 – Property and Equipment
Changes in net book value during the presented periods are summarized below:
(In thousands of euros) | Fixtures and fittings | Furniture and equipment | Construction in progress | Total |
Balance at January 1, 2024 | 9,030 | 63,295 | 42,150 | 114,475 |
Additions to tangible assets | 3,328 | 22,788 | 94 | 26,210 |
Disposal of tangible assets | — | (2,028) | — | (2,028) |
Depreciation expense | (2,836) | (35,192) | — | (38,028) |
Currency translation adjustments | 167 | 1,589 | 829 | 2,585 |
Transfer into service | 1,567 | 40,663 | (42,230) | — |
Balance at December 31, 2024 | 11,256 | 91,115 | 843 | 103,214 |
Gross value at end of period | 19,952 | 277,352 | 843 | 298,147 |
Accumulated depreciation at end of period | (8,696) | (186,237) | — | (194,933) |
Balance at January 1, 2025 | 11,256 | 91,115 | 843 | 103,214 |
Additions to tangible assets | 2,160 | 38,644 | 9,933 | 50,737 |
Disposal of tangible assets | (57) | (493) | — | (550) |
Depreciation and impairment expense | (3,225) | (26,236) | — | (29,461) |
Currency translation adjustments | (433) | (4,548) | (383) | (5,364) |
Transfer into service | 49 | 217 | (266) | — |
Balance at December 31, 2025 | 9,750 | 98,699 | 10,127 | 118,576 |
Gross value at end of period | 20,843 | 269,831 | 10,127 | 300,801 |
Accumulated depreciation at end of period | (11,093) | (171,132) | — | (182,225) |
Note 15 – Marketable Securities
As of December 2025, €39.8 million of investments were classified as Marketable Securities as
they do not meet the cash and cash equivalent criteria and are accounted for using the
amortized cost model. Management has the intent to hold the investments maturity and collect
interest income. The interest income was not material as of December 31, 2025.
The fair value approximates the carrying amount of the securities given the nature of the term
deposit and the maturity of the expected cash flows. The term deposit is considered a level 2
financial instrument as it is measured using valuation techniques based on observable market
data.
Annex C-47
Note 16 - Leases
The Company has entered into operating lease agreements primarily for data centers and
offices throughout the world with lease periods expiring between 2026 and 2036.
The components of lease expense are as follows:
December 31, 2023 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Depreciation and impairment expense | 14,729 | 20,149 | 34,878 |
Interest expense | 685 | 1,035 | 1,720 |
Short term lease expense | 588 | 39 | 627 |
Variable lease expense | 742 | 69 | 811 |
Sublease income | (852) | — | (852) |
Total | 15,892 | 21,292 | 37,184 |
December 31, 2024 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Depreciation and impairment expense | 12,690 | 21,527 | 34,217 |
Interest expense | 888 | 1,454 | 2,342 |
Short term lease expense | 878 | — | 878 |
Variable lease expense | 1,406 | 162 | 1,568 |
Sublease income | (1,292) | — | (1,292) |
Total | 14,570 | 23,143 | 37,713 |
December 31, 2025 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Depreciation and impairment expense | 13,580 | 15,669 | 29,249 |
Interest expense | 1,328 | 1,646 | 2,974 |
Short term lease expense | 422 | — | 422 |
Variable lease expense | 1,339 | 142 | 1,481 |
Sublease income | (881) | — | (881) |
Total | 15,788 | 17,457 | 33,245 |
Annex C-48
The right of use asset is compromised of the following items:
December 31, 2023 | |||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net |
Offices | 93,313 | (37,673) | 55,640 |
Data Centers | 109,313 | (64,572) | 44,741 |
Total | 202,626 | (102,245) | 100,381 |
December 31, 2024 | |||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net |
Offices | 107,860 | (50,941) | 56,919 |
Data Centers | 125,113 | (87,737) | 37,376 |
Total | 232,973 | (138,678) | 94,295 |
December 31, 2025 | |||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net |
Offices | 127,607 | (62,947) | 64,660 |
Data Centers | 145,755 | (98,175) | 47,580 |
Total | 273,362 | (161,122) | 112,240 |
Changes in net book value during the presented periods are summarized below:
(In thousands of euros) | Offices | Data Centers | Total |
Net value as of January 1, 2024 | 55,641 | 44,740 | 100,381 |
New contracts/modifications to existing contracts | 13,298 | 13,629 | 26,927 |
Depreciation | (12,691) | (21,527) | (34,218) |
Impairment | — | — | — |
Currency translation adjustments | 671 | 534 | 1,205 |
Net value as of December 31, 2024 | 56,919 | 37,376 | 94,295 |
New contracts/modifications to existing contracts | 23,629 | 27,703 | 51,332 |
Depreciation | (13,580) | (15,669) | (29,249) |
Currency translation adjustments | (2,308) | (1,830) | (4,138) |
Net value as of December 31, 2025 | 64,660 | 47,580 | 112,240 |
Annex C-49
The lease liability is composed of the following:
December 31, 2023 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Long term lease liabilities | 47,474 | 26,674 | 74,148 |
Short term lease liabilities | 10,125 | 21,338 | 31,463 |
Total | 57,599 | 48,012 | 105,611 |
December 31, 2024 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Long term lease liabilities | 47,828 | 26,305 | 74,133 |
Short term lease liabilities | 9,812 | 13,956 | 23,768 |
Total | 57,640 | 40,261 | 97,901 |
December 31, 2025 | |||
(In thousands of euros) | Offices | Data Centers | Total |
Long term lease liabilities | 53,955 | 35,550 | 89,505 |
Short term lease liabilities | 12,615 | 15,832 | 28,447 |
Total | 66,570 | 51,382 | 117,952 |
As of December 31, 2025, the future minimum lease payments were as follows:
(In thousands of euros) | Offices | Data Centers | Total |
2026 | 13,209 | 15,238 | 28,447 |
2027 | 16,541 | 17,889 | 34,430 |
2028 | 14,121 | 13,383 | 27,504 |
2029 | 11,664 | 6,678 | 18,342 |
2030 | 8,862 | 503 | 9,365 |
2031 and after | 7,952 | 384 | 8,335 |
Total future lease payments | 72,349 | 54,075 | 126,423 |
Less Imputed Interest | (5,778) | (2,693) | (8,471) |
Total lease liability balance | 66,571 | 51,382 | 117,952 |
As of December 31, 2025, we have additional leases, for offices and data centers, that have not
yet commenced which will result in additional operating lease liabilities and right of use assets of
approximately €21.9 million and €21.9 million respectively. These operating leases will
commence in 2026.
Annex C-50
Note 17 - Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented
periods:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Trade accounts receivables | 741,126 | 798,413 | 517,433 |
Less provision for credit losses | (39,239) | (27,543) | (22,037) |
Net book value at end of period | 701,887 | 770,870 | 495,396 |
Changes in allowance for doubtful accounts are summarized below:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Balance at beginning of period | (44,818) | (39,239) | (27,543) |
Provision for doubtful accounts | (13,106) | (11,931) | (10,199) |
Reversal of provision | 17,977 | 24,670 | 13,766 |
Currency translation adjustment | 708 | (1,043) | 1,939 |
Balance at end of period | (39,239) | (27,543) | (22,037) |
Accounts receivable balances are written-off once the receivables are no longer deemed
collectible.
Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its
obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When
a possible risk exposure is identified, we require prepayments or impair Customer credit.
During 2025, a large US retailer – that is a customer primarily in our Performance Media
segment – experienced financial difficulty and subsequently filed for bankruptcy. As of year end
2025, the Company recorded a full allowance for €5.2 million ($5.9 million) for the related
receivables.
As of December 31, 2025, and 2024, no customer accounted for 10% or more of our gross
accounts receivables.
Note 18 – Other Current Assets
The following table shows the breakdown in other current assets net book value for the
presented periods:
Annex C-51
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Prepayments to suppliers | 6,786 | 10,585 | 3,279 |
Employee-related receivables | 880 | 153 | 689 |
Taxes receivables | 98,905 | 51,866 | 48,542 |
Other debtors | 4,107 | 5,442 | 5,927 |
Indemnification assets | 593 | — | — |
Prepaid expenses | 23,973 | 18,747 | 13,499 |
Gross book value at end of period | 135,244 | 86,793 | 71,936 |
Net book value at end of period | 135,244 | 86,793 | 71,936 |
Note 19 – Cash and Cash Equivalents
Consolidated Statement of the Financial Position
The following table presents for each reported period, the breakdown of cash and cash
equivalents:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Interest-bearing bank deposits | 45,995 | 37,772 | 154,710 |
Cash equivalents | 258,045 | 242,123 | 136,318 |
Total Cash & cash equivalents | 304,040 | 279,895 | 291,028 |
The short-term investments included investments in money market funds and interest–bearing
bank deposits which met IFRS 7 — Statement of Cash Flow criteria: short-term, highly liquid
investments, for which the risks of changes in value are considered to be insignificant.
Interest-bearing bank deposits are considered level 2 financial instruments as they are
measured using valuation techniques based on observable market data. For the cash and cash
equivalents, the fair value approximates the carrying amount, given the nature of the cash and
cash equivalents and the maturity of the expected cash flows.
Consolidated Statement of Cash Flow
The breakdown of cash & cash equivalents presented in the Consolidated Statement of Cash
Flow can be reconciled with the financial statement position as follows:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Cash & cash equivalents | 304,040 | 279,895 | 291,028 |
Net cash and cash equivalents | 304,040 | 279,895 | 291,028 |
Annex C-52
Note 20 – Common shares
The Group manages its capital to ensure that entities in the Company will be able to continue as
a going concern while maximizing the return to shareholders through the optimization of the
debt and equity balance.
Our capital structure consists of financial liabilities (net debt) and equity (issued capital,
reserves, retained earnings and non-controlling interests).
The Group is not subject to any externally imposed capital requirements.
Change in Number of Shares
Change in number of shares | Number of ordinary shares |
Balance at January 1, 2024 | 55,765,091 |
of which Common stock | 61,165,663 |
of which Treasury stock | (5,400,572) |
Issuance of shares under share option and free share plans (1) | (3,420,824) |
Treasury shares issued for RSU vesting | 2,366,158 |
Treasury shares issued for LUS vesting | 1,953,761 |
Treasury shares retired (1) | 3,590,000 |
Share repurchase program | (5,976,764) |
Balance at December 31, 2024 | 54,277,422 |
of which Common stock | 57,744,839 |
of which Treasury stock | (3,467,417) |
Issuance of shares under share option and free share plans (2) | (2,084,944) |
Treasury shares issued for RSU vesting | 2,157,390 |
Treasury shares retired (2) | 2,195,000 |
Share repurchase program | (5,393,002) |
Balance at December 31, 2025 | 51,151,866 |
of which Common stock | 55,659,895 |
of which Treasury stock | (4,508,029) |
(1) Approved by the Board of Directors on April 25 and December 5, 2024
(2) Approved by the Board of Directors on December 8, 2025
Annex C-53
Note 21 – Earnings Per Share
Basic Earnings Per Share
The Group calculates basic earnings per share by dividing the net income for the period
attributable to shareholders of the Parent company by the weighted average number of shares
outstanding.
December 31, 2023 | December 31, 2024 | December 31, 2025 | |
Net income attributable to shareholders of Criteo S.A. | 44,175 | 109,812 | 122,910 |
Weighted average number of shares outstanding | 56,170,658 | 54,817,136 | 52,934,526 |
Basic earnings per share | 0.79 € | 2.00 € | 2.32 € |
Diluted Earnings Per Share
Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based
compensation plans. There were no other potentially dilutive instruments outstanding as of
December 31, 2025, 2024 and 2023. Consequently all potential dilutive effects from shares are
considered.
For each period presented, a contract to issue a certain number of shares (i.e., stock options
and nonemployee warrants) was assessed as potentially dilutive, if it was “in the money” (i.e.,
the exercise or settlement price is lower than the average market price).
December 31, 2023 | December 31, 2024 | December 31, 2025 | |
Net income attributable to shareholders of Criteo S.A. | 44,175 | 109,812 | 122,910 |
Weighted average number of shares outstanding of Criteo S.A. | 56,170,658 | 54,817,136 | 52,934,526 |
Dilutive effect of : | 3,084,564 | 2,328,272 | 262,021 |
- Restricted share awards | 2,934,019 | 2,159,752 | 250,625 |
- Share options (OSA) and BSPCE | 98,384 | 113,656 | 10,309 |
- Share warrants | 52,161 | 54,864 | 1,087 |
Weighted average number of shares outstanding used to determine diluted earnings per share | 59,255,222 | 57,145,408 | 53,196,547 |
Diluted earnings per share | 0.75 € | 1.92 € | 2.31 € |
Annex C-54
Note 22 – Employee Benefits
Defined Benefit Plans
According to the French law and the Syntec Collective Agreement, French employees are
entitled to compensation paid on retirement, equal to up to twelve months of their salary based
on term of employment.
The following table summarizes the changes in the projected benefit obligation:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Defined Benefit Obligation present value - Beginning of period | 3,633 | 3,739 | 4,544 |
Service cost | 371 | 458 | 694 |
Finance cost | 149 | 146 | 177 |
Actuarial losses (gains) | (414) | 201 | (550) |
Defined Benefit Obligation present value - End of period | 3,739 | 4,544 | 4,865 |
The Company does not hold any plan assets for any of the periods presented.
The reconciliation of the changes in the present value of projected benefit obligation with the
Consolidated Statement of Income for the presented periods is illustrated in the following table:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Service cost | (371) | (458) | (694) |
- Research and development expense | (243) | (305) | (384) |
- Sales and operations expense | 45 | 29 | (90) |
- General and administrative expense | (173) | (182) | (220) |
Finance cost | (149) | (146) | (177) |
- Finance income (expense) | (149) | (146) | (177) |
Actuarial (losses) gains | 414 | (201) | 550 |
- Other comprehensive (loss) income | 414 | (201) | 550 |
The main assumptions used for the purposes of the actuarial valuations are listed below:
December 31, 2023 | December 31, 2024 | December 31, 2025 | |
Discount rate (Corp AA) | 3.9% | 3.9% | 4.5% |
Expected rate of salary increase | 7.0% | 7.0% | 7.0% |
Expected rate of social charges | 48% | 49% | 50% |
Estimated retirement age | Company based table | Company based table | Company based table |
Life table | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted |
Staff turnover assumptions | Company historical table | Company historical table | Company historical table |
Annex C-55
Defined Contribution Plans
The Company also provides qualified defined contribution plans primarily in France, the United
States, and the United Kingdom. The most significant of these plans is the 401(k) Plan, which
covers eligible U.S. employees. Employees can contribute to the plans a specified percentage
of their eligible compensation, subject to matching contributions from the Company on behalf of
the eligible employee. The following table shows the Company's agreed contributions, reported
in the Consolidated Statement of Operations for the period.
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Defined contributions plans included in personnel expenses | (16,598) | (17,616) | (17,758) |
Note 23 – Financial Liabilities
The Company holds derivative financial instruments in order to manage and reduce exposure to
the risk of exchange rate fluctuations.
The changes in current and non-current financial liabilities during the periods ended December
31, 2025 are illustrated in the following schedules:
(In thousands of euros) | December 31, 2024 | New borrowings | Repayments | Change in scope | Other | Currency translation adjustment | December 31, 2025 |
Other financial liabilities | 286 | — | (71) | — | (215) | — | — |
Non current portion | 286 | — | (71) | — | (215) | — | — |
Other financial liabilities | 37 | — | — | — | 215 | (42) | 210 |
Derivatives | 2,943 | 6,723 | — | — | — | 9,666 | |
Current portion | 2,980 | 6,723 | — | — | 215 | (42) | 9,876 |
Other financial liabilities | 323 | — | (71) | — | — | (42) | 210 |
Derivatives | 2,943 | 6,723 | — | — | — | — | 9,666 |
Total | 3,266 | 6,723 | (71) | — | — | (42) | 9,876 |
Annex C-56
We are party to several revolving credit facilities with third-party financial institutions. Our loans
and RCF agreements are presented in the table below:
Date | Nominal/ Authorized amounts (in thousands of euros) | Amount drawn | Balance as of December 31, 2025 (in thousands of euros) | Interest rate | Settlement date |
Bank syndicate RCF - Criteo SA | |||||
September 1, 2022 | 407,000 | — | 407,000 | Floating rate : EURIBOR/ SOFR + margin depending on leverage ratio | September 2027 |
Other short-term lines of credit | |||||
21,500 | — | 21,500 | EURIBOR |
The Bank Syndicate Revolving Line of Credit (RCF) is an unsecured sustainability-linked facility,
subject to financial and nonfinancial covenants linked to our sustainability goals. As of year-end
December 31, 2025, and 2024, we were in compliance with the required covenants.
On November 17, 2023, we updated certain terms of our €407.0 million syndicated credit facility
to a €407.0 million sustainability-linked credit facility, the framework for which was provided for
in the initial credit facility agreement. Certain terms and conditions of the amended credit facility
are now linked to our sustainability goals to increase the representation of women in tech roles
and reduce our GHG emissions, while the rest of the credit facility agreement remains
unchanged.
As of December 31, 2025, and 2024, no amounts have been drawn or are outstanding under
the revolving credit facility.
We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP
Paribas and LCL with an authorization to draw up to a maximum of €21.5 million in the
aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2025, we
had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities
bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these
facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to
terminate such facilities on short notice.
Annex C-57
Note 24 – Net debt
The company net debt is calculated by offsetting the cash and cash equivalents from the
financial liabilities.
As shown in note 6 and 19, the market risk is monitored by management, who define the
management policy regarding the consolidated net debt in terms of liquidity, interest rates,
exchange rates and counterparty risk for the upcoming months and analyzes the previous
events (realized transactions, financial results).
The following tables show the maturity and allocation by currency of our financial liabilities and
cash and cash equivalents.
Net debt by maturity
(In thousands of euros) | Carrying value | Maturity | ||||
2026 | 2027 | 2028 | 2029 | 2030 | ||
Other financial liabilities | 210 | 210 | — | — | — | — |
Derivatives | 9,666 | 9,666 | — | — | — | — |
Financial liabilities | 9,876 | 9,876 | — | — | — | — |
Cash and cash equivalents | 291,028 | 291,028 | — | — | — | — |
Net financial debt | (281,152) | (281,152) | — | — | — | — |
Net debt by currency
(In thousands of euros) | Carrying value | Currency | ||||
EUR | GBP | USD | JPY | Others | ||
Other financial liabilities | 210 | 196 | — | 14 | — | — |
Derivatives | 9,666 | 9,666 | — | — | — | — |
Financial liabilities | 9,876 | 9,862 | — | 14 | — | — |
Cash and cash equivalents | 291,028 | 114,810 | 1,873 | 141,398 | 16,499 | 16,448 |
Net financial debt | (281,152) | (104,948) | (1,873) | (141,384) | (16,499) | (16,448) |
Annex C-58
Note 25 – Contingencies
The change in contingencies is detailed in the following table:
(In thousands of euros) | Provision for employee related litigation | Provision for tax related litigation | Other provisions | Total |
Balance at January 1, 2024 | 370 | 29,970 | 1,582 | 31,922 |
Charges | 723 | — | — | 723 |
Provision used | (186) | — | — | (186) |
Provision released not used | (39) | — | (637) | (676) |
Currency translation adjustments | (14) | — | 10 | (4) |
Balance at December 31, 2024 | 854 | 29,970 | 955 | 31,779 |
Charges | 113 | 2,887 | 6,509 | 9,509 |
Provision reversed not used | (331) | — | — | (331) |
Currency translation adjustments | (37) | (770) | (237) | (1,044) |
Other | — | (13,398) | — | (13,398) |
Balance at December 31, 2025 | 599 | 18,689 | 7,227 | 26,515 |
of which current | 599 | 28 | 7,227 | 7,854 |
Legal and Regulatory Matters
Following a complaint from Privacy International against a number of advertising technology
companies with certain data protection authorities, including in France, France's Commission
Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January
2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged
European Union's General Data Protection Regulation ("GDPR") violations but reduced the
financial sanction against Criteo from the original amount of €60 million ($70.5 million) to
€40 million ($47.0 million). Criteo issued the required sanction payment during the third quarter
of 2023. The decision relates to past matters and does not include any obligation for Criteo to
change its current practices. Criteo has appealed this decision before the French Council of
State (Conseil d’Etat).
As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al.
in the US District Court for the Northern District of California) alleging violations of various state
and federal laws. In the third quarter of 2025, the Company agreed to settle the matter for
$7.0 million, subject to court approval. In January 2026, the court denied approval of the
proposed settlement.
The Company continues to engage in discussions with the plaintiffs and GoodRx to address the
Judge’s requests and re-file the settlement agreement. Based on management's assessment of
the underlying facts and circumstances, including the status of settlement discussions and the
indemnification arrangement with GoodRx, the Company recognized an estimated probable loss
$7.0 million (€6.0 million) within “Contingencies-current portion” as of December 31, 2025.
GoodRx has agreed to indemnify Criteo for $5.5 million (€4.7 million) in connection with this
matter, and the Company recognized an indemnification receivable of $5.5 million (€4.7 million)
within “Prepaid expenses and other current assets”. The resulting estimated net probable loss of
Annex C-59
$1.5 million (€1.3 million) was recognized within “General and administrative expenses” in the
Company’s consolidated statement of operations for the year ended December 31, 2025. The
results of legal proceedings are inherently uncertain and it is reasonably possible that the
ultimate loss may differ from our estimate.
On July 9, 2025, a putative class action was filed against the Company, CVS and others in the
U.S. District Court for the Central District of California, alleging violations of various laws
regarding sensitive health and personal information. On October 27, 2025, the action was
dismissed with respect to the Company. On November 7, 2025, a second amended putative
class action complaint was filed against the Company, CVS and others in the U.S. District Court
for the Central District of California, again alleging violations of various laws regarding sensitive
health and personal information. The plaintiffs seek damages and injunctive relief. We dispute
the allegations of wrongdoing and intend to defend ourselves vigorously in these matters. On
January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are
currently engaged in mediation.
On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in
the U.S. District Court for the District of Delaware. The complaint was served to the Company
on October 21, 2025. The plaintiffs seek damages and injunctive relief. We dispute the
allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
Non income tax risks
During the year ended December 31, 2025, management reassessed the provision related to
certain non-income tax matters, reducing the balance from €29.9 million to €18.7 million. These
risks were initially identified and recognized as part of the Iponweb Acquisition in 2022. In
accordance with the purchase agreement relating to the acquisition, the Company is indemnified
against specific tax risks, and as such, an indemnification asset has been recorded. The
indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated
statement of financial position.
Note 26 – Other current liabilities
Other current liabilities are presented in the following table:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Clients’ prepayments | 23,421 | 9,275 | 3,945 |
Credit notes | 21,099 | 30,743 | 31,356 |
Employee-related payables | 102,522 | 105,140 | 95,795 |
Other taxes payables | 60,327 | 18,433 | 13,632 |
Accounts payable relating to capital expenditures | 3,028 | 1,692 | 15,426 |
Earn-out liability - current portion | 45,653 | 241 | — |
Other creditors | 1,375 | 4,590 | 2,850 |
Deferred revenue | 9 | 1,694 | 3,222 |
Total | 257,434 | 171,808 | 166,226 |
Annex C-60
Accounts payable relating to capital expenditures are primarily related to the purchase of
datacenter equipment.
Note 27 – Commitments and contingencies
Purchase Obligations
As of December 31, 2025, the Group had €58.2 million of other non-cancellable contractual
obligations, primarily related to software licenses, maintenance and bandwidth for the servers.
Note 28 – Expenses by nature
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Traffic acquisition costs | (856,970) | (750,323) | (681,793) |
Employee benefits | (500,903) | (490,725) | (479,778) |
Depreciation and amortization expenses | (92,137) | (93,518) | (108,242) |
Share-based compensation expenses | (89,855) | (82,644) | (51,638) |
Lease expenses | (34,878) | (34,217) | (29,249) |
Other operating expenses | (161,611) | (187,825) | (194,774) |
Total expenses | (1,736,354) | (1,639,252) | (1,545,474) |
Annex C-61
Note 29 – Related Parties
The Executive Officers as of December 31, 2025 were:
•Michael Komasinski - Chief Executive Officer
•Sarah Glickman - Chief Financial Officer and Principal Accounting Officer
•Ryan Damon - Chief Legal and Transformation Officer
Total compensation for the Executive Officers, including social contributions, is summarized in
the following table:
(In thousands of euros) | December 31, 2023 | December 31, 2024 | December 31, 2025 |
Short-term benefits (1) (2) | (2,930) | (5,310) | (4,375) |
Share-based compensation (2) | (9,074) | (13,729) | (4,197) |
Total | (12,004) | (19,039) | (8,572) |
(1) Wages, bonuses and other compensations
(2) Including former officers departed during the year ended December 31, 2025
For the year ended December 31, 2025, 2024 and 2023, there were no material related party
transactions.
Note 30 – Subsequent Events
Share Repurchase Program extension
On February 6, 2026, the Board of Directors approved an increase to the Company’s share
repurchase program for the Company’s outstanding American Depositary Shares. As of
February 6, 2026, following this approval, the remaining authorization under the program was up
to $200 million. The Company intends to use repurchased shares under this program primarily
to satisfy employee equity plan vesting in lieu of issuing new shares, which would limit future
dilution to shareholders, and may also use such shares in connection with potential acquisition
transactions.
Annex D-1
ANNEX D
CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)
Twelve Months Ended | |||||
December 31, | |||||
2025 | 2024 | ||||
CASH FROM OPERATING ACTIVITIES | $311,237 | $258,161 | |||
Acquisition of intangible assets, property and equipment | (102,739) | (78,112) | |||
Disposal of intangibles assets, property and equipment | 2,013 | 1,476 | |||
FREE CASH FLOW (1) | $210,511 | $181,525 | |||
(1) Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment.
Appendix A-1
APPENDIX A
Please note that because we are a French company, the full text of the plan has been translated from French. In
the case of any discrepancy between this version and the French version, the French version will prevail.
CRITEO AMENDED 2016 STOCK OPTION PLAN | ||||
Appendix A-2
Please note that because we are a French company, the full text of the plan has been translated
from French. In the case of any discrepancy between this version and the French version, the
French version will prevail.
AMENDED 2016 STOCK OPTION PLAN
Adopted by the Board on April 7, 2016
Approved by the Company’s combined shareholders’ general meeting of June 29, 2016
Amended from time to time. Last amendment by the Board: April 6, 2022 and April 9, 2025
Appendix A-3
TABLE OF CONTENTS
1. Purpose of the Plan ...................................................................................................................... | 4 |
2. Definitions ....................................................................................................................................... | 4 |
3. Shares Subject to the Plan .......................................................................................................... | 8 |
(a)Number of Shares Available for Grants. .............................................................................. | 8 |
4. Administration of the Plan ............................................................................................................ | 8 |
(a)General. .................................................................................................................................... | 8 |
(b)Powers of the Administrator. ................................................................................................. | 8 |
(c)Effect of Administrator’s Decision. ........................................................................................ | 9 |
5. Limitations ...................................................................................................................................... | 9 |
(a)U.S. Beneficiaries. .................................................................................................................. | 9 |
6. Term of Plan ................................................................................................................................... | 10 |
7. Term of Options ............................................................................................................................. | 10 |
8. Option Exercise Price and Consideration .................................................................................. | 11 |
(a)Subscription or Purchase Price. ........................................................................................... | 11 |
(b)Prohibition on Repricing. ........................................................................................................ | 11 |
(c)Vesting Period, Minimum Vesting Period and Exercise Dates. ....................................... | 11 |
(d)Form of Consideration. .......................................................................................................... | 12 |
9. Exercise of Options ....................................................................................................................... | 12 |
(a)Procedure for Exercise; Rights as a Shareholder. ............................................................ | 12 |
(b)Optionee’s Continuous Status as a Beneficiary in the event of an Agreed Leave of More Than Three Months. ................................................................................................................. | 13 |
(c)Termination of the Optionee’s Continuous Status as Beneficiary. .................................. | 13 |
(d)Disability of Optionee. ............................................................................................................ | 14 |
(e)Death of Optionee. .................................................................................................................. | 14 |
10. Non-Transferability of Options .................................................................................................. | 14 |
11. Adjustments Upon Changes in Capitalization, Dissolution ................................................... | 14 |
(a)Changes in Capitalization. ..................................................................................................... | 14 |
(b)Dissolution or Liquidation. ..................................................................................................... | 15 |
12. Change in Control ....................................................................................................................... | 15 |
(a)Assumption or Substitution of Options. ............................................................................... | 15 |
(b)Cashout of Options. ................................................................................................................ | 16 |
(c)Plan Binding on Successors. ................................................................................................ | 16 |
13. Grant ............................................................................................................................................. | 16 |
14. Amendment, Modification and Termination of the Plan ......................................................... | 17 |
(a)Amendment and Termination. ............................................................................................... | 17 |
(b)Shareholders’ approval. ......................................................................................................... | 17 |
(c)Effect of amendment or termination. .................................................................................... | 17 |
15. Compliance with Company Policies ......................................................................................... | 17 |
Appendix A-4
(a)Clawback Policy. ..................................................................................................................... | 17 |
(b)Share Ownership Guidelines. ............................................................................................... | 17 |
16. U.S. Beneficiaries, Conditions Upon Issuance of Shares .................................................... | 17 |
(a)Legal Compliance. .................................................................................................................. | 17 |
(b)Investment Representations. ................................................................................................ | 17 |
17. Liability of Company ................................................................................................................... | 18 |
18. Shareholder Approval ................................................................................................................. | 18 |
19. Law, Jurisdiction .......................................................................................................................... | 18 |
Exhibit A – Sub-Plan for Israeli Beneficiaries
Exhibit B – Stock Option Grant Agreement
Part I – Notice of Stock Option Grant
Part II – Terms and Conditions
Appendix A-5
CRITEO
AMENDED 2016 STOCK OPTION PLAN
1.Purpose of the Plan
Pursuant to its decision, taken on April 7, 2016 as approved by the Company’s combined
shareholders’ general meeting of June 29, 2016, the Board decided, in compliance with the
provisions of articles L. 225−177 et. seq. of the French Commercial Code, to adopt the 2016
stock option plan of the Company, as amended and extended thereafter (the “Criteo Amended
2016 Stock Option Plan”), the terms and conditions of which, as amended by the Board from
time to time, are set out below.
The purpose of the Plan is to:
•attract and retain the best available personnel for positions of substantial
responsibility;
•provide additional incentive to Beneficiaries; and
•promote the success of the Company’s business.
Options granted under the Plan to U.S. Beneficiaries are intended to be Incentive Stock
Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant
of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit
from available tax advantages.
2.Definitions
(1)“Administrator” means the Board, which shall administer the Plan in accordance
with Section 4 of the Plan.
(2)“Affiliated Company” means an entity which conforms with the criteria set forth
in article L. 225−180 of the French Commercial Code as follows:
•entities of which at least ten per cent (10%) of the share capital or voting rights
are held directly or indirectly by the Company;
•entities which own directly or indirectly at least ten per cent (10%) of the share
capital or voting rights of the Company; and
•entities of which at least fifty per cent (50%) of the share capital or voting rights
are held directly or indirectly by a company which owns directly or indirectly at
least fifty percent (50%) of the share capital or voting rights of the Company.
(3)“Agreed Leave” means any leave of absence having received a prior approval
from the Company or, in the case of a U.S. Beneficiary, requiring no prior approval under U.S.
laws or, in the case of a U.K. Beneficiary, requiring no prior approval under applicable U.K. laws.
Leaves of absence requiring prior approval from the Company shall include leaves of more than
three (3) months for illness or conditions about which the employee has advance knowledge,
military leave, and any other personal leave. Agreed Leave shall not include any absence
considered as effective working time, such as maternity leave of whatever duration, which shall
also not terminate the employment relationship between the Beneficiary and the Company or
any Affiliated Company. Notwithstanding the foregoing, for purposes of U.S. Beneficiaries and
Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment
Appendix A-6
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of an Agreed Leave is not so guaranteed, on the 91st day of such leave any Incentive
Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option
and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option.
(4)“Applicable Laws” means for the U.S., the legal requirements related to the
administration of stock option plans under federal and state corporate and securities laws,
including requirements of any exchange or quotation system on which the Shares may then be
listed or quoted, and the Code in force in the United States of America.
(5)“Beneficiary” means the chairman of the board of directors (président du conseil
d’administration), the general manager (directeur général) and the deputy general managers
(directeurs généraux délégués) or, as the case may be, the chairman and the members of the
management board (président et membres du directoire) of the Company as well as any
individual employed by the Company or by any Affiliated Company under the terms and
conditions of an employment contract or otherwise, it being specified that a term of office of
director of the Company or director of an Affiliated Company (remunerated or not) shall not be
deemed to constitute an employment relationship.
(6)“Board” means the board of directors of the Company.
(7)“Change in Control” means (i) a merger (fusion) of the Company with or into
another corporation, other than to another corporation, entity or person in which the holders of at
least a majority of the voting rights and share capital of the Company outstanding immediately
prior to such transaction continue to hold (either by such shares remaining outstanding in the
continuing entity or by being converted into shares of voting rights and share capital of the
surviving entity) a majority of the total voting rights and share capital of the Company (or the
surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii)
the sale (vente) or other form of transfer by one or several shareholders of the Company to any
person or group of persons of a number of Shares such that the transferee(s) shall own a
majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other
disposition, in a single transaction or in a series of related transactions, of all or substantially all
of the assets of the Company other than to (1) a corporation or other entity of which at least a
majority of its combined voting rights and share capital is owned directly or indirectly by the
Company or (2) an Excluded Entity.
(8)“Code” means the United States Internal Revenue Code of 1986, as amended,
including rules, regulations and guidance promulgated thereunder and successor provisions and
rules and regulations thereto.
(9)“Company” means CRITEO, a société anonyme organized under the laws of the
Republic of France, having its registered office located at 32 rue Blanche, 75009 Paris, France
and registered with the trade and companies registry under number 484 786 249 RCS Paris.
(10)“Continuous Status as a Beneficiary” means as regards the chairman of the
board of directors, the general manager, the deputy general manager(s) or, as the case may be,
the chairman and the members of the management board, that the term of their office has not
been terminated and, as regards an employee, that the employment relationship between the
Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status
as a Beneficiary shall not be considered terminated in the case of an (i) Agreed Leave or (ii)
transfers between locations of the Company or between the Company or any Affiliated
Company or the contrary or also from an Affiliated Company to another Affiliated Company.
(11)“Date of Grant” means the date of the decision of the Board to grant the Options.
(12)“Disability” means a disability declared further to a medical examination
provided for in article R. 4624−21 of the French Labour Code or pursuant to any similar
provision applicable to a foreign Affiliated Company or Beneficiary.
Appendix A-7
(13)“Exchange Act” means the United States Securities Exchange Act of 1934, as
amended.
(14)“Fair Market Value” means the value for one Share as determined in good faith
by the Administrator, according to the following provisions, as provided in the Shareholders
Authorization:
i.the Board may determine the subscription or purchase price of a share by
reference to the closing sales price of one American Depositary Share
representing one Share (“ADS”) on the Nasdaq Global Market for the day
prior to the day of the decision of the Board to grant the Options,
converted to Euros in the manner established by the Board. However, the
purchase or subscription price shall in no case be less than ninety five
percent (95%) of the average of the closing sales price for an ADS as
quoted on said stock exchange market during the twenty market trading
days prior to the Date of Grant; provided that, when an Option allows its
holder to purchase Shares which have been previously purchased by the
Company, then in addition to the minimum price stated above in this
Section 2(n)(i) and in accordance with applicable law, the exercise price
of such Option may not be less than eighty percent (80%) of the average
price paid by the Company for the purchase of the treasury Shares.
ii.for U.S. Beneficiaries, the subscription or purchase price shall not be less
than the fair market value of the Shares on the Date of Grant, determined
as follows (a) if the Shares, or ADSs representing the Shares, are listed or
quoted for trading on an exchange, the value will be deemed to be the
closing sales price of the Shares or ADSs, as applicable, on the principal
exchange upon which such securities are traded or quoted on the day
prior to the day of the decision of the Board to grant the Options,
provided, if such date is not a trading day, on the last market trading day
prior to such date; and (b) if the Shares or ADSs representing the Shares
are not listed or quoted for trading on an exchange, the fair market value
of the Shares as determined by the Board, consistent with the
requirements of Section 422 with respect to Incentive Stock Options, and
Section 409A of the Code with respect to Options not intended to be
Incentive Stock Options.
Except as provided in Sections 11 and 12 of the Plan, the subscription or
purchase price of Shares shall not be modified during the period in which
the Option may be exercised. However, if the Company carries out any of
the actions mentioned in article L. 225−181 of the French Commercial
Code, it must take all necessary measures to protect Optionees’ interests
in accordance with article L. 228−99 of the French Commercial Code. In
the case of issuance of securities giving access to the share capital
(valeurs mobilières donnant accès au capital), as well as in case of
Company’s merger or scission, the Board may decide, for a limited period
of time, to suspend the exercisability of the Options.
(15)“Incentive Stock Option” means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.
(16) “Non-Statutory Stock Option” means an Option which does not qualify as an
Incentive Stock Option.
(17)“Notice of Grant” means a written notice evidencing the main terms and
conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement.
Appendix A-8
(18)“Option” means an option to purchase or subscribe for Shares granted pursuant
to the Plan.
(19)“Optionee” means a Beneficiary who holds at least one outstanding Option.
(20)“Option Agreement” means a written agreement entered into between the
Company and an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.
(21)“Parent” means a “parent corporation”, whether now or hereafter existing, as
defined in Section 424(e) of the Code.
(22)“Plan” means the Criteo Amended 2016 Stock Option Plan as adopted by the
Board on April 7, 2016 and approved by the Company’s combined shareholders’ general
meeting of June 29, 2016, and amended from time to time by the Board, including on April 25,
2019, April 23, 2020, April 7, 2021, April 6, 2022, and April 9, 2025.
(23)“Share” means one ordinary share (action ordinaire) of the Company or an
American Depositary Share representing one Share on the Nasdaq Global Market.
(24)“Share Capital” means the issued and paid up capital of the Company.
(25)“Shareholders Authorization” means the authorization given by the
shareholders of the Company in the extraordinary general meeting held on June 29, 2016, as
increased, amended or replaced from time to time by a further general meeting of the
shareholders permitting the Board to grant Options.
(26)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter
existing, as defined in Section 424(f) of the Code.
(27)“U.K. Beneficiary” means a Beneficiary of the Company or an Affiliated
Company residing in the U.K. or otherwise subject to U.K. laws, regulations or taxation.
(28)“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated
Company residing in the United States or otherwise subject to United States’ laws, regulations
or taxation.
3.Shares Subject to the Plan
a.Number of Shares Available for Grants.
i.Subject to the provisions of Sections 11 and 12 of the Plan, the maximum
aggregate number of Shares which may be optioned and issued under
the Plan shall not exceed the number of shares remaining available for
issuance under the Shareholders Authorization. Subject to the foregoing,
for Incentive Stock Options, the maximum number of Shares which may
be optioned and issued is equal to 4,600,000. The Shares optioned and
issued under the Plan may be newly issued Shares, treasury Shares or
Shares purchased on the open market.
ii.Except as provided in Section 11(a), no Beneficiary shall be granted,
within any fiscal year of the Company, Options in respect of more than
2,200,000 Shares.
iii.Should the Option expire or become unexercisable for any reason without
having been exercised in full, the unsubscribed Shares which were
Appendix A-9
subject thereto shall, unless the Plan shall have been terminated, become
available again for future grant under the Plan.
iv.For avoidance of doubt, the following Shares shall be deemed delivered
for purposes of the limits set forth in Section 3(a)(i) and shall not be
available for future grants of Options under the Plan: (1) Shares delivered
by an Optionee (by either actual delivery or by attestation) or withheld by
the Company in payment of the subscription price or exercise price of an
Option and/or any applicable tax withholding obligations relating to an
Option; and (2) Shares purchased on the open market by the Company
with the cash proceeds received from the exercise of Options.
4.Administration of the Plan
a.General.
The Plan shall be administered by the Administrator.
b.Powers of the Administrator.
Subject to the provisions of the French Commercial Code, the Shareholders
Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its
discretion:
i.to determine the Fair Market Value of the Shares, in accordance with
Section 2(n) of the Plan;
ii.to determine the Beneficiaries to whom Options may be granted
hereunder;
iii.to select the Beneficiaries and determine whether and to what extent
Options are granted hereunder;
iv.to approve or amend forms of Option Agreement for use under the Plan;
v.to determine the terms and conditions of any Options granted hereunder,
consistent with Plan terms. Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Shares relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine with the exception of the exercise price; it being specified that
the Administrator’s discretion remains subject to the rules and limitations
set forth in this Plan and in the French Commercial Code;
vi.to construe and interpret the terms of the Plan and Options granted
pursuant to the Plan;
vii.to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub−plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;
viii.to modify or amend each Option (subject to the provisions of Section
14(c) of the Plan), including, without limitation, the discretionary authority
to accelerate the vesting of Options, to allow for Options to continue to
vest after an Optionee’s termination of Continuous Status as a
Appendix A-10
Beneficiary, or to extend the post−termination exercise period of Options
after the termination of the employment agreement or the end of the term
of office longer than is otherwise provided for in the Plan, but in no event
beyond the original Option term;
ix.to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted by
the Administrator;
x.to determine the terms and restrictions applicable to Options; and
xi.to make all other determinations deemed necessary or appropriate for
administering the Plan.
c.Effect of Administrator’s Decision.
The Administrator’s decisions, determinations and interpretations shall be final and
binding on all Optionees and any other concerned parties.
5.Limitations
a.U.S. Beneficiaries.
i.In the case of U.S. Beneficiaries, each Option shall be designated in the
Notice of Grant either as an Incentive Stock Option or as a Non−Statutory
Stock Option. Incentive Stock Options may only be granted to
Beneficiaries who meet the definition of “employees” under Section
3401(c) of the Code of the Company or a Parent or Subsidiary of the
Company.
ii.The aggregate Fair Market Value of the Shares covered by Incentive
Stock Options granted under the Plan or any other stock option program
of the Company (or any Parent or Subsidiary of the Company) that
become exercisable for the first time in any calendar year shall not
exceed U.S. $100,000. To the extent the aggregate Fair Market Value of
such Shares exceeds U.S. $100,000, the Options covering those Shares
the Fair Market Value of which causes the aggregate Fair Market Value of
all such Shares to be in excess of U.S. $100,000 shall be treated as
Non−Statutory Stock Options. Incentive Stock Options shall be taken into
account in the order in which they were granted, and the aggregate Fair
Market Value of the Shares shall be determined as of the Date of the
Grant.
iii.Non-Statutory Stock Options granted to U.S. Beneficiaries may only be
granted to Beneficiaries in respect of whom the Company is an “eligible
issuer of service recipient stock” and the Shares are “service recipient
stock”, each within the meaning of Section 409A of the Code.
b.The Options are governed by articles L. 225−177 and following of the French
Commercial Code. They are not part of the employment agreement or of the office which has
allowed the Optionee to be granted the Option. Neither do they constitute an element of the
Optionee’s remuneration. Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee’s employment or his term of office with the
Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right
or the Company’s or Affiliated Company’s right, as the case may be, to terminate such
employment or such term of office at any time, with or without cause.
Appendix A-11
c.Other than as expressly provided hereunder, no member of the Board or of the
supervisory board (in the event of change of management formula of the Company) or of an
equivalent management body of an Affiliated Company shall be as such eligible to receive
Options under the Plan.
6.Term of Plan
The Plan was first adopted by the Board on April 7, 2016, and approved by the
shareholders of the Company at the Company’s combined shareholders’ general meeting on
June 29, 2016. On April 9, 2025 (the “Board Approval Date”), the Board approved an
amendment and restatement to the Plan, to extend the termination date of the Plan from June
29, 2026 to June 13, 2035 (the “Termination Date”), subject to the approval of the shareholders
of the Company in accordance with Section 18 of the Plan and effective as of such shareholder
approval date. Subject to approval of the shareholders of the Company, the Plan shall continue
in effect until the Termination Date or until all Shares subject to the Plan have been purchased
according to the provisions of the Plan, unless terminated earlier under Section 14 of the Plan.
Notwithstanding the foregoing, Incentive Stock Options may not be granted under the Plan after
the 10th anniversary of the Board Approval Date.
7.Term of Options
The term of each Option shall be stated in the Notice of Grant as nine years and six
months from the Date of Grant, in accordance with the Shareholders Authorization, subject to
the specific provisions applicable in the event of death or Disability during such nine year and
six month period. Notwithstanding the foregoing, in the case of an Incentive Stock Option
granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting rights of all classes of stock of the
Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is
permitted by the French Commercial Code to receive Option grants, the term of the Option shall
be no more than five (5) years from the Date of Grant.
8.Option Exercise Price and Consideration
a.Subscription or Purchase Price.
The per Share subscription or purchase price for the Shares to be issued or sold
pursuant to exercise of an Option shall be determined by the Administrator on the basis of the
Fair Market Value.
i.In the case of an Incentive Stock Option granted to a U.S. Beneficiary
who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting rights of all
classes of stock of the Company or any Parent or Subsidiary of the
Company and, to the extent such Beneficiary is permitted by the French
Commercial Code to receive Option grants, the per Share subscription or
purchase price shall be no less than one hundred ten percent (110%) of
the Fair Market Value per Share on the Date of Grant as defined in
Section 2(n)(ii);
ii.In the case of a Non−Statutory Stock Option or Incentive Stock Option,
not covered by Section 8(a)(i) above, granted to any U.S. Beneficiary, the
per Share subscription or purchase price shall be no less than one
hundred percent (100%) of the Fair Market Value per Share on the Date
of Grant as defined in Section 2(n)(ii).
b.Prohibition on Repricing.
Appendix A-12
Subject to limitations imposed by Section 409A of the Code, Applicable Laws and the
French Commercial Code and except as provided in Sections 11 and 12 of the Plan, in no event
shall the subscription or purchase price with respect to an Option be reduced following the Date
of Grant of an Option, nor shall an Option be cancelled in exchange for a replacement Option
with a lower exercise price or cash payment without shareholder approval.
c.Vesting Period, Minimum Vesting Period and Exercise Dates.
i.At the time an Option is granted, the Administrator shall fix the period
within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. In
so doing, the Administrator may specify that an Option may not be
exercised until the completion of a service period in the Company or an
Affiliated Company. Any Option granted hereunder shall provide for a
vesting period of at least one (1) year following the Date of Grant.
ii.Notwithstanding anything set forth in Section 8(c)(i) to the contrary,
Options representing a maximum of five percent (5%) of the Shares
reserved for issuance under Section 3(a)(i) may be granted hereunder
without any minimum vesting condition. Further, nothing in Section 8(c)(i)
shall limit the Company’s ability to grant Options that contain rights to
accelerated vesting on an Optionee’s termination of Continuous Status as
a Beneficiary or to otherwise accelerate vesting, including, without
limitation, upon a Change in Control.
d.Form of Consideration.
The consideration to be paid for the Shares to be issued or purchased upon exercise of
Options, including the method of payment, shall be determined by the Administrator. Unless
otherwise provided in the Option Agreement, such consideration shall consist entirely of an
amount in Euro or U.S. dollars corresponding to the exercise price which shall be paid by wire
transfer. To the extent permitted by the Administrator, payment of consideration for the Shares
(and/or any applicable tax withholdings) may be made by instructing the Company to withhold a
number of Shares having a Fair Market Value equal to the product of (1) the subscription or
exercise price per Share (plus tax withholdings, if applicable) multiplied by (2) the number of
Shares in respect of which the Option shall have been exercised.
In the event that, as a consequence of the exercise of an Option, the Company or any
Affiliated Company shall be compelled to pay taxes, social costs or any other social security
taxes or contributions on behalf of the Optionee, the Option shall not be deemed duly exercised
until the Optionee has paid to the Company or to the relevant Affiliated Company the amount
corresponding to such taxes, social costs, or social security taxes or contributions.
Where the Company (or any Affiliated Company) is required, as a result of the exercise
of an Option, to pay or account for any amount of U.K. tax or U.K. class 1 primary national
insurance contributions, it shall be a condition of exercise of the relevant Option that the relevant
Beneficiary shall, at the time of exercise, have remitted to the Company in cleared funds an
amount equal to the liability to pay U.K. income tax or U.K. class 1 primary national insurance
contributions or have entered into such other arrangements with the Company or the relevant
Affiliated Company to discharge such liability as the Company may in its absolute discretion
approve.
As a condition of grant of an Option hereunder, each Beneficiary agrees to pay to the
Company or any Affiliated Company an amount equal to the Company or the Affiliated
Company’s liability to pay class 1 secondary national insurance contributions arising on the
exercise of an Option, and the Beneficiary shall be required to pay such amount on the exercise
of the Option (failing which any purported exercise of the Option shall be invalid).
Appendix A-13
9.Exercise of Options
a.Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in
the Option Agreement.
An Option may not be exercised for a fraction of a Share. Unless otherwise provided in
an Option Agreement, the number of Shares in respect of which an Option can be exercised
pursuant to an Option will always be rounded to the nearest whole number, provided however
that the rounding does not result in the issuance of Shares pursuant to the exercise of an Option
in an amount that exceeds the total number of Shares granted under the Option.
Subject to the provisions of Section 8(d) of the Plan, an Option shall be deemed
exercised when the Company receives: (i) written notice of exercise (in accordance with the
provisions of the Option Agreement) together with a share subscription or purchase form
(bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is exercised in accordance
with Section 8(d) of the Plan.
Upon exercise of an Option, the Shares issued or sold to the Optionee shall be
assimilated with all other Shares of the Company of the same class and shall be entitled to
dividends once the Shares are issued for the fiscal year during which the Option is exercised.
For the avoidance of doubt, an Option shall not entitle an Optionee to receive any dividends
paid prior to the date of exercise of such Option and in no event shall dividend equivalents be
payable with respect to Options.
In the event that a Beneficiary infringes one of the above mentioned commitments,
such Beneficiary shall be liable for any consequences resulting from such infringement
for the Company and undertakes to indemnify the Company in respect of all amounts
payable by the Company in connection with such infringement.
Granting of an Option in any manner shall result in a decrease in the number of Shares
which thereafter may be available for purposes of the Plan, by the number of Shares as to which
the Option may be exercised.
b.Optionee’s Continuous Status as a Beneficiary in the event of an Agreed
Leave of More Than Three Months.
Unless otherwise required by Applicable Laws, in the event an Optionee is on an Agreed
Leave for more than three (3) months, such Optionee’s Options shall (a) stop vesting on the first
day of the calendar quarter immediately following the calendar quarter during which the Agreed
Leave began and (b) resume vesting on the first day of the calendar quarter immediately
following the calendar quarter in which the Agreed Leave ends. As a result of any Agreed Leave,
the vesting period for such Optionee’s Options shall be extended in accordance with this
Section 9(b).
c.Termination of the Optionee’s Continuous Status as Beneficiary.
Upon termination of an Optionee’s Continuous Status as a Beneficiary (including by
reason of the Beneficiary's employer ceasing to be an Affiliated Company), other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Options only within such
period of time as is specified in the Notice of Grant and only for the part of the Options that the
Optionee was entitled to exercise at the date of termination (but in no event later than the
expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer
period is specified in the Notice of Grant or otherwise resolved by the Board, an Option shall
Appendix A-14
remain exercisable for ninety (90) days following the Optionee’s termination of Continuous
Status as a Beneficiary. In the case of an Incentive Stock Option, such a period cannot exceed
three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary
(other than in the case of the Optionee’s death or disability as defined in Section 22(e)(3) of the
Code) or the Option will be treated as a Non−Statutory Stock Option. If, at the date of
termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by
the unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee
does not exercise all of his or her Options within the time specified by the Administrator, the
Options shall terminate, and the Shares covered by such Options shall revert to the Plan.
d.Disability of Optionee.
In the event that an Optionee’s Continuous Status as a Beneficiary terminates as a result
of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise
his or her Options at any time within six (6) months from the date of such termination, but only to
the extent these Options are exercisable at the time of termination (but in no event later than the
expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of
termination, the Optionee is not entitled to exercise all of his or her Options, the Shares covered
by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee
does not exercise all of his or her Options within the time specified herein or otherwise resolved
by the Board, the Options shall terminate, and the Shares covered by such Options shall revert
to the Plan.
e.Death of Optionee.
In the event of the death of an Optionee during the term of the Options, unless otherwise
resolved by the Board, the Options may be exercised at any time within six (6) months following
the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance. If, after death, the Optionee’s estate or a person who acquired
the right to exercise the Options by bequest or inheritance does not exercise the Options within
the time specified herein, the Options shall terminate, and the Shares covered by such Options
shall revert to the Plan.
10.Non-Transferability of Options
An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or by laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.
11.Adjustments Upon Changes in Capitalization, Dissolution
a.Changes in Capitalization.
i.In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225−181 of the French Commercial Code
as follows:
1.amortization or reduction of the share capital,
2.amendment of the allocation of profits,
3.distribution of free shares,
4.capitalization of reserves, profits, issuance premiums,
Appendix A-15
5.the issuance of shares or securities giving right to shares to be
subscribed for in cash or by set−off of existing indebtedness
offered exclusively to the shareholders;
the Company shall take the required measures to protect the interest of
the Optionees in the conditions set forth in article L. 228−99 of the French
Commercial Code.
ii.Without prejudice to Section 11(a)(i) or Section 12, in the event of any
change in corporate capitalization, such as a stock split, or a corporate
transaction, such as any merger, consolidation, separation, including a
split-up, or other distribution of stock or property of the Company, any
reorganization or any partial or complete liquidation of the Company, the
Board shall make such adjustment in the number and class of Shares
which may be delivered under Section 3, in the exercise or purchase price
per share under any outstanding Option in order to prevent dilution or
enlargement of Beneficiaries' rights under the Plan, and in the Option
limits set forth in Section 3 as it determines to be appropriate and
equitable, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that the number of Shares subject to any
Option shall always be a whole number; provided, further, that no such
adjustment shall cause any Option hereunder which is or becomes
subject to Section 409A of the Code to fail to comply with the
requirements of such section.
b.Dissolution or Liquidation.
In the event of the proposed dissolution or liquidation of the Company, to the extent that
an Option has not been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a date determined by
the Administrator and give each Optionee the right to exercise his or her Options as to Shares
for which the Options would not otherwise be exercisable.
12.Change in Control
a.Assumption or Substitution of Options.
i.Unless otherwise provided by the Board, an agreement between the
Company or an Affiliated Company and the Optionee or in the Notice of
Grant, in the event of a Change in Control, each outstanding Option will
be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation or Parent or Subsidiary of the
successor corporation does not agree to assume or substitute for the
outstanding Options, each Option that is not assumed or substituted for,
will accelerate and become fully vested and exercisable prior to the
consummation of the Change in Control at such time and on such
conditions as the Administrator shall determine. In addition, if an Option
becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a Change in Control, the Administrator will notify the
relevant Optionee in writing or electronically that his or her Option will be
fully vested and exercisable for a period of time, which shall not be less
than 10 days, determined by the Administrator in its sole discretion, and
the Option will terminate upon the expiration of such period.
ii.For the purposes of this subsection, an Option will be considered
assumed if, (A) following the Change in Control, the Option confers the
Appendix A-16
right to purchase or receive, for each Share subject to the Option
immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) or the Fair Market Value of the
consideration received in the Change in Control by holders of Shares for
each such Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change in Control is
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide
that the consideration to be received upon the exercise of an Option for
each Share subject to such Option to be solely common stock of the
successor corporation or its Parent equal in Fair Market Value to the per
share consideration received by holders of common stock of the
Company in the Change in Control; (B) any securities of the successor
corporation or its Parent forming part of the substitute Option following the
Change in Control are freely tradeable on a major stock exchange; and
(C) the Option otherwise remains subject to the same terms and
conditions that were applicable to the Option immediately prior to the
Change in Control.
b.Cashout of Options.
Notwithstanding any provision of the Plan to the contrary, in the event that each
outstanding Option is not assumed or substituted in connection with a Change in Control, the
Administrator may, in its discretion, provide that each Option shall, immediately upon the
occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities
in an amount equal to (x) the excess (if any) of the consideration paid per Share in the Change
in Control over the exercise or purchase price per Share subject to the Option multiplied by (y)
the number of Shares granted under the Option. Without limiting the generality of the foregoing,
in the event that the exercise or purchase price per Share subject to the Option is greater than
or equal to the consideration paid per Share in the Change in Control, then the Administrator
may, in its discretion, cancel such Option without any consideration upon the occurrence of a
Change in Control.
c.Plan Binding on Successors.
The obligations of the Company under this Plan shall be binding upon any successor
corporation resulting from a Change in Control.
13.Grant
(1)The Date of Grant of an Option shall be, for all purposes, the date on which the
Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee
within a reasonable time after the Date of Grant.
(2)In the event of any tax liability arising on account of the grant of the Options or as
a result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such
taxes shall be that of the Optionee alone.
The Optionee shall enter into such agreements of indemnity and execute any and all
documents as the Company may specify for this purpose, if so required at the time of the Grant
and at any other time at the discretion of the Company, on such terms and conditions as the
Company may think fit, for recovery of the tax due, from the Optionee.
14.Amendment, Modification and Termination of the Plan
a.Amendment and Termination.
Appendix A-17
Subject to Sections 14(b) and 14(c), the Administrator may at any time and from time to
time, alter, amend, suspend or terminate the Plan in whole or in part.
b.Shareholders’ approval.
The Company shall obtain shareholders’ approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws (including the requirements of any
exchange or quotation system on which Shares may then be listed or quoted). Such
shareholder approval, if required, shall be obtained in such a manner and to such a degree as is
required by the Applicable Law.
c.Effect of amendment or termination.
No amendment, alteration, suspension or termination of the Plan shall impair the rights
of any Optionee, unless (i) mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and the
Company or (ii) necessary or appropriate to comply with or facilitate compliance with Applicable
Laws or other rules, regulations or requirements, as determined by the Administrator.
15.Compliance with Company Policies
a.Clawback Policy.
Options granted under the Plan, including any gain received upon exercise, shall be
subject to any applicable clawback policy of the Company, as adopted by the Company from
time to time, as well as to any clawback required by any Applicable Laws.
b.Share Ownership Guidelines.
Any Shares acquired upon exercise of an Option may need to be retained by the
Optionee in order to comply with the Company’s Share Ownership Guidelines, to the extent
applicable to the Optionee.
16.COMPLIANCE WITH LAWS AND CONDITIONS UPON ISSUANCE OF SHARES
a.Legal Compliance.
Shares shall not be sold or issued pursuant to the exercise of an Option unless the
exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with
all relevant provisions of law including, without limitation, the French Commercial Code, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, Applicable Laws, the requirements of any stock exchange or quotation system upon
which the Shares may then be listed or quoted, the laws of any applicable jurisdiction in which
Options are granted and any other French, U.S. or other laws applicable to the Options.
b.Investment Representations.
As a condition to the exercise of an Option by a U.S. Beneficiary, the Company may
require the person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being subscribed or purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.
17.Liability of Company
(1)Without limiting the provisions of Section 16 above, the inability of the Company
to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any
Appendix A-18
applicable law, which authority or compliance is deemed by any counsel to the Company to be
necessary for the lawful issuance or sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained or as to which such legal compliance has not been
possible or practicable, and shall constitute circumstances in which the Board may determine to
amend or cancel the Option, with or without consideration to the affected Beneficiary.
(2)The Company and its Affiliated Companies may not be held responsible in any
way if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies
was not able to exercise the Options or acquire the Shares.
18.Shareholder Approval
The Plan shall be subject to approval by the shareholders of the Company within twelve
(12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be
obtained in the manner and to the degree required under the French Commercial Code and
Applicable Laws.
19.Law, Jurisdiction
This Plan shall be governed by and construed in accordance with the laws of France.
The relevant courts in the location of the registered office of the Company shall be
exclusively competent to determine any claim or dispute arising in connection herewith.
The grant of Options under this Plan shall entitle the Company to require the Optionee to
comply with such requirements of law as may be necessary in the opinion of the Company from
time to time.
Appendix A-19
Exhibit A
CRITEO AMENDED 2016 STOCK OPTION PLAN
SUB-PLAN FOR ISRAELI BENEFICIARIES |
1.GENERAL
1.1This sub-plan (the “Sub-Plan”) shall apply only to Beneficiaries who are tax residents of the
State of Israel on the date of the grant of the Option, as defined below in Section 2, and are
engaged by an Israeli resident Affiliate (collectively, “Israeli Beneficiaries”). The provisions
specified hereunder shall form an integral part of the Criteo Amended 2016 Stock Option Plan
(hereinafter the “Plan”).
1.2This Sub-Plan is adopted pursuant to the authority of the Committee under Section 4(b)(vii) of
the Plan. This Sub-Plan is to be read as a continuation of the Plan and applies to Options
granted to Israeli Beneficiaries only to the extent necessary to comply with the requirements set
by Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New
Version] 1961, as may be amended or replaced from time to time. This Sub-Plan does not add to
or modify the Plan in respect of any other category of Beneficiaries.
1.3The Plan and this Sub-Plan are complimentary to each other and shall be deemed as one. In the
event of any conflict, whether explicit or implied, between the provisions of this Sub-Plan and the
Plan, the provisions set out in the Sub-Plan shall prevail to the extent necessary to comply with
the requirements set by the Israeli law in general, and in particular, with the provisions of the
Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to
time.
1.4Any capitalized term not specifically defined in this Sub-Plan shall be construed according to the
interpretation given to it in the Plan.
2.DEFINITIONS
2.1“102 Option” means any Option intended to qualify (as determined by the Committee and/or the
Israeli Option Agreement) and which qualifies as an Option under Section 102, issued to an
Approved Israeli Beneficiary.
2.2“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy,
interpretation, judgment, order or decree of any federal, provincial, state or local governmental,
regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of
any stock exchange, over-the-counter market or trading system on which the Shares are then
traded or listed.
2.3“Approved Israeli Beneficiary” means an Israeli Beneficiary who is an employee, director or an
officer of an Employer, excluding any Controlling Share Holder of the Company.
2.4“Option” means any Option granted under the Plan settled in Shares and which will not be
capable of being settled in cash.
2.5“Capital Gain Option” means a Trustee 102 Option elected and designated by the Company to
qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2)
and 102(b)(3) of the Ordinance.
2.6“Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the
Ordinance.
2.7 “Employer” means, for purpose of a Trustee 102 Option, an Israeli resident Affiliate of the
Company which is an “employing company” within the meaning and subject to the conditions of
Section 102(a) of the Ordinance.
Appendix A-20
2.8“ITA” means the Israeli Tax Authority.
2.9“Israeli Option Agreement” means the Option agreement between the Company and an Israeli
Beneficiary that sets out the terms and conditions of an Option.
2.10“Non-Trustee 102 Option” means a 102 Option granted pursuant to Section 102(c) of the
Ordinance and not held in trust by a Trustee.
2.11“Ordinary Income Option” means a Trustee 102 Option elected and designated by the
Company to qualify under the ordinary income tax treatment in accordance with the provisions of
Section 102(b)(1) of the Ordinance.
2.12“Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or
as hereafter amended.
2.13 “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees)
5763-2003.
2.14 “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or
procedures promulgated thereunder as now in effect or as hereafter amended.
2.15“Tax” means any applicable tax and other compulsory payments, such as any social security and
health tax contributions under any Applicable Law.
2.16 “Trust Agreement” means the agreement to be signed between the Company, an Employer and
the Trustee for the purposes of Section 102.
2.17 “Trustee” means any person or entity appointed by the Company to serve as a trustee and
approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as
may be replaced from time to time.
2.18“Trustee 102 Option” means a 102 Option granted to an Approved Israeli Beneficiary pursuant
to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved
Israeli Beneficiary.
2.19“Unapproved Israeli Beneficiary” means an Israeli Beneficiary who is not an Approved Israeli
Beneficiary, including a Consultant or a Controlling Share Holder of the Company.
3.ISSUANCE OF OPTIONS
3.1The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Approved
Israeli Beneficiaries and Unapproved Israeli Beneficiaries, provided, however, that only Approved
Israeli Beneficiaries may be granted 102 Options.
3.2The Committee may designate Options granted to Approved Israeli Beneficiaries pursuant to
Section 102 as Trustee 102 Options or Non-Trustee 102 Options.
3.3The grant of Trustee 102 Options shall be subject to this Sub-Plan and shall not become effective
prior to the lapse of 30 days from the date the Plan has been submitted for approval by the ITA
and shall be conditioned upon the approval of the Plan and this Sub-Plan by the ITA.
3.4Trustee 102 Options may either be classified as Capital Gain Options or Ordinary Income
Options.
Appendix A-21
3.5No Trustee 102 Option may be granted under this Sub-Plan to any Approved Israeli Beneficiary,
unless and until the Company has filed with the ITA its election regarding the type of Trustee 102
Options, whether Capital Gain Options or Ordinary Income Options, that will be granted under
the Plan and this Sub-Plan (the “Election”). Such Election shall become effective beginning the
first date of grant of a Trustee 102 Option under this Sub-Plan and shall remain in effect at least
until the end of the year following the year during which the Company first granted Trustee 102
Options. The Election shall obligate the Company to grant only the type of Trustee 102 Option it
has elected, and shall apply to all Israeli Beneficiaries who are granted Trustee 102 Options
during the period indicated herein, all in accordance with the provisions of Section 102(g) of the
Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting
Non-Trustee 102 Options simultaneously.
3.6All Trustee 102 Options must be held in trust by, or subject to the approval of the ITA, under the
control or supervision of a Trustee, as described in Section 5 below.
3.7The designation of Non-Trustee 102 Options and Trustee 102 Options shall be subject to the
terms and conditions set forth in Section 102.
3.8Options granted to Unapproved Israeli Beneficiaries shall be subject to tax according to the
provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein.
4. 102 OPTION GRANT DATE
Each 102 Option will be deemed granted on the date determined by the Committee, subject to the
provisions of the Plan, provided that and subject to (i) the Israeli Beneficiary has signed all
documents required by the Company or Applicable Law, and (ii) with respect to any Trustee 102
Option, the Company has provided all applicable documents to the Trustee in accordance with
the guidelines published by the ITA such that if the guidelines are not met the Option will be
considered as granted on the date determined by the Committee as a Non-Trustee Option.
5. TRUSTEE
5.1Trustee 102 Options which shall be granted under this Sub-Plan and/or any Shares allocated or
issued upon the grant, exercise of a Trustee 102 Option and/or other Shares received following
any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled
by the Trustee, for the benefit of the Approved Israeli Beneficiaries, in accordance with the
provisions of Section 102. In the event the requirements for Trustee 102 Options are not met, the
Trustee 102 Options may be regarded as Non-Trustee 102 Options or as Options which are not
subject to Section 102, all in accordance with the provisions of Section 102.
5.2With respect to any Trustee 102 Option, subject to the provisions of Section 102, an Approved
Israeli Beneficiary shall not sell or release from trust any Shares received upon the grant or
exercise of a Trustee 102 Option and/or any Shares received following any realization of rights,
including, without limitation, stock dividends, under the Plan at least until the lapse of the period
of time required under Section 102 or any shorter period of time determined by the ITA (the
“Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the
Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such
Approved Israeli Beneficiary.
5.3Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares
allocated or issued upon the grant or exercise of a Trustee 102 Option unless the Company, its
Israeli Affiliate and the Trustee are satisfied that the full amounts of any Tax due have been paid
or will be paid.
5.4Upon receipt of any Trustee 102 Option, the Approved Israeli Beneficiary will consent to the grant
of such Option under Section 102 and undertake to comply with the terms of Section 102 and the trust
arrangement between the Company and the Trustee.
Appendix A-22
6. THE OPTIONS
The terms and conditions upon which Options shall be granted, issued and exercised or vested
under this Sub-Plan, shall be specified in an Israeli Option Agreement to be executed pursuant to
the Plan and to this Sub-Plan. Each Israeli Option Agreement shall provide, inter alia, the
number of Shares to which the Option relates, the type of Option granted thereunder (i.e., a
Capital Gain Options or Ordinary Income Options or Non-Trustee 102 Option or any Option
granted to Unapproved Israeli Beneficiary), and any applicable vesting provisions and exercise
price that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for
uniformity of treatment of Israeli Beneficiaries and that the terms and conditions of Options
granted to Israeli Beneficiaries need not be the same with respect to each Israeli Beneficiary
(whether or not such Israeli Beneficiaries are similarly situated). The grant, vesting and exercise
of Options granted to Israeli Beneficiaries shall be subject to the terms and conditions and, with
respect to exercise, the method, as may be determined by the Committee (including the
provisions of the Plan) and, when applicable, by the Trustee, in accordance with the
requirements of Section 102.
7.ASSIGNABILITY, DESIGNATION AND SALE OF OPTIONS
7.1.Notwithstanding any provision of the Plan, no Option subject to this Sub-Plan or any right with
respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral,
and no right with respect to any such Option shall be given to any third party whatsoever, and
during the lifetime of the Israeli Beneficiary, each and all of such Israeli Beneficiary’s rights with
respect to an Option shall belong only to the Israeli Beneficiary. Any such action made, directly or
indirectly, for an immediate or future validation, shall be void.
7.2As long as Options and/or Shares issued or purchased hereunder are held by the Trustee on
behalf of the Israeli Beneficiary, all rights of the Israeli Beneficiary over the Option and Shares
cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and
distribution.
8.INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL
8.1.With regard to Trustee 102 Options, the provisions of the Plan, the Sub-Plan and/or the Israeli
Option Agreement shall be subject to the provisions of Section 102 and any approval issued by
the ITA and the said provisions shall be deemed an integral part of the Plan, the Sub-Plan and
the Israeli Option Agreement.
8.2.Any provision of Section 102 and/or said approval issued by the ITA, which must be complied
with in order to receive and/or to maintain any tax treatment with respect to an Option pursuant
to Section 102, which is not expressly specified in the Plan, the Sub-Plan or the Israeli Option
Agreement, shall be considered binding upon the Company, any Israeli Affiliate and the Israeli
Beneficiaries. Furthermore, if any provision of the Plan or Sub-Plan disqualifies Options that are
intended to qualify as 102 Options from the beneficial tax treatment pursuant to Section 102,
such provision shall not apply to the 102 Options.
9.TAX CONSEQUENCES
9.1Any tax consequences arising from the grant, purchase, exercise or sale of any Option issued
hereunder, from the payment for or sale of Shares covered thereby or from any other event or
act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Beneficiary), hereunder,
shall be borne solely by the Israeli Beneficiary. The Company and/or its Affiliates, and/or the
Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and
regulations, including withholding taxes at source. Furthermore, the Israeli Beneficiary agrees to
indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against
and from any and all liability for any such Tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from
any payment made to the Israeli Beneficiary.
9.2The Company and/or, when applicable, the Trustee shall not be required to release any Option or
Shares to an Israeli Beneficiary until all required Tax payments have been fully made.
Appendix A-23
9.3Options that do not comply with the requirements of Section 102 shall be subject to tax under
Section 3(i) or 2 of the Ordinance.
9.4With respect to Non-Trustee 102 Options, if the Israeli Beneficiary ceases to be employed by the
Company or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the
Israeli Beneficiary shall extend to the Company and/or its Affiliates a security or guarantee for the
payment of Tax due at the time of the sale of Shares, in accordance with the provisions of
Section 102.
10.TERM OF PLAN AND SUB-PLAN
Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all
approvals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to
comply with any Applicable Law, applicable to Options granted to Israeli Beneficiaries under this Sub-Plan
or with the Company's incorporation documents.
11.GOVERNING LAW
Solely for the purpose of determining the Israeli tax treatment of Options granted pursuant to this Sub-
Plan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the
State of Israel, without reference to conflicts of law principles.
* * * * *
Appendix A-24
Exhibit B
CRITEO
STOCK OPTION GRANT AGREEMENT
Part I
NOTICE OF STOCK OPTION GRANT
[Optionee’s Name and Address]
You have been granted an Option to subscribe ordinary Shares of the Company, subject
to the terms and conditions of the Criteo Amended 2016 Stock Option Plan (the “Plan”) and this
Option Agreement. The Option is governed by articles L. 225−177 and following of the French
Commercial Code. The Option is not part of the employment agreement or of the office which
has allowed the Optionee to be granted the Option. Neither does it constitute an element of the
Optionee’s remuneration. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Stock Option Grant Agreement.
Date of Grant: | ________________________________ |
Vesting Commencement Date: | ________________________________ |
Exercise Price per Share: | [EUR] ___________________________ |
Total Number of Shares Granted: | ________________________________ |
[Type of Options: | [Incentive Stock Option] [Nonstatutory Stock Option] ] |
Term/Expiration Date | ________________________________ |
Where the exercise of an Option, as described under Section 9(a) of the Plan, would
lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any
nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when
the full payment for the Shares with respect to which the Option is exercised is executed by the
Optionee and the Optionee provides the Company with either the receipt stating the payment by
the Optionee of any such fee, tax or charge, as above described that would otherwise be paid
by the Company upon exercise of the Option, in place of the Optionee or, the full payment,
under the same conditions, of any amount due upon the exercise of the Option to be borne by
the Company.
In the event that you infringe the above mentioned commitment, you shall be
liable for any consequences resulting from such infringement for the Company and
undertake to indemnify the Company in respect of all amounts payable by the Company
in connection with such infringement.
Validity of the Options:
The Option will be valid as from the Date of Grant.
Vesting Schedule:
Unless otherwise determined or amended by the Board, the Option may be exercised by
the Optionee on the basis of the following initial vesting schedule subject to the condition
precedent that the Optionee shall have previously returned to the Company the documents
referred to under section 1.3 of Part II of the Stock Option Grant Agreement duly initialed and
signed:
•1/4th (25%) of the Option as from the first anniversary of the Vesting Commencement
Date,
Appendix A-25
•then, 1/16th (6.25%) of the Option at the expiration of each quarter (i.e., successive 3-
month period) following the first anniversary of the Vesting Commencement Date during
thirty-six (36) months thereafter, and
•at the latest within nine years and six month as from the Date of Grant or in case of
death or Disability of the Optionee during such nine years and six months period, six (6)
months as from the death or Disability of the Optionee.
The number of Shares in respect of which the Option can be exercised pursuant to the
above vesting schedule will always be rounded to the nearest whole number, provided however
that the rounding does not result in the issuance of Shares pursuant to the exercise of an Option
in an amount that exceeds the total number of Shares granted under the Option.
If the Optionee fails to exercise the Option in whole or in part within the said period of
nine years and six months (as may be extended to six (6) months from the death or Disability of
the Optionee), the Option will lapse automatically.
Termination Period:
Unless otherwise decided by the Board, in case of termination of the Optionee’s
Continuous Status as a Beneficiary, the portion of the Option exercisable at the time of
termination may be exercised for ninety (90) days after such termination, it being specified that
the other portion of the Option shall automatically expire at the time of termination.
Upon the death or Disability of the Optionee, the Option may be exercised during a
period of six (6) months as provided in the Plan.
Save as may be provided in the Plan, in no event shall the Option be exercised later
than the Term/Expiration Date as provided above. Should the Option expire or become
unexercisable for any reason without having been exercised in full, the unsubscribed Shares
which were subject thereto shall, unless the Plan shall have been terminated, become available
for future grant under the Plan.
By his or her signature and the signature of the Company’s representative below, the
Optionee and the Company agree that the Option is granted under and governed by the terms
and conditions of the Plan and this Stock Option Grant Agreement. The Optionee has reviewed
the Plan and this Stock Option Grant Agreement in their entirety, has had the opportunity to
obtain the advice of counsel prior to executing this Stock Option Grant Agreement and fully
understands all provisions of the Plan and Stock Option Grant Agreement. The Optionee
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Stock Option Grant Agreement. The
Optionee further agrees to notify the Company upon any change in the residence address
indicated below.
Appendix A-26
CRITEO
STOCK OPTION GRANT AGREEMENT
Part II
TERMS AND CONDITIONS
1.Grant of Options.
1.aThe Administrator of the Company hereby grants to the Optionee named in the
Notice of Grant attached as Part I of this Stock Option Grant Agreement (the “Optionee”), an
option (the “Option”) to subscribe for the number of ordinary Shares, as set forth in the Notice of
Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”),
subject to the terms and conditions of the Plan, which is incorporated herein by reference.
In the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Stock Option Grant Agreement, the terms and conditions of the Plan shall
prevail.
[If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended
to qualify as an Incentive Stock Option under Section 422 of the Code although the Company
makes no representation as to the tax status of the Option. However, if this Option is intended
to be an Incentive Stock Option, to the extent that it exceeds the U.S.$100,000 rule of Section
422(d) of the Code, the excess shall be treated as a Non−Statutory Stock Option.]
1.bAn Option will be valid as from the Date of Grant.
1.cIn the event of any tax liability arising on account of the grant of the Options or as
a result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such
taxes shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of
indemnity and execute any and all documents as the Company may specify for this purpose, if
so required at the time of the Grant and at any other time at the discretion of the Company, on
such terms and conditions as the Company may think fit, for recovery of the tax due, from the
Beneficiary.
2.Exercise of Options.
1.Right to Exercise. An Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Stock Option Grant Agreement, subject to the condition
precedent that the Optionee shall have previously returned to the Company, by electronic
delivery under the conditions set forth in Section 10 below:
•Part I and Part II of the Stock Option Grant Agreement (Exhibit A), duly
initialed (all pages but for the signature page) and signed (signature
page).
In the event of Optionee’s death, Disability or other termination of Optionee’s Continuous
Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions
of the Plan and this Stock Option Grant Agreement.
2.Method of Exercise. An Option is exercisable by delivery of an exercise
notice, in the form available via the dedicated online platform (the “Exercise Notice”) stating the
election to exercise the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to the Company or
its designated representative or by facsimile message to be immediately confirmed by certified
Appendix A-27
mail to the Company or in such other manner as the Company may permit. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares.
An Option shall be deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price.
No Share shall be issued pursuant to the exercise of an Option unless such issuance
and exercise complies with all relevant provisions of law as set out under Section 16(a) of the
Plan.
Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with
all other Shares of the Company, and as from the date of exercise of the Option, the Optionee
shall be entitled to dividends for the fiscal year during which the Option is exercised to the same
extent as any other shareholder of the Company.
3.Method of Payment. Payment of the aggregate Exercise Price shall be made
via the Company’s dedicated online platform.
Where the exercise of an Option would lead the Company or any Affiliated Company to
be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in
place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment
for the Shares with respect to which the Option is exercised is executed by the Optionee and (b)
the Optionee provides the Company with either (i) the receipt stating the payment by the
Optionee of any such fee, tax or charge, as above described that would otherwise be paid by
the Company upon exercise of the Option or, (ii) the full payment, under the same conditions, of
any amount due upon the exercise of the Option to be borne by the Company.
The Company and its Affiliated Companies may not be held responsible in any
way if the Beneficiary for any reason not attributable to the Company or its Affiliated
Companies was not able to exercise the Option or purchase the Shares. The payment for
the purchase of the Shares is the sole responsibility of the Optionee according to these
Terms and Conditions.
4.Non-Transferability of Option. An Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Stock
Option Grant Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5.Term of Options. Except as provided in the Plan, an Option may be exercised
only within the term set out in the Notice of Grant, and may be exercised during such term only
in accordance with the Plan and the terms of this Stock Option Grant Agreement.
6.Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Stock Option Grant Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a
writing signed by the Company and Optionee. This agreement is governed by the laws of the
Republic of France.
Any claim or dispute arising under the Plan or this Agreement shall be subject to the
exclusive jurisdiction of the court of competent jurisdiction in the place of the registered office of
the Company.
7.Tax Obligations. Regardless of any action the Company or Optionee’s
employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll
tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the
ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s
Appendix A-28
responsibility and that the Company and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of
the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of
shares of common stock acquired pursuant to such exercise and the receipt of any dividends;
and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce
or eliminate Optionee’s liability for Tax−Related Items.
Prior to exercise of the Option, Optionee will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the
Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or
the Employer to withhold all applicable Tax−Related Items legally payable by Optionee from
Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds
of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company
may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding
obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any
amount of Tax-Related Items that the Company or the Employer may be required to withhold as
a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be
satisfied by the means previously described. The Company may refuse to honor the exercise
and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to
comply with Optionee’s obligations in connection with the Tax−Related Items as described in
this section.
8.Nature of Grant. In accepting the grant, Optionee acknowledges that:
1.the Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan and this Stock Option Grant Agreement;
2.the grant of the Option is voluntary and occasional and does not create
any contractual or other right to receive future grants of options, or benefits in lieu of options,
even if options have been granted repeatedly in the past;
3.all decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;
4.Optionee’s participation in the Plan shall not create a right to further
employment with the Company, any Affiliated Company or the Employer and shall not interfere
with the ability of the Company, any Affiliated Company or the Employer to terminate Optionee’s
employment relationship at any time with or without cause;
5.Optionee is voluntarily participating in the Plan;
6.the Option is an extraordinary item that does not constitute compensation
of any kind for services of any kind rendered to the Company, an Affiliated Company or the
Employer, and which is outside the scope of Optionee’s employment contract, if any;
7.the Option is not part of normal or expected compensation or salary for
any purpose, including, but not limited to, calculating any severance, resignation, termination,
redundancy, end of service payments, bonuses, long service awards, pension or retirement
benefits or similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company, an Affiliated Company or the Employer;
8.the Option grant will not be interpreted to form an employment contract
with the Company, the Employer or any Subsidiary or affiliate of the Company;
9.the future value of the underlying Shares is unknown and cannot be
predicted with certainty;
Appendix A-29
10.if the underlying Shares do not increase in value, the Option will have no
value;
11.if Optionee exercises Optionee’s Option and obtains Shares, the value of
those Shares acquired upon exercise may increase or decrease in value, even below the
exercise price;
12.in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution in value of the
Option or Shares purchased through exercise of the Option resulting from termination of
Optionee’s employment the Company or the Employer (for any reason whatsoever) and
Optionee irrevocably releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by signing this Agreement, Optionee shall be deemed
irrevocably to have waived Optionee’s entitlement to pursue such claim; and
13.in the event of termination of Optionee’s employment, Optionee’s right to
receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the
date that Optionee receives notice of termination regardless of when such termination is
effective; furthermore, in the event of termination of employment, Optionee’s right to exercise
the Option after termination of employment, if any, will be measured by the date on which the
Optionee receives notice of termination; the Company shall have the exclusive discretion to
determine when Optionee is no longer actively employed for purposes of Optionee’s Option
grant. In addition, any period of notice or compensation in lieu of such notice, that is given or
ought to have been given under any contract, statute, common law or civil law shall be
excluded.
9.[To be included for the employees of the Israeli subsidiary: Israeli Participants:
The Options are intended to be subject to tax pursuant to the trustee capital gains route of
Section 102 of the Ordinance, subject to compliance with the requirements under Section 102
and any rules or regulations thereunder, including the execution of this Notice of Stock Option
Grant and the required declarations. However, in the event the Options do not meet the
requirements of Section 102, such Options and the underlying Ordinary Shares shall not qualify
for the favorable tax treatment under the Capital Gains Route. The Company makes no
representations or guarantees that the Options will qualify for favorable tax treatment and will
not be liable or responsible if favorable tax treatment is not available under Section 102. The
Options and the Ordinary Shares issued upon exercise and/or any additional rights, as detailed
above, including without limitation any right to receive any dividends or any shares received as a
result of an adjustment made under the Plan, that may be granted in connection with the
Options (the “Additional Rights”) shall be issued to or controlled by the Trustee for your benefit
under the provisions of the Capital Gains Route for at least the period stated in Section 102 or
any other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the
requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from
the Trustee the Ordinary Shares or Additional Rights until the end of the Holding Period.
Notwithstanding the above, if any such sale or transfer occurs before the end of the Holding
Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company
and/or member of the Group and/or the Trustee shall withhold taxes according to the
requirements under the applicable laws, the rules, and regulations, including withholding taxes
at source. Furthermore, you hereby agree to indemnify the Company and/or any member of the
Group and/or the Trustee and hold them harmless against and from any and all liability for any
such tax or interest or penalty thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any payment made to you. The
Company and/or any member of the Group and/or the Trustee, to the extent permitted by law,
shall have the right to deduct from any payment otherwise due to you, or from proceeds of the
sale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with
respect to such Ordinary Shares. You will pay to the Company, any member of the Group or the
Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee
may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the
Appendix A-30
means previously described. The Company may refuse to deliver any Ordinary Shares if you fail
to comply with your obligations in connection with the taxes as described in this section. Any
fees associated with any exercise, sale, transfer or any act in relation to the Options and the
Ordinary Shares issued upon exercise, shall be borne by you. The Trustee and/or the Company
and/or any member of the Group shall be entitled to withhold or deduct such fees from
payments otherwise due to/from the Company or any member of the Group or the Trustee.
[Security Law Exemption. If required, the Company will obtain an exemption from the
requirement to file a prospectus with respect to the Options. If obtained copies of the Plan and
Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange
Commission will be available free of charge upon request from your local human resources
department.]
In addition to the acknowledgments noted above and in the Plan, you hereby understand,
acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the
Ordinance and the regulations and rules promulgated thereunder, including without limitations
the provisions of the tax route applicable to your Options and agree to comply with such
provisions, as amended from time to time, provided that if such terms are not met, the specific
tax route may not apply; (ii) you accept the provisions of the trust agreement signed between
the Company and the Trustee, and agree to be bound by its terms; (iii) you acknowledge that
selling the Ordinary Shares or releasing the Ordinary Shares from the control of the Trustee
prior to the termination of the Holding Period constitutes a violation of the terms of Section 102
and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan
administrator and the Trustee with any information required for the purpose of administering the
Plan including executing their obligations according to Section 102 of the Ordinance, the trust
deed and the trust agreement, including without limitation information about your Options,
Ordinary Shares, income tax rates, salary bank account, contact details and identification
number and acknowledge that the information might be shared with an administrator who is
located outside of Israel, where the level of protection of personal data is different than in Israel.]
10.Data Privacy. As part of the 2016 Stock option Plan, the Company processes
some personal data of the Beneficiary. For this processing, the Company acts as the controller
of this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and,
where applicable, those of Act No. 78-17 known as "Information technology & Civil Liberties", as
amended, together the "Personal Data Regulation". Undefined terms used in this clause have
the meaning given to them pursuant to the Personal Data Regulation.
The Company processes the Beneficiary's personal data on the legal basis of the conclusion
and performance of the Stock Option Grant Agreement. The purpose of the contract is to
implement, administer and manage the Beneficiary's participation in the Plan. Processed
personal data are those strictly necessary for the aforementioned purposes. Especially, this
includes the following information: the Beneficiary's name, home address and telephone
number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any shares or directorships held in the Company, details of all awards or any other
entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in
Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could
compromise the conclusion and performance of the Stock Option Grant Agreement.
The Company may disclose the Data to the Employer, subsidiaries and Affiliated Companies,
sub-contractors, banking and financial organizations, on a need-to-know basis. These entities
may be located outside the European Union and in countries that have not been subject of an
adequacy decision. If the recipients are located in other countries that do not provide an
adequate level of protection for personal data, the Company will take all necessary measures
and guarantees to ensure such a level and to supervise such transfers of Data in accordance
with the Personal Data Regulation, in particular by implementing standard contractual clauses of
the European Commission. The Beneficiary may request a copy of these guarantees by writing
to the Data Protection Officer at the following address: dpo@criteo.com.
Appendix A-31
In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the
right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights,
the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary
also has the right to file a complaint with the competent supervisory authority and to
communicate to the Company instructions for the storage, deletion and communication of its
Data after its death.
In the context of this processing, the Data will not be kept for longer than necessary for the
purposes referred to in this clause. In any event, the Company will comply with the retention
periods imposed by law.
11.Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the Option and participation in the Plan or future options that may be
granted under the Plan by electronic means or to request Optionee’s acceptance to participate
in the Plan by electronic means. Optionee hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan through an on−line or
electronic system established and maintained by the Company or another third party designated
by the Company.
12.Severability. The provisions of this Stock Option Grant Agreement are
severable and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.
Thank you for accepting the grant by clicking on the acceptance button directly in your
Equate platform no later than 6 months from the date of notification by the Company of the
availability on line of the Grant documentation; the documents being deemed to be received on
the date of the electronic delivery.
Yours sincerely,
CRITEO
Appendix B-1
APPENDIX B
Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any
discrepancy between this version and the French version, the French version will prevail.
CRITEO AMENDED AND RESTATED 2015 TIME-BASED RESTRICTED STOCK UNITS PLAN | ||||
Appendix B-2
Please note that because we are a French company, the full text of the plan has been translated from French. In the case of
any discrepancy between this version and the French version, the French version will prevail.
AMENDED AND RESTATED 2015 TIME-BASED RESTRICTED STOCK
UNITS PLAN
Adopted by the Board of Directors on April 23, 2020
Approved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and June
28, 2017
Amended from time to time. Last amendment by the Board: April 28, 2026
Appendix B-3
TABLE OF CONTENTS
1.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN .................................... | 2 |
2.DEFINITIONS ......................................................................................................................................................... | 2 |
3.PURPOSE ............................................................................................................................................................... | 5 |
4.BENEFICIARIES: ELIGIBLE EMPLOYEES ...................................................................................................... | 5 |
5.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS .............................................................. | 5 |
6.VESTING PERIOD ................................................................................................................................................ | 5 |
7.HOLDING PERIOD ................................................................................................................................................ | 10 |
8.CHARACTERISTICS OF THE ORDINARY SHARES ..................................................................................... | 11 |
9.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS ............................................................ | 11 |
10.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS ........................................................................... | 11 |
11.INTERMEDIARY OPERATIONS ......................................................................................................................... | 12 |
12.ADJUSTMENT ........................................................................................................................................................ | 12 |
13.AMENDMENT TO THE TIME-BASED PLAN .................................................................................................... | 13 |
14.TAX AND SOCIAL RULES .................................................................................................................................... | 13 |
15.MISCELLANEOUS ................................................................................................................................................ | 13 |
16.DATA PRIVACY ...................................................................................................................................................... | 15 |
17.ELECTRONIC DELIVERY .................................................................................................................................... | 16 |
18.SEVERABILITY ...................................................................................................................................................... | 16 |
APPENDIX ........................................................................................................................................................................... | 17 |
Appendix B-4
1.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN
On July 30, 2015, the Board of Directors adopted the Original 2015 Time-Based Restricted Stock Units Plan, stating
the conditions and criteria for the Grant of Restricted Stock Units of Criteo, a French société anonyme whose
registered office is located at 32, rue Blanche, 75009 Paris, France, and whose identification number is 484 786 249
R.C.S. Paris (hereafter referred to as the "Company”), to the benefit of employees, certain categories of such
employees, and/or corporate officers who meet the conditions set forth by Article L. 225-197-1 II of the French
Commercial Code of the Company or any company or economic interest group (groupement d'intérêt économique) in
which the Company holds, directly or indirectly, 10% or more of the share capital and voting rights at the date of
Grant of said shares and the combined (ordinary and extraordinary) shareholders’ meeting of the Company approved
the Time-Based Restricted Stock Units Plan on October 23, 2015.
The Original 2015 Time-Based Restricted Stock Units Plan was subsequently approved by the combined (ordinary and
extraordinary) shareholders’ meeting of the Company which also granted authority to the Board of Directors to grant
Restricted Stock Units under the Original 2015 Time-Based Restricted Stock Units Plan. On February 25, 2016 the
Board of Directors adopted this amended and restated version of the Original 2015 Time-Based Restricted Stock
Units Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in
particular by the Board of Directors on April 7, 2016, on June 28, 2016, on July 28, 2016, on June 27, 2017, on April 4,
2018, 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,
the "2015 Time-Based Restricted Stock Units Plan” or the "Time-Based Plan”).
2.DEFINITIONS
Under the Time-Based Plan, the following terms and expressions starting with a capital letter shall have the following
meaning and may be used indifferently in the singular or in the plural form:
"Agreed Leave" | refers to any leave of absence of more than three months having received a prior approval from the Company or requiring no prior approval under U.S. laws. Agreed Leaves shall include leaves for illnesses, military leave, and any other personal leave or conditions about which the employee has advance knowledge. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave, of whatever duration, which shall not automatically result in a termination of the employment relationship between the Beneficiary and the Company or the Group. |
"Applicable Laws" | refers to, for the U.S., the legal requirements related to the administration of equity compensation plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America. |
"Beneficiary" | refers to the person(s) for whose benefit the Board of Directors has approved a Grant of Restricted Stock Units as well as, as the case may be, his or her heirs. |
"Board of Directors" | refers to the Company’ s board of directors. |
"Bylaws" | refers to the Company’s bylaws in force at the date referred to. |
Appendix B-5
"Change in Control" | refers to (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an "Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Ordinary Shares of the Company such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. |
"Disability" | refers to the disability of a Beneficiary corresponding to the second or third of the categories provided by Article L. 341-4 of the French Social Security Code. |
"Grant Date" | refers to the date when the Board of Directors approves a grant of Restricted Stock Units under the Time-Based Plan. |
"Grant Letter" | refers to the notice, substantially in the form set forth in Exhibit 2, which informs a given Beneficiary of the Grant of Restricted Stock Units, as stated in Article 5 of the Time-Based Plan. |
"Grant" | refers to the decision of the Board of Directors to grant Restricted Stock Units to a given Beneficiary, subject to the vesting conditions set forth by the Time- Based Plan as amended from time to time. |
"Group" | refers to the Company and to all the companies and groups affiliated with the Company within in the meaning of Article L. 225-197-2 of the French Commercial Code. |
"Holding Period" | refers to the period, if any, starting on the Vesting Date, during which a Beneficiary may not transfer or pledge his or her shares underlying the vested Restricted Stock Units, by any means, or convert them into the bearer form; it being specified that the total duration of both the Vesting Period and the Holding Period may in no event be less than two years as from the Grant Date pursuant to applicable French law. |
"Ordinary Share" | refers to one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. |
"Original Time-Based Plan" | refers to the version of the Time-Based Plan that was adopted by the Board of Directors on July 30, 2015 and approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company on October 23, 2015. |
Appendix B-6
"Presence" | refers to the presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group. |
"Restricted Stock Units" | refers to a promise by the Company to deliver to the Beneficiary on the Vesting Date, at no consideration, Ordinary Shares subject to the vesting conditions set forth by the Time-Based Plan. Dividend, voting and other shareholder rights will not apply until the issuance or transfer of Ordinary Shares at the time of vesting of the Restricted Stock Units under the Time- Based Plan. |
"Secured Restricted Stock Units" | Restricted Stock Units for which the Presence condition of the Beneficiary is met and for which underlying Ordinary Shares will be delivered to the relevant Beneficiary upon the Vesting Date. |
"Vesting Date" | refers to the date on which the Ordinary Shares of the Company subject to the Restricted Stock Units are delivered to the relevant Beneficiary. |
"Vesting Period" | refers to the minimum one-year period starting on the Grant Date and ending on the Vesting Date, being specified that the Board of Directors may decide to extend this period for all or part of the Restricted Stock Units and/or provide for vesting in tranches, as stated in the corresponding Grant Letter. |
"Working Day" | refers to any day on which legal business can be conducted within the Company, i.e., every Monday, Tuesday, Wednesday, Thursday and Friday, as long as it is not a public holiday. |
3.PURPOSE
The Time-Based Plan sets forth the conditions and criteria for the Grant of Restricted Stock Units under the Time-
Based Plan, pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code and to the authorization granted
by the shareholders’ meeting of the Company dated October 23, 2015.
The purposes of the Time-Based Plan are:
•to attract and retain the best available personnel for positions of substantial responsibility;
•to provide additional incentive to Beneficiaries; and
•to promote the success of the Company's business.
4.BENEFICIARIES: ELIGIBLE EMPLOYEES
Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, the Board of Directors of
the Company will approve the list of Beneficiaries among employees and corporate officers (who meet the conditions
set forth by Article L. 225-197-1 II of the French Commercial Code) of the Group, together with the indication of the
number of Restricted Stock Units granted to each of them.
Appendix B-7
5.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS
The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made
available to the Beneficiary together with a copy of the Time-Based Plan, indicating the number of Restricted Stock
Units granted to the Beneficiary, the Vesting Period and the Holding Period, if any.
The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the
Time-Based Plan by accepting online his or her documentation by means of the tool made available by the Company
and by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the
Company) from the date of notification by the Company of the availability on line of the Grant documentation, the
documents being deemed to be received on the date of the electronic delivery.
6.VESTING PERIOD
6.1.Principle
(a)The Restricted Stock Units granted under the Time-Based Plan shall vest in the Beneficiaries at the end of the
Vesting Period, subject to the continued Presence of the Beneficiary during the Vesting Period, in the absence of
which he or she will not be entitled to acquire the shares underlying the Restricted Stock Units on the date when this
condition is no longer met, except as set forth in Article 6.1(b).
Unless otherwise decided by the Board, should the Beneficiary be at the same time an employee and an officer of the
same company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the
right to vest in the Restricted Stock Units granted under the Time-Based Plan at the end of the Vesting Period.
Pursuant to Article L. 225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company
which is personal and may not be transferred until the end of the Vesting Period, except in case of death.
During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the
Company. As a consequence, they will not hold any rights attached to the Ordinary Shares.
(b)Unless otherwise determined by the Board of Directors at the time of the Grant and except with respect to
any Beneficiary who is taxable on his/her Company employment income in one of the countries listed in Exhibit 1 at
the time of the Grant (for whom this Article 6.1(b) shall not apply), if the Beneficiary ceases to be an employee or
officer of the Group after the one-year anniversary of the Grant Date but prior to (i) the Vesting Date or (ii) in the case
of a Grant that vests in tranches, the vesting date of the first tranche of the Grant (such date in either (i) or (ii), the
"First Vesting Date”), then the Beneficiary shall definitively secure, on the First Vesting Date, the delivery of a
number of Restricted Stock Units that is equal to the pro rata portion (measured by the ratio of the (A) total number
of fully expired quarters elapsed from the Grant Date of the relevant Restricted Stock Units (included) to the date
when the Beneficiary ceases to be an employee or officer of the Group (excluded) to (B) the total number of quarters
between the Grant Date included and the First Vesting Date (included)) of the number of Restricted Stock Units that
the Beneficiary would have definitively secured and vested in on the First Vesting Date, had the continued Presence
condition set forth in Article 6.1(a) been satisfied on such date (rounded to the nearest whole number). For instance:
•if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary of
the Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary thereof, he shall vest
on such second anniversary date in 25% (i.e., 4/8 * 50%) of his Restricted Stock Units, with the balance being
automatically forfeited.
Appendix B-8
•if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary plus
three months of the Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary
thereof, he shall vest on such second anniversary date in 31.25% (i.e., 5/8 * 50%) of his Restricted Stock Units,
with the balance being automatically forfeited.
For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than
one year after the Grant Date.
In the event of a Beneficiary who after the Grant Date and before the First Vesting Date would be relocated from a
country not listed in the Exhibit 1 where he/she was taxable on his/her employment income to a country listed in the
Exhibit 1 and who, before the time of the First Vesting Date, becomes taxable on his/her employment income in a
country listed in the Exhibit 1, the provision of this Article 6.1 (b) shall be terminated; provided, however, that
Restricted Stock Units that have become Secured Restricted Stock Units prior to the relocation to a country listed in
Exhibit 1 shall remain secured and the underlying shares will be delivered upon the Vesting Date.
(c)In addition to any other powers set forth in the Time-Based Plan and subject to the provisions of the Time-
Based Plan, the Board of Directors shall have the full and final power and authority, in its discretion, to determine the
terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock
Units acquired pursuant thereto. Further, the Board of Directors shall have the full and final power and authority, in its
discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled,
forfeited, exchanged, or surrendered.
Notwithstanding Articles 6.5, 6.6 and 6.7 of the Time-Based Plan, the Board of Directors shall not accelerate or
shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with
respect to a Grant under the Time-Based Plan solely based on a Change in Control.
6.2Compliance with Company Policies
1)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and
agreement by the Beneficiary that any Grant pursuant to the Time-Based Plan shall be subject to any
applicable clawback policy of the Company, as adopted by the Company from time to time, as well as
to any clawback required by any applicable laws, regulations or trading rules of any exchange on
which the Company’s shares are listed at such time.
2)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted
Stock Units may need to be retained by the Beneficiary in order to comply with the Company’s Share
Ownership Guidelines, to the extent applicable to the Beneficiary.
6.3Internal mobility
In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the
termination of the initial employment agreement and the entering into of a new employment agreement or of a
position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of
a new position of officer or the entering into of a new employment agreement in one of such companies, the
Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period.
6.4Agreed Leave of Absence Exceeding Three Months
Appendix B-9
In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of
the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the
first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed
Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.4.
6.5Disability
In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary
on the date of Disability.
6.6Death
In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest at the date
of the request for vesting duly made by his or her beneficiaries in the framework of the inheritance.
The request for vesting of the Restricted Stock Units shall be made within six months from the date of death in
compliance with Article L. 225-197-3 of the French Commercial Code.
6.7Retirement
In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of
Restricted Stock Units that may vest pursuant to Article 6.1(b) upon the retirement of such Beneficiary, the Board of
Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for
all or part of the Restricted Stock Units prior to the date of such retirement.
6.8Change in Control
1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and
the Beneficiary or in the applicable Grant Letter, in the event of a Change in Control:
a.Where the successor corporation or parent or subsidiary of the successor corporation does not agree
to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted
for and for which the Grant Date is at least one year prior to the consummation of the Change in
Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse and the
Restricted Stock Units shall be deemed fully vested prior to the consummation of the Change in
Control. Any Grant for which the Grant Date is less than one year prior to the consummation of the
Change in Control shall either be assumed or substituted for in accordance with Article 6.8(a)(ii) or
cancelled in accordance with Article 6.8(a)(iii) below.
b.For the purposes of this Article 6.8, a Grant will be considered assumed or substituted if, (A) following
the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to
the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or
other securities or property) or the fair market value, as determined by the Board of Directors in good
faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each
such share held on the effective date of the transaction; provided, however, that if such consideration
received in the Change in Control is not solely common stock of the successor corporation or its
parent, the Board of Directors may, with the consent of the successor corporation, provide that the
consideration to be received for each Restricted Stock Unit shall be solely common stock of the
successor corporation or its parent equal in fair market value, as determined by the Board of Directors
Appendix B-10
in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in
Control; (B) any securities of the successor corporation or its parent forming part of the Grant
following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant
otherwise remains subject to the same terms and conditions that were applicable to the Grant
immediately prior to the Change in Control.
c.Notwithstanding any other provision of the Time-Based Plan, in the event of a Change in Control,
except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal
Revenue Code, the Board of Directors may, in its discretion, provide that each Grant shall,
immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in
cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in
Control multiplied by (ii) the number of Restricted Stock Units granted under the Grant. The Board of
Directors shall not be required to treat all Grants similarly for purposes of this Article 6.8(a). Payment
of amounts under this Article 6.8(a) shall be made in such form, on such terms and subject to such
conditions as the Board of Directors determines in its discretion, which may or may not be the same
as the form, terms and conditions applicable to payments to the Company's shareholders in
connection with the Change in Control and may, in the Board of Directors’ discretion, include
subjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting
such payments to escrow or holdback provisions comparable to those imposed upon the Company's
shareholders in connection with the Change in Control, or calculating and paying the present value of
payments that would otherwise be subject to escrow or holdback terms.
2)The obligations of the Company under the Time-Based Plan shall be binding upon any successor
corporation or organization resulting from the Change in Control.
6.9 Compliance with laws and liability of the Company.
1)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such
Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant
provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which
the shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units
are granted and any other French, U.S. or other laws applicable to the Restricted Stock Units.
2)Without limiting the provisions of Article 6.9(a) above, the inability of the Company to obtain authority from
any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or
compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any
shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained or as to which such legal compliance has not
Appendix B-11
been possible or practicable, and shall constitute circumstances in which the Board may determine to amend
or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary.
3)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any
reason not attributable to the Company or its affiliated companies was not able to acquire the shares.
7.HOLDING PERIOD
7.1Principle
1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares
underlying the Restricted Stock Units granted under the Time-Based Plan and will be shareholders of the
Company. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of
the Company.
However, the Ordinary Shares underlying the Restricted Stock Unit shall not be transferable during the Holding
Period (if any) and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into the
bearer form.
2)At the end of the Holding Period (if any), the Ordinary Shares underlying the Restricted Stock Unit will be fully
transferable, subject to the provisions of the following paragraph.
At the end of the Holding Period, if any, the Ordinary Shares underlying the Restricted Stock Unit granted under the
Time-Based Plan may not be transferred (i) if a "black-out” period is in effect pursuant to the Company’s Insider
Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or
trading rules or restrictions of any exchange on which the Company’s shares are listed at such time.
7.2Specific situations
Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the
Restricted Stock Unit delivered to the Beneficiaries referred to in Article 6.5 above or to the beneficiaries of the
deceased Beneficiary referred to in Article 6.6 above may be freely transferred as from the date of their vesting.
8.CHARACTERISTICS OF THE ORDINARY SHARES
The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units that shall be, at the Company’s
choice, new shares to be issued by the Company or existing shares acquired by the Company.
As from the Vesting Date, the Ordinary Shares delivered pursuant to the Restricted Stock Units shall be subject to all
the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same
rights as from the Vesting Date.
Dividend equivalents may be accumulated with respect to Restricted Stock Units granted under the Time-Based Plan
solely to the extent determined by the Board of Directors,in its sole discretion. To the extent the Board of Directors
provides for the accumulation of dividend equivalents with respect to Restricted Stock Units, such dividend
equivalents may be credited or paid in the form of cash or Ordinary Shares or through reinvestment in additional
Restricted Stock Units or in such other manner as the Board of Directors may determine in its sole discretion, and any
such dividend equivalents shall be subject to the same conditions and restrictions (including without limitation, any
forfeiture conditions) as the Restricted Stock Units to which they are attributable. Restricted Stock Units that do not
vest do not give a right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date.
Appendix B-12
9.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS
At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the
Restricted Stock Units vested under the Time-Based Plan, provided that the conditions and criteria for such vesting
provided by Articles 5 and 6 above are met. However, Ordinary Shares may not be delivered in fractional shares.
Unless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end
of any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does
not result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant.
If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares shall be completed the first Working Day
following the end of the Vesting Period.
The Ordinary Shares underlying the Restricted Stock Units that may be vested under the Time-Based Plan will be
held, during the Holding Period, if any, in nominative form (nominatif pur) in an individual account opened in the
name of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions
of 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
Holding Period), the Ordinary Shares underlying the Restricted Stock Units shall remain in nominative form
(nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article
7.1(b) above are complied with.
In the event that, as a consequence of the Grant of Restricted Stock Units under the Time-Based Plan, the Company
or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or
contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the
Ordinary Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant
company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions.
10.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS
10.1Shares Available.
Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares
underlying the Restricted Stock Units (including pursuant to any dividend equivalents) that may be delivered under
the Time-Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the
Company’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the
Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Unit
granted in connection with the Time-Based Plan (i.e., grants other than options or warrants) shall be counted against
this limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with
such Grant (including any Ordinary Shares relating to dividend equivalents). Ordinary Shares subject to the Time-
Based Plan shall consist of authorized but unissued shares, as well as existing shares of the Company.
In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the
Ordinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant
shall, provided the Time-Based Plan is still in force, again be available for future Grant pursuant to the Time-Based
Plan or the 2015 Performance Based Plan. Notwithstanding any provision of the Time-Based Plan or the Appendix
thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding
obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Time-Based
Plan.
Appendix B-13
11.INTERMEDIARY OPERATIONS
Subject to Article 6.8, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger
or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall
apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the
surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted
Stock Units.
The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split
completed in compliance with applicable regulations during the Holding Period, if any.
12.ADJUSTMENT
Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the
allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance
premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a
preferential subscription right reserved to the shareholders or any other corporate transaction or event having an
effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Restricted Stock Units
granted under the Time-Based Plan may be adjusted in order to take into account said operation by application,
mutatis mutandis, of the terms of adjustment provided by the law for the beneficiaries of stock options as per Article
L. 225-181 and Article L. 228-99 of the French commercial code.
Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of
Restricted Stock Units he or she benefited from, it being specified that the Restricted Stock Units of the Company
granted pursuant to this adjustment shall be governed by the Time-Based Plan.
13.AMENDMENT TO THE TIME-BASED PLAN
13.1Principle
The Time-Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject
to shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock
Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in
the rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate
compliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors
(or its delegate).
The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date
of the decision to amend the Time-Based Plan made by the Board of Directors, or the written consent of the
Beneficiary, if required.
13.2Notice of the amendments
The affected Beneficiaries shall be notified of an amendment to the Time-Based Plan, by any reasonable means,
including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-
mail.
Appendix B-14
14.TAX AND SOCIAL RULES
The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in
relation to the grant of Restricted Stock Units, on the due date of said taxes or costs.
Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with
in relation to the grant of the Restricted Stock Units.
15.MISCELLANEOUS
15.1Rights in relation to the capacity of employee
No provisions of the Time-Based Plan shall be construed as granting to the Beneficiary a right to have his or her
employment agreement with the Company or any of the companies of the Group maintained, or limiting the right of
the Company or any of the companies of the Group to terminate or amend the terms and conditions of the
employment agreement of the Beneficiary.
15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant
Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Time-Based Plan
does not imply that he or she shall benefit from any other plan that may be implemented thereafter.
Nature of Grant. In accepting any Grant under the Time-Based Plan, the Beneficiary acknowledges that:
(a)the Time-Based Plan is established voluntarily by the Company, it is discretionary in nature and it may
be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the
Time-Based Plan;
(b)the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock
Units, even if Restricted Stock Units have been granted repeatedly in the past;
(c)all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d)Beneficiary’s participation in the Time-Based Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment
relationship at any time with or without cause unless otherwise required under local law;
(e)Beneficiary is voluntarily participating in the Time-Based Plan;
(f)the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind
for services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s
employment contract, if any;
(g)the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should
be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
Appendix B-15
(h)in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to
form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted
to form an employment agreement with the Employer or any subsidiary or affiliate of the Company;
(i)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with
certainty;
(j)if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or
decrease;
(k)in consideration of the grant, no claim or entitlement to compensation or damages shall arise from
termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of
the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary
irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Time-
Based Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such
claim; and
(l)unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s
employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Time-Based
Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be
extended by any notice period mandated under the local law (e.g., active employment would not include a period of
"garden leave” or similar period pursuant to local law).
15.3Applicable law - Jurisdiction
The Time-Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its performance
shall be decided by the competent courts of the French Republic.
15.4Provisions Applicable to Beneficiaries Located outside of France
The attached Appendix applies to Beneficiaries located outside of France at the time of the relevant taxable event.
16.DATA PRIVACY
As part of the 2015 Time-Based Plan, the Company processes some personal data of the Beneficiary. For this
processing, the Company acts as the controller of this personal data and in accordance with the provisions of
Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil
Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the
meaning given to them pursuant to the Personal Data Regulation.
The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the
contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to
implement, administer and manage the Beneficiary's participation in the 2015 Time-Based Plan. Processed personal
data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information:
the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all
awards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in
Appendix B-16
Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could compromise the conclusion
and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter.
The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking
and financial organizations on a need-to-know basis. These entities may be located outside the European Union and
in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do
not provide an adequate level of protection for personal data, the Company will take all necessary measures and
guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data
Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary
may request a copy of these guarantees by writing to the Data Protection Officer at the following address:
dpo@criteo.com.
In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify,
delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data
Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent
supervisory authority and to communicate to the Company instructions for the storage, deletion and communication
of its Data after its death.
In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in
this clause. In any event, the Company will comply with the retention periods imposed by law.
17.ELECTRONIC DELIVERY
The Company may, in its sole discretion, decide to deliver any documents related to the Time-Based Plan or future
awards that may be granted under the Time-Based Plan by electronic means or to request Beneficiary’s consent to
participate in the Time-Based Plan by electronic means. Beneficiary hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Time-Based Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.
18.SEVERABILITY
The provisions of this Time-Based Plan are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Appendix B-17
APPENDIX
TERMS AND CONDITIONS
This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside
of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Time-
Based Plan.
NOTIFICATIONS
This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary
should be aware with respect to his or her participation in the Time-Based Plan. The information is based on the
securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often
complex and change frequently. The Company therefore strongly recommends that the Beneficiary not rely on the
information in this Appendix as the only source of information relating to the consequences of his or her participation
in the Time-Based Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock
Units and/or sells any shares delivered pursuant to the award.
GENERAL PROVISIONS
Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the "Employer”) takes with respect to
any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items”), the
Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and
remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock
Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of Ordinary Shares
underlying Restricted Stock Units delivered pursuant to such vesting and the receipt of any dividends; and (2) do not
commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the
Beneficiary’s liability for Tax-Related Items.
Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any.
In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related
Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company
and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in
addition, if permissible under local law, and with respect to any individual who is determined by Criteo to be an
"officer” as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act), or an "executive officer” as defined by Rule 3b-7 promulgated under the Exchange Act, the Company
may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding
obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable
accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding
amount, and further provided that any such withholding of shares shall be subject to advance approval by the Board
of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the
Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of the Beneficiary’s participation in the Time-Based Plan or the
Beneficiary’s Vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The
Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock
Appendix B-18
Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as
described in this section.
For tax residents of the United States
Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or
transfer of which by the Company requires compliance with federal and state securities laws.
Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that
Beneficiary makes the representations contained in this section to the Company.
Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the
rights and the value of these securities.
The intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from,
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and,
accordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be
interpreted and be administered to be in compliance therewith or exempt therefrom. In this regard, any payments or
benefits (including vesting tranches) described in the Time-Based Plan and the Grant Letters thereunder that are due
within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred
compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under
the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code.
Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/
or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from
service with the Company for purposes of this the Time-Based Plan and no payment or benefit shall be due to the
Beneficiary under the Time-Based Plan and the Grant Letters thereunder on account of a separation from service until
the Beneficiary would be considered to have incurred a "separation from service” from the Company within the
meaning of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan and the Grant Letters
thereunder, to the extent that any amounts are payable upon a separation from service and such payment would
result in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status as a
"specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any other
agreement of the Company, shall be made on the first business day after the date that is six (6) months following such
separation from service (or death, if earlier). Further notwithstanding anything to the contrary in the Plan, to the
extent required under Section 409A of the Code to make payment of an award upon a Change in Control, the
applicable transaction or event defined in Article 2 and described in Article 6.8 of the Plan must qualify as a "change in
control event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it
does not, then unless otherwise specified in the applicable Grant Letter, any Restricted Stock Units vested in the
Beneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with
Article 9 of the Plan (or death, if earlier).
For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.5
of the Time-Based Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later
than 60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock
Units are considered deferred compensation subject to Section 409A of the Code, any such Disability will be within
the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any Restricted
Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified Vesting Date, in
accordance with Article 9 of the Plan (or death, if earlier).
Appendix B-19
For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6
of the Time-Based Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the
date of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year
of the Beneficiary’s death to the extent permitted by Section 409A of the Code.The Company makes no
representation that any or all of the payments described in the Time-Based Plan and the Grant Letters thereunder will
be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the
Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and
penalties incurred under Section 409A.
The Company makes no representation as to the tax status of the Time-Based Plan to the Beneficiary who should
seek his or her own tax advice.
For Israeli Tax Residents
Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident
member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment
pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961
("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The designation
of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee
thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants
are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee
102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If
the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section
102 or Section 2 or 3(i) of the Ordinance.
Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or
other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the
trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the
Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in
accordance with the provisions of Section 102 of the Ordinance. In the event the requirements for Trustee 102 Awards
are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the
Ordinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102.
With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall
not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award
and/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends,
under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time
determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs
during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved
Israeli Participant.
Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or
issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that
the full amounts of any Tax due have been paid or will be paid.
Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under
Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company
and the 102 Trustee.
Appendix B-20
Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved
Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has
provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that
if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance.
Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid
or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be
given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such
Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant.
Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted
Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the
Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary
Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.
With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed
an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA,
which must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102
Award, which is not expressly specified herein, shall be considered binding upon the Company and the Approved
Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax
treatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards.
Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered
thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved
Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the
Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify
the Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability
for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to
withhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The
Company and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an
Approved Israeli Participant until all required tax payments have been fully made.
Appendix B-21
Exhibit 1
List of Countries
•Canada
•Japan
•Singapore
•The Netherlands
Appendix B-22
Exhibit 2
Form of Grant Letter
[Beneficiary Name and Address]
[Date]
Letter delivered by electronic delivery
[Name of Beneficiary],
We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting
held on [June 13, 2023], the board of directors of Criteo (the « Company »), during its meeting held on [ ] (the «
Grant Date »), granted to you Restricted Stock Units of the Company, under the terms and conditions provided for in
Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and Restated 2015 Time-
Based Restricted Stock Units Plan of the Company (the « the Time-Based Plan »). Capitalized terms that are used
but not defined herein shall have the meaning ascribed to such terms in the Time-Based Plan.
The board of directors granted to you [ ] restricted stock units of the Company (the « Shares »), with a par
value of EUR 0.025 each.
The period (« Vesting Period ») at the end of which the grant will become effective and final (i.e., the Shares
will be delivered to you and be your property), has been set at [ ] years as from the Grant Date: [details of vesting
scheduled to be inserted]. [Except as provided below], the Shares will thus vest at the end of the Vesting Period
unless you shall cease to be an employee of the Criteo group for any reason whatsoever during the Vesting Period
(subject to the following paragraph).
[In the event you cease to be an employee or officer of the Group after the one-year anniversary of the Grant
Date but prior to the First Vesting Date, you shall vest in, on the First Vesting Date, a number of Shares that is equal
to the pro rata portion (measured by the ratio of (A) the number of quarters elapsed from the Grant Date included to
the date you cease to be an employee or officer of the Group (excluded) to (B) the total number of quarters between
the Grant Date (included) and the First Vesting Date (excluded)) of the number of Shares that you would have vested
on the First Vesting Date had you remained an employee or officer of the Group until such date (the « Prorated
Vesting »).] [Notwithstanding the foregoing, if you are a tax resident of the United States, the Company will be
required to withhold Federal Insurance Contributions Act taxes in respect of your vesting gain as of the first
anniversary of the Grant Date.]
In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the
date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of
the request made by your beneficiaries in the framework of the inheritance. The request for the Shares shall be made
within six (6) months from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.
Neither the Time-Based Plan nor this letter shall confer upon you any right to be retained in any position, as
an employee, consultant or director of the Company. Further, nothing in the Time-Based Plan or this letter shall be
construed to limit the discretion of the Company to terminate your continuous service at any time, with or without
cause.
By acknowledging this grant, you hereby acknowledge and agree that any Grant pursuant to the Time-Based
Plan shall be subject to any applicable Criteo clawback policy, as adopted by Criteo from time to time, as well as to
any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s
shares are listed at such time.
Appendix B-23
[To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be
subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with
the requirements under Section 102 and any rules or regulations thereunder, including the execution of this Grant
Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the requirements
of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for the favorable tax
treatment under the Capital Gains Route. The Company makes no representations or guarantees that the Restricted
Stock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is
not available under Section 102. The Restricted Stock Units and the Ordinary Shares issued upon vesting and/or any
additional rights, as detailed above, including without limitation any right to receive any dividends or any shares
received as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted
Stock Units (the “Additional Rights”) shall be issued to or controlled by the 102 Trustee for your benefit under the
provisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time
determined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital
Gains Route, you shall not sell nor transfer from the 102 Trustee the Ordinary Shares or Additional Rights until the
end of the 102 Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the
102 Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or
member of the Group and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable
laws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify
the Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any
and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the
necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any
member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to deduct from any
payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax
required by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of
the Group or the 102 Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee
may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously
described. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in
connection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in
relation to the Restricted Stock units and the Ordinary Shares issued upon vesting, shall be borne by you. The 102
Trustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from
payments otherwise due to/from the Company or any member of the Group or the 102 Trustee.
[Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a
prospectus with respect to the Restricted Stock Units. If obtained copies of the Plan and Form S-8 registration
statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon
request from your local human resources department.]
In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge,
agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules
promulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted
Stock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are
not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between
the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary
Shares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102
Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you
authorize the Company to provide the plan administrator and the 102 Trustee with any information required for the
purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance,
the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units,
Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge
that the information might be shared with an administrator who is located outside of Israel, where the level of
protection of personal data is different than in Israel.]
The detailed terms of such grant are described in the Time-Based Plan, a copy of which is attached hereto.
The Time-Based Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units
granted herein shall be subject to all terms and conditions of the Time-Based Plan and this Grant Letter. In the event
Appendix B-24
of any conflict between the provisions of this Grant Letter and the provisions of the Time-Based Plan, the provisions
of the Time-Based Plan shall govern.
Thank you for accepting the Grant by clicking on the acceptance button directly in your Equate platform no
later than 6 months from the date of notification by the Company of the availability online of the Grant
documentation; the documents being deemed to be received on the date of the electronic delivery.
Yours sincerely,
Appendix C-1
APPENDIX C
Please note that because we are a French company, the full text of the plan has been translated from French. In the case of
any discrepancy between this version and the French version, the French version will prevail.
CRITEO AMENDED AND RESTATED 2015 PERFORMANCE-BASED RESTRICTED STOCK UNITS PLAN | ||||
Appendix C-2
Please note that because we are a French company, the full text of the plan has been translated from French. In the case
of any discrepancy between this version and the French version, the French version will prevail.
AMENDED AND RESTATED 2015 PERFORMANCE-BASED RESTRICTED
STOCK UNITS PLAN
Adopted by the Board of Directors on April 23, 2020
Approved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and
June 28, 2017
Amended from time to time. Last amendment by the Board: April 28, 2026
Appendix C-3
TABLE OF CONTENTS
1. IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN ........................................ | 2 |
2. DEFINITIONS ................................................................................................................................................................... | 2 |
3. PURPOSE .......................................................................................................................................................................... | 5 |
4. BENEFICIARIES: ELIGIBLE EMPLOYEES ...................................................................................................................... | 5 |
5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS ................................................................................... | 5 |
6. VESTING PERIOD ............................................................................................................................................................ | 5 |
7. HOLDING PERIOD ........................................................................................................................................................... | 12 |
8. CHARACTERISTICS OF THE ORDINARY SHARES ....................................................................................................... | 13 |
9. DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS ......... | 13 |
10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS ........................................................................................ | 14 |
11. INTERMEDIARY OPERATIONS .................................................................................................................................... | 15 |
12. ADJUSTMENT ................................................................................................................................................................ | 15 |
13. AMENDMENT TO THE 2015 PERFORMANCE PLAN .................................................................................................. | 15 |
14. TAX AND SOCIAL RULES ............................................................................................................................................. | 16 |
15. MISCELLANEOUS .......................................................................................................................................................... | 16 |
16. DATA PRIVACY .............................................................................................................................................................. | 18 |
17. ELECTRONIC DELIVERY ............................................................................................................................................... | 19 |
18. SEVERABILITY ............................................................................................................................................................... | 19 |
APPENDIX ............................................................................................................................................................................. | 20 |
IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN
On July 30, 2015 , the Board of Directors adopted the Original 2015 Performance Based Restricted Stock Unit
Plan stating the conditions and criteria for the grant of Restricted Stock Units of Criteo, a French société anonyme
whose registered office is located at 32, rue Blanche, 75009 Paris, France and whose identification number is
484 786 249 R.C.S. Paris (hereafter referred to as the “Company”) to the benefit of the chief executive officer
and, from time to time, certain named executive officers, members of executive management and certain other
employees of the Company or any company or economic interest group (groupement d'intérêt économique) in
which the Company holds, directly or indirectly, at least 10% of the share capital and voting rights at the date of
grant of said shares, as determined by the Board of Directors, and the combined (ordinary and extraordinary)
shareholders’ meeting of the Company approved the Performance Based Restricted Stock Unit Plan on October
23, 2015.
The Original 2015 Performance Based Restricted Stock Unit Plan was subsequently approved by the combined
(ordinary and extraordinary) shareholders’ meeting of the Company, which also granted authority to the Board of
Directors to grant Restricted Stock Units under the Original 2015 Performance Based Restricted Stock Unit Plan.
On February 25, 2016, the Board of Directors adopted this amended and restated version of the Original 2015
Performance Based Restricted Stock Unit Plan (hereinafter, and as it may be amended from time to time in
accordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28,
2016, on April 4, 2018, 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, the “2015 Performance Based Restricted Stock Unit Plan” or the "Performance Based
Plan").
Appendix C-4
2. DEFINITIONS
Under the Performance Based Plan, the following terms and expressions starting with a capital letter shall have
the following meaning and may be used indifferently in the singular or in the plural form:
"Agreed Leave" | refers to any leave of absence of more than three months having received a prior approval from the Company or requiring no prior approval under U.S. laws. Agreed Leaves shall include leaves for illnesses, military leave, and any other personal leave or conditions about which the employee has advance knowledge. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave, of whatever duration, which shall not automatically result in a termination of the employment relationship between the Beneficiary and the Company or the Group. |
"Applicable Laws" | refers to, for the U.S., the legal requirements related to the administration of equity compensation plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America |
"Beneficiaries" | refers to the person(s) for whose benefit the Board of Directors has approved a Grant of Restricted Stock Units under the Performance Based Plan as well as, as the case may be, his or her heirs. |
"Board of Directors" | refers to the Company’s board of directors. |
"Bylaws" | refers to the Company’s bylaws in force at the date referred to. |
"Change in Control" | refers to (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Ordinary Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. |
"Disability" | refers to the disability of a Beneficiary corresponding to the second or third of the categories provided by Article L. 341-4 of the French Social Security Code. |
Appendix C-5
"Grant Date" | refers to the date when the Board of Directors approves a grant of Restricted Stock Units under the 2015 Performance Based Restricted Stock Units Plan. |
"Grant Letter" | refers to the notice, substantially in the form set forth in Exhibit 1, which informs a given Beneficiary of the Grant of Restricted Stock Units, as stated in Article 5 of the Performance Plan. |
"Grant" | refers to the decision of the Board of Directors to grant Restricted Stock Units to a given Beneficiary, subject to the vesting conditions set forth by the Performance Based Plan as amended from time to time. |
"Group" | refers to the Company and to all the companies and groups affiliated with the Company within in the meaning of Article L. 225-197-2 of the French Commercial Code. |
"Holding Period" | refers to the period, if any, starting on the Vesting Date, during which a Beneficiary may not transfer or pledge his or her shares underlying the vested Restricted Stock Units, by any means, or convert them into the bearer form; it being specified that the total duration of both the Vesting Period and the Holding Period may in no event be less than two years as from the Grant Date pursuant to applicable French law. |
"Ordinary Share" | refers to one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. |
"Original 2015 Performance Based Restricted Stock Units Plan" | refers to the version of the 2015 Performance Based Stock Unit Plan that was adopted by the Board of Directors on July 30, 2015 and approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company on October 23, 2015. |
"Restricted Stock Units" | refers to a promise by the Company to deliver to the Beneficiary on the Vesting Date, at no consideration, Ordinary Shares, subject to the vesting conditions set forth by the Performance Based Plan. Dividend, voting and other shareholder rights will not apply until the issuance or transfer of Ordinary Shares at the time of vesting of the Restricted Stock Units under the Performance Based Plan. |
"Vesting Date" | refers to the date on which the Ordinary Shares subject to the Restricted Stock Units are delivered to the relevant Beneficiary. |
Appendix C-6
"Vesting Period" | refers to the minimum one year period starting on the Grant Date and ending on the Vesting Date, being specified that the Board of Directors may decide to extend this period for all or part of the Restricted Stock Units and/or provide for vesting in tranches, as stated in the corresponding Grant Letter. |
"Working Day" | refers to any day on which legal business can be conducted within the Company, i.e. every Monday, Tuesday, Wednesday, Thursday and Friday, as long as it is not a public holiday. |
3. PURPOSE
The Performance Based Plan sets forth the conditions and criteria for the grant of Restricted Stock Units under
the Performance Based Plan, pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code and to the
authorization granted by the shareholders’ meeting of the Company dated October 23, 2015.
The purposes of the Performance Based Plan are:
•to attract and retain the best available personnel for positions of substantial responsibility;
•to provide additional incentive to Beneficiaries, including performance incentives; and
•to promote the success of the Company's business.
4. BENEFICIARIES: ELIGIBLE EMPLOYEES
Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015 , the Board of
Directors of the Company will approve the list of Beneficiaries among the chief executive officer and, from time
to time, certain named executive officers, members of executive management and certain other employees of
the Group, as determined by the Board of Directors, together with the indication of the number of Restricted
Stock Units granted to each of them.
5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS
The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter
made available to the Beneficiary together with a copy of the Performance Based Plan as amended and restated,
indicating the number of Restricted Stock Units granted, the Vesting Period, the Holding Period, if any, and the
Performance Targets (as described in Article 6.1 and 6.2).
The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the
Performance Based Plan by accepting online his or her documentation by means of the tool made available by
the Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days
determined by the Company) from the date of notification by the Company of the availability on line of the Grant
documentation; the documents being deemed to be received on the date of the electronic delivery.
6. VESTING PERIOD
6.1.Principle
Appendix C-7
(a)The Restricted Stock Units granted under the 2015 Performance Based Plan shall
vest in the Beneficiaries at the end of the Vesting Period, provided that the following condition(s) precedent(s) is
(are) met:
1.except as set forth in Article 6.1(b), continued presence of the Beneficiary in his or her capacity as
employee and/or corporate officer of the Company or of any of the companies of the Group during the
Vesting Period, in the absence of which he or she will not be entitled to acquire Ordinary Shares on the
date when this condition is no longer met; and
2.attainment of one or more Performance Targets determined by the Board of Directors at grant in
accordance with Article 6.2 and reflected in the relevant Grant Letter.
Should the Beneficiary be at the same time an employee and an officer of the same company or of two
companies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the
Restricted Stock Units granted under the Performance Based Plan at the end of the Vesting Period; provided,
that if the Beneficiary is an officer on the Grant Date and subsequently ceases to be an officer of any company of
the Group, the Board of Directors shall have the discretion to terminate the Beneficiary’s Restricted Stock Units
granted under the Performance Based Plan at any time up to the end of the Vesting Period.
Pursuant to Article L. 225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the
Company which is personal and may not be transferred until the end of the Vesting Period, except in case of
death.
During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the
Company. As a consequence, they will not hold any rights attached to the Ordinary Shares.
(b)Unless otherwise determined by the Board of Directors at the Grant Date, if the
Beneficiary (i) ceases to be an employee or officer of the Group more than one year after the Grant Date but prior
to (A) the Vesting Date or (B) in the case of a Grant that vests in tranches, the vesting date of the first tranche of
the Grant (such date in either (A) or (B), the “First Vesting Date”), and (ii) prior to the termination of his or her
employment or term of office, any applicable Performance Targets (as defined below) are fully satisfied, then the
Beneficiary shall vest in, on the First Vesting Date, only those Restricted Stock Units that correspond to the
Performance Targets that were fully satisfied prior to the termination of his or her employment or term of office
(rounded to the nearest whole number). For instance, for a Grant where 2/3 of the Restricted Stock Units vest
upon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 1 and 1/3 of
the Restricted Stock Units vest upon the third anniversary of the Grant Date subject to the attainment of said
Performance Target No. 1, if the Beneficiary ceases to be an employee or officer of the Group on the day
following the first anniversary of the Grant Date and the Board determines that, by that date, the Beneficiary has
satisfied said Performance Target No. 1 at 100%, it shall vest in on such second anniversary date 1/3 of his
Restricted Stock Units, with the balance being automatically forfeited. If said Performance Target No. 1 is not
met at the 100% level or higher prior to the Beneficiary’s termination, the Beneficiary’s entire Grant will be
automatically forfeited.
For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more
than one year after the Grant Date.
(c)In addition to any other powers set forth in the Performance Based Plan and
subject to the provisions of the Performance Based Plan, the Board of Directors shall have the full and final power
Appendix C-8
and authority, in its discretion, to determine the terms, conditions and restrictions applicable to each Grant
(which need not be identical) and any Restricted Stock Units acquired pursuant thereto, including, without
limitation, the Performance Measures (as defined below), performance period, performance award formula and
Performance Targets (as defined below) applicable to any grant and the extent to which such Performance
Targets have been attained. Further, the Board of Directors shall have the full and final power and authority, in its
discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled,
cancelled, forfeited, exchanged, or surrendered.
Notwithstanding Articles 6.6, 6.7 and 6.8 of the Performance Based Plan, the Board of Directors shall not
accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic
acceleration of vesting with respect to a Grant under the Performance Plan solely based on a Change in Control.
6.2Performance criteria
The vesting of any Restricted Stock Units granted hereunder shall be subject to or conditioned upon, in whole or
in part, the achievement of Performance Targets in accordance with the following terms and conditions (each, a
“Performance Grant”):
6.2.1Establishment of performance period, performance targets and performance award formula
In granting each Performance Grant, the Board of Directors shall establish in writing the applicable performance
period, performance award formula and one or more Performance Targets (as defined herein) which, when
measured at the end of the performance period, shall determine, on the basis of the performance award formula,
the final number of Restricted Stock Units acquired by the Beneficiary. The Board of Directors shall have full
power and final authority, in its discretion, to alter or cancel the Performance Targets or performance award
formula applicable to a Beneficiary, including, without limitation, in the event that the Beneficiary changes roles
or functions within the Group during the performance period. In any case, the performance period shall not be
shorter than one year.
6.2.2Measurement of performance targets
Performance shall be evaluated by the Board of Directors on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or financial performance (each, a “Performance
Measure”), subject to the following:
(a)Performance Measures
(i)Determination of Performance Measures. Except as otherwise determined by
the Board of Directors and in each case to the extent applicable, Performance Measures shall have the same
meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial
statements, they shall have the meaning applied pursuant to generally accepted accounting principles or as used
generally in the Company’s industry.
(ii)Calculation of Performance Measures. Except as otherwise determined by the
Board of Directors, the Performance Measures applicable to the vesting of the Restricted Stock Units shall be
calculated in accordance with generally accepted accounting principles and excluding the effect (whether positive
or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as
determined by the Board of Directors, occurring after the establishment of the Performance Targets applicable
Appendix C-9
to the vesting of the Restricted Stock Units. Each such adjustment, if any, shall be made solely for the purpose of
providing a consistent basis from period to period for the calculation of Performance Measures in order to
prevent the dilution or enlargement of the Beneficiary’s rights with respect to the vesting of the Restricted Stock
Units.
(iii)Types of Performance Measures. Performance Measures may be one or more of
the following or such other measures as determined by the Board of Directors:
(1)contribution excluding traffic acquisition costs;
(2)adjusted earnings before interest, taxes, depreciation and amortization, as
defined by the Company in its financial statements as filed with the Securities
Exchange Commission in the United States;
(3)cash flow from operating activities;
(4)stock price;
(5)completion of identified special project(s); or
(6)any combination of the foregoing.
Notwithstanding the foregoing, the Board of Directors may provide that one or more objectively determinable
adjustments shall be made to the Performance Measures, which may include adjustments that would cause the
measures to be considered “non-GAAP financial measures” under rules promulgated by the Securities and
Exchange Commission.
(b)Performance Targets
Where applicable, Performance Targets may, without limitation, be expressed in terms of attaining a specified
level of the Performance Measure or the attainment of a percentage increase or decrease in the particular
Performance Measure, and may be applied to one or more of the Company, any subsidiary or affiliate of the
Company, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof, or may be
applied to the performance of the Company or any subsidiary or affiliate thereof relative to a market index, a
group of other companies or a combination thereof, all as determined by the Board of Directors. The
Performance Targets may be subject to a threshold level of performance below which no Restricted Stock Units
will vest, levels of performance at which specified numbers of Restricted Stock Units will vest, and a maximum
level of performance above which no additional number of Restricted Stock Units will vest (or at which full
vesting will occur).
6.3Compliance with Company Policies
1)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and
agreement by the Beneficiary that any Grant pursuant to the Performance Based Plan shall be
subject to any applicable clawback policy of the Company, as adopted by the Company from time
to time, as well as to any clawback required by any applicable laws, regulations or trading rules of
any exchange on which the Company’s shares are listed at such time.
Appendix C-10
2)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted
Stock Units may need to be retained by the Beneficiary in order to comply with the Company’s
Share Ownership Guidelines, to the extent applicable to the Beneficiary.
6.4Internal mobility
In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i)
the termination of the initial employment agreement and the entering into of a new employment agreement or
of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the
acceptance of a new position of officer or the entering into of a new employment agreement in one of such
companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the
Vesting Period.
6.5Agreed Leave of Absence Exceeding Three Months
In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day
of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting
on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of
any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article
6.5.
6.6Disability
In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the
Beneficiary on the date of Disability in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but
being noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as
employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting
Period will be considered as met immediately on the date of Disability and (ii) the condition of the attainment of
one or more Performance Targets determined by the Board of Directors at grant will be measured on the date of
Disability.
6.7Death
In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest in
accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition
related to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of
the Company or of any of the companies of the Group during the Vesting Period will be considered as met
immediately on the date of death and (ii) the condition of the attainment of one or more Performance Targets
determined by the Board of Directors at grant will be measured on the date of death.
The Restricted Stock Units shall vest at the date of the request made by his or her beneficiaries in the framework
of the inheritance. The request for the vesting of the Restricted Stock Units by the heirs shall be made within six
months from the date of death in compliance with Article L. 225-197-3 of the French Commercial Code.
6.8Retirement
In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of
Restricted Stock Units that may vest pursuant to Article 6.1(b) upon retirement of such Beneficiary, the Board of
Appendix C-11
Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met
for all or part of the Restricted Stock Units prior to the date of such retirement.
6.9Change in Control
(1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the
Beneficiary or in the applicable Grant Letter, in the event of a Change in Control:
(◦)Where the successor corporation or parent or subsidiary of the successor corporation does not
agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or
substituted for and for which the Grant Date is at least one year prior to the consummation of the
Change in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall
lapse, any performance conditions imposed with respect to such Grant shall be deemed to be
achieved at target performance levels and the Restricted Stock Units shall be deemed fully
vested by the Beneficiary prior to the consummation of the Change in Control. Any Grant for
which the Grant Date is less than one year prior to the consummation of the Change in Control
shall either be assumed or substituted for in accordance with Article 6.9(a)(ii) or cancelled in
accordance with Article 6.9(a)(iii) below.
(◦)For the purposes of this Article 6.9, a Grant will be considered assumed or substituted if, (A)
following the Change in Control, the Grant confers the right to receive, for each Restricted Stock
Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) or the fair market value, as determined by the Board
of Directors in good faith, of the consideration received in the Change in Control by holders of
Ordinary Shares for each such share held on the effective date of the transaction ; provided,
however, that if such consideration received in the Change in Control is not solely common stock
of the successor corporation or its parent, the Board of Directors may, with the consent of the
successor corporation, provide that the consideration to be received for each Restricted Stock
Unit shall be solely common stock of the successor corporation or its parent equal in fair market
value, as determined by the Board of Directors in good faith, to the per share consideration
received by holders of Ordinary Shares in the Change in Control; (B) any securities of the
successor corporation or its parent forming part of the Grant following the Change in Control are
freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the
same terms and conditions that were applicable to the Grant immediately prior to the Change in
Control.
(◦)Notwithstanding any other provision of the 2015 Performance Plan, in the event of a Change in
Control, except as would otherwise result in adverse tax consequences under Section 409A of the
U.S. Internal Revenue Code, the Board of Directors may, in its discretion, provide that each Grant
shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a
payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share
in the Change in Control multiplied by (ii) the number of Restricted Stock Units granted. The
Board of Directors shall not be required to treat all Grants similarly for purposes of this Article
6.9(a). Payment of amounts under this Article 6.9(a) shall be made in such form, on such terms
and subject to such conditions as the Board of Directors determines in its discretion, which may
or may not be the same as the form, terms and conditions applicable to payments to the
Company's shareholders in connection with the Change in Control and may, in the Board of
Appendix C-12
Directors’ discretion, include subjecting such payments to vesting conditions comparable to the
Grants surrendered, subjecting such payments to escrow or holdback provisions comparable to
those imposed upon the Company's shareholders in connection with the Change in Control, or
calculating and paying the present value of payments that would otherwise be subject to escrow
or holdback terms.
(2)The obligations of the Company under the Performance Based Plan shall be binding upon any successor
corporation or organization resulting from the Change in Control.
6.10Compliance with Laws and Liability of the Company
a) Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of
such Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant
provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder,
Applicable Laws and the requirements of any stock exchange or quotation system upon which the shares may
then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and
any other French, U.S. or other laws applicable to the Restricted Stock Units.
b) Without limiting the provisions of Article 6.10(a) above, the inability of the Company to obtain
authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which
authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale
of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has
not been possible or practicable, and shall constitute circumstances in which the Board may determine to amend
or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary.
c) The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for
any reason not attributable to the Company or its affiliated companies was not able to acquire the shares.
7. HOLDING PERIOD
7.1Principle
1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary
Shares underlying the Restricted Stock Units granted under the Performance Based Plan and will be
shareholders of the Company. As a consequence, they will benefit from all the rights attached to the
capacity of shareholder of the Company.
However, the Ordinary Shares underlying the Restricted Stock Units shall not be transferable during the Holding
Period, if any, and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into
bearer form.
2)At the end of the Holding Period, if any, the Restricted Stock Units will be fully transferable,
subject to the provisions of the following paragraph.
At the end of the Holding Period, if any, the Ordinary Shares acquired pursuant to the vesting of the Restricted
Stock Units granted under the Performance Based Plan may not be transferred (i) if a “black-out” period is in
effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in
Appendix C-13
contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the
Company’s shares are listed at such time.
7.2Specific situations
Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the
Restricted Stock Units delivered to the Beneficiaries referred to in Article 6.5 above or to the beneficiaries of the
deceased Beneficiary referred to in Article 6.6 above may be freely transferred as from the date of their date of
vesting.
8. CHARACTERISTICS OF THE ORDINARY SHARES
The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be, at the Company’s
choice, new shares to be issued by the Company or existing shares acquired by the Company.
As from the Vesting Date, the Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units
shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall
benefit from the same rights as from the Vesting Date.
Dividend equivalents may be accumulated with respect to Restricted Stock Units granted under the Performance
Based Plan solely to the extent determined by the Board of Directors, in its sole discretion. To the extent the
Board of Directors provides for the accumulation of dividend equivalents with respect to Restricted Stock Units,
such dividend equivalents may be credited or paid in the form of cash or Ordinary Shares or through
reinvestment in additional Restricted Stock Units or in such other manner as the Board of Directors may
determine in its sole discretion, and any such dividend equivalents shall be subject to the same conditions and
restrictions (including without limitation, any forfeiture conditions) as the Restricted Stock Units to which they
are attributable. Restricted Stock Units that do not vest do not give a right to any dividend paid or dividend
equivalent accumulated prior to the Vesting Date.
9. DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS
At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the
Restricted Stock Units vested under the Performance Based Plan provided that the conditions and criteria for
such vesting provided by Articles 5 and 6 above are met. However, Ordinary Shares may not be delivered in
fractional shares. Unless otherwise provided in an award agreement or grant letter, the number of Ordinary
Shares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided
however that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of
Ordinary Shares subject to the Grant.
If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares underlying the Restricted Stock
Units shall be completed the first Working Day following the end of the Vesting Period.
The Ordinary Shares that may be acquired under the Performance Based Plan will be held, during the Holding
Period (if any), in nominative form (nominatif pur) in an individual account opened in the name of the relevant
Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of 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 Holding
Period), the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as
they are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with.
Appendix C-14
In the event that, as a consequence of the Grant of Restricted Stock Units under the Performance Based Plan, the
Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social
security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to
forbid the delivery of the Ordinary Shares underlying the Restricted Stock Units on the Vesting Date until the
relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount
corresponding to these taxes, social costs, or social security taxes or contributions.
10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS
10.1Shares Available
Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares
underlying the Restricted Stock Units (including pursuant to any dividend equivalents) that may be delivered
under the Performance Based Plan shall not exceed the number of shares remaining available for issuance or
transfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the
shareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any
Restricted Stock Units granted in connection with a Grant under the Performance Based Plan (i.e., grants other
than options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share
underlying the Restricted Stock Unit granted in connection with such Grant (including Ordinary Shares relating to
dividend equivalents). Shares subject to the Performance Based Plan shall consist of authorized but unissued
Ordinary Shares, as well as existing Ordinary Shares.
In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the
unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the 2015
Performance Based Plan is still in force, again be available for future grant pursuant to the Time-Based Restricted
Stock Units Plan or the Performance Based Plan. Notwithstanding any provision of the Performance Based Plan
or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax
withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under
the Performance Based Plan.
10.2Individual Grant Limits
Unless otherwise determined by the Board of Directors, the following limits shall apply to the grant of a Grant
under the Performance Based Plan. Subject to adjustment as provided in Articles 11 and 12, no Beneficiary shall
be granted within any fiscal year of the Company a Grant of Restricted Stock Units under the Performance Based
Plan, the grant or vesting of which is based on the attainment of Performance Targets, for more than 1,000,000
Restricted Stock Units.
11. INTERMEDIARY OPERATIONS
Subject to Article 6.9, in the event of exchange of shares without any payment in cash (soulte) resulting from a
merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such
period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or
shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares
underlying Restricted Stock Units.
The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock
split completed in compliance with applicable regulations during the Holding Period (if any).
Appendix C-15
12. ADJUSTMENT
Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the
allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance
premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities,
including a preferential subscription right reserved to the shareholders or any other corporate transaction or
event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying the
Restricted Stock Units granted under the Performance Based Plan may be adjusted in order to take into account
said operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the
beneficiaries of stock options as per Article L. 225-181 and L. 228-99 of the French commercial code.
Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant
of Restricted Stock Units he or she benefited from, it being specified that the shares of the Company granted
pursuant to this adjustment shall be governed by the Performance Based Plan.
13. AMENDMENT TO THE 2015 PERFORMANCE PLAN
13.1Principle
The Performance Based Plan may be amended by the Board of Directors, provided that any such amendment
shall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules
of the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it
results in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to
comply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as
determined by the Board of Directors (or its delegate).
The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the
date of the decision to amend the Performance Based Plan made by the Board of Directors, or the written
consent of the Beneficiary, if required.
13.2Notice of the amendments
The affected Beneficiaries shall be notified of an amendment to the Performance Based Plan, by any reasonable
means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by
fax or by e-mail.
14. TAX AND SOCIAL RULES
The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law
in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs.
Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply
with in relation to the grant of the Restricted Stock Units.
15. MISCELLANEOUS
15.1Rights in relation to the capacity of employee
No provisions of the Performance Based Plan shall be construed as granting to the Beneficiary a right to have his
or her employment agreement with the Company or any of the companies of the Group maintained, or limiting
Appendix C-16
the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions
of the employment agreement of the Beneficiary.
15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant
Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Performance
Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter.
Nature of Grant. In accepting any Grant under the Performance Based Plan, the Beneficiary acknowledges that:
(a)the Performance Based Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by the Company at any time, unless
otherwise provided in the Performance Based Plan;
(b)the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock
Units , even if Restricted Stock Units have been granted repeatedly in the past;
(c)all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d)Beneficiary’s participation in the Performance Based Plan shall not create a right to further
employment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s
employment relationship at any time with or without cause unless otherwise required under local law;
(e)Beneficiary is voluntarily participating in the Performance Based Plan;
(f)the Restricted Stock Units are an extraordinary item that do not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of
Beneficiary’s employment contract, if any;
(g)the Restricted Stock Units are not part of normal or expected compensation or salary for any
purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of
service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no
event should be considered as compensation for, or relating in any way to, past services for the Company or the
Employer;
(h)in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted
to form an employment agreement or relationship with the Company; and furthermore, the grant will not be
interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company;
(i)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with
certainty;
(j)if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or
decrease;
(k)in consideration of the grant, no claim or entitlement to compensation or damages shall arise
from termination of the award of Restricted Stock Units or diminution in value of the award resulting from
termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and
Appendix C-17
the Beneficiary irrevocably releases the Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then,
by signing the Performance Based Plan, the Beneficiary shall be deemed irrevocably to have waived the
Beneficiary’s entitlement to pursue such claim; and
(l)unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s
employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the
Performance Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively
employed and will not be extended by any notice period mandated under the local law (e.g., active employment
would not include a period of “garden leave” or similar period pursuant to local law).
15.3Applicable law - Jurisdiction
The Performance Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its
performance shall be decided by the competent courts of the French Republic.
15.4Provisions Applicable to Beneficiaries Located outside of France
The attached Appendix applies to Beneficiaries located outside of France at the time of a relevant taxable event.
16. DATA PRIVACY
As part of the Performance Based Plan, the Company processes some personal data of the Beneficiary. For this
processing, the Company acts as the controller of this personal data and in accordance with the provisions of
Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil
Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the
meaning given to them pursuant to the Personal Data Regulation.
The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of
the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the
contract is to implement, administer and manage the Beneficiary's participation in the Performance Based Plan.
Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes
the following information: the Beneficiary's name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any shares or directorships held in
the Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested,
unvested or outstanding in Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data
could compromise the conclusion and performance of the contract concluded at the time of the Beneficiary's
acceptance of the Grant Letter.
The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors,
banking and financial organizations, on a need-to-know basis. These entities may be located outside the
European Union and in countries that have not been subject of an adequacy decision. If the recipients are located
in other countries that do not provide an adequate level of protection for personal data, the Company will take all
necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance
with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European
Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at
the following address: dpo@criteo.com.
Appendix C-18
In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access,
rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the
Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the
competent supervisory authority and to communicate to the Company instructions for the storage, deletion and
communication of its Data after its death.
In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to
in this clause. In any event, the Company will comply with the retention periods imposed by law.
17. ELECTRONIC DELIVERY
The Company may, in its sole discretion, decide to deliver any documents related to the 2015 Performance-Based
Restricted Stock Units Plan or future awards that may be granted under the 2015 Performance-Based Restricted
Stock Units Plan by electronic means or to request Beneficiary’s consent to participate in the 2015 Performance-
Based Restricted Stock Units Plan by electronic means. Beneficiary hereby consents to receive such documents
by electronic delivery and, if requested, to agree to participate in the 2015 Performance -Based Restricted Stock
Units Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.
18. SEVERABILITY
The provisions of this Performance Based Plan are severable and if any one or more provisions are determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding
and enforceable.
Appendix C-19
APPENDIX
TERMS AND CONDITIONS
This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides
outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them
in the 2015 Performance Based Restricted Stock Units Plan (the "Plan").
NOTIFICATIONS
This Appendix also includes information regarding exchange control and certain other issues of which the
Beneficiary should be aware with respect to his or her participation in the Performance Based Plan. The
information is based on the securities, exchange control and other laws in effect in the respective countries as of
March 2023. Such laws are often complex and change frequently. The Company therefore strongly recommends
that the Beneficiary not rely on the information in this Appendix as the only source of information relating to the
consequences of his or her participation in the Plan because such information may be outdated when the
Beneficiary vests in the Restricted Stock Units and/or sells any Ordinary Shares delivered pursuant to the award.
GENERAL PROVISIONS
Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the “Employer”) takes with respect
to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the
Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and
remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the
Restricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of
shares acquired pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the
terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for
Tax-Related Items.
Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or
the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all
applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the
Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted
Stock Units. Alternatively, or in addition, if permissible under local law, the Company may, (1) sell or arrange for
the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-
Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or
tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount and
further provided that any such withholding of shares shall be subject to advance approval by the Board of
Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally,
the Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or
the Employer may be required to withhold as a result of the Beneficiary’s participation in the Plan or the
Beneficiary’s vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The
Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock
Appendix C-20
Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as
described in this section.
For Tax Residents of the United States
Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or
transfer of which by the Company requires compliance with federal and state securities laws.
Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that
Beneficiary makes the representations contained in this section to the Company.
Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to
the rights and the value of these securities.
The intent of the parties is that payments and benefits under the Plan comply with, or be exempt from, Section
409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and,
accordingly, to the maximum extent permitted, the Plan and the Grant Letters thereunder shall be interpreted
and be administered to be in compliance therewith or exempt therefrom. In this regard, any payments or
benefits (including vesting tranches) described in the Plan and the Grant Letters thereunder that are due within
the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred
compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided
under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the
Code.
Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation
and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated
from service with the Company for purposes of the Plan and no payment or benefit shall be due to the Beneficiary
under the Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary
would be considered to have incurred a “separation from service” from the Company within the meaning of
Section 409A of the Code. Notwithstanding anything to the contrary in the Plan and the Grant Letters
thereunder, to the extent that any amounts are payable upon a separation from service and such payment would
result in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status
as a “specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any
other agreement of the Company, shall be made on the first business day after the date that is six (6) months
following such separation from service (or death, if earlier). Further notwithstanding anything to the contrary in
the Plan, to the extent required under Section 409A of the Code to make payment of an award upon a Change in
Control, the applicable transaction or event defined in Article 2 and described in Article 6.9 of the Plan must
qualify as a “change in control event” within the meaning of Section 409A of the Code and the regulations
promulgated thereunder, and if it does not, then unless otherwise specified in the applicable Grant Letter, any
Restricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally
specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier).
For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article
6.6 of the Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later than
60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock
Units are considered deferred compensation subject to Section 409A of the Code, any such Disability will be
within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any
Appendix C-21
Restricted Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified
Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier).
For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article
6.7 of the Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the date
of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year of
the Beneficiary’s death to the extent permitted by Section 409A of the Code.
The Company makes no representation that any or all of the payments described in the Plan and the Grant
Letters thereunder will be exempt from or comply with Section 409A of the Code and makes no undertaking to
preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible
for the payment of any taxes and penalties incurred under Section 409A.
The Company makes no representation as to the tax status of the Plan to the Beneficiary who should seek his or
her own tax advice.
For Israeli Tax Residents
Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident
member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment
pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961
("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The
designation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or
any committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved
Israeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions
applicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy
Israeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the
non-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance.
Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/
or other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to
the trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of
the Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli
Participants, in accordance with the provisions of Section 102 of the Ordinance. In the event the requirements for
Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to
Section 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the
provisions of Section 102.
With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant
shall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee
102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation,
stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any
shorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any
such sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall
be borne by such Approved Israeli Participant.
Appendix C-22
Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated
or issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are
satisfied that the full amounts of any Tax due have been paid or will be paid.
Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award
under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between
the Company and the 102 Trustee.
Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved
Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has
provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such
that if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the
Ordinance.
Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully
paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award
shall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and
all of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli
Participant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As
long as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee
on behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted
Stock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or
laws of descent and distribution.
With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be
deemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval
issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with
respect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the
Company and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102
Awards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee
102 Awards.
Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares
covered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the
Approved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company
and/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws,
rules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant
agrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and
from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved
Israeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any
Ordinary Shares to an Approved Israeli Participant until all required tax payments have been fully made.
Appendix C-23
Exhibit 1
Form of Grant Letter
[Beneficiary Name and Address]
[Date]
Letter delivered by electronic delivery
[Name of Beneficiary],
We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’
meeting held on June 13, 2023, the board of directors of Criteo S.A. (the “Company”), during its meeting held on
[ ] (the “Grant Date”), granted to you Restricted Stock Units of the Company, under the terms and conditions
provided for in Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and
Restated 2015 Performance Based Restricted Stock Units (the “2015 Performance Plan”). Capitalized terms that
are used but not defined herein shall have the meaning ascribed to such terms in the 2015 Performance Plan.
The Board granted to you [ ] ordinary shares of the Company (the “Shares”), with a par value of EUR
0.025 each (the “Grant”).
There is a period (the “Vesting Period”) at the end of which the Grant will become effective and final (i.e.,
the Shares will be delivered to you and be your property). The Shares may be acquired by you not earlier than
[ ] unless you shall cease to be an employee or officer of the Criteo group for any reason whatsoever during
the Vesting Period [(subject to the following paragraph)], and subject to the attainment of the following
performance goals: [ ].
[In the event (i) you cease to be an employee or officer of the Criteo group more than one year after the
Grant Date but prior to the First Vesting Date, and (ii) prior to the termination of your employment or term of
office, any of the Performance Targets set forth above are fully satisfied, you shall acquire, on the First Vesting
Date, only those Shares that correspond to the Performance Targets that were fully satisfied prior to the
termination of your employment or term of office. All other Shares will be automatically forfeited.]
In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the
date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date
of the request made by your beneficiaries in the framework of the inheritance. The request for the vesting of the
Shares shall be made within six (6) months from the date of death in compliance with Article L. 225-197-3 of the
French Commercial Code.
Neither the Performance-Based Plan nor this letter shall confer upon you any right to be retained in any
position, as an employee, consultant or director of the Company. Further, nothing in the Performance-Based Plan
or this letter shall be construed to limit the discretion of the Company to terminate your continuous service at any
time, with or without cause.
By acknowledging this Grant, you hereby acknowledge and agree that any Grant pursuant to the 2015
Performance Plan shall be subject to any applicable Company clawback policy, as adopted by the Company from
Appendix C-24
time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any
exchange on which the Company’s shares are listed at such time.
[To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be
subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance
with the requirements under Section 102 and any rules or regulations thereunder, including the execution of this
Grant Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the
requirements of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for
the favorable tax treatment under the Capital Gains Route. The Company makes no representations or
guarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or
responsible if favorable tax treatment is not available under Section 102. The Restricted Stock Units and the
Ordinary Shares issued upon vesting and/or any additional rights, as detailed above, including without limitation
any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that
may be granted in connection with the Restricted Stock Units (the “Additional Rights”) shall be issued to or
controlled by the 102 Trustee for your benefit under the provisions of the Capital Gains Route for at least the
period stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In
accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from
the 102 Trustee the Ordinary Shares or Additional Rights until the end of the 102 Holding Period.
Notwithstanding the above, if any such sale or transfer occurs before the end of the 102 Holding Period, the
sanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group
and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable laws, the rules,
and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the
Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any
and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to
the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/
or any member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to
deduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount
equal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the
Company, any member of the Group or the 102 Trustee any amount of taxes that the Company and/or any
member of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that
cannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if
you fail to comply with your obligations in connection with the taxes as described in this section. Any fees
associated with any vesting, sale, transfer or any act in relation to the Restricted Stock units and the Ordinary
Shares issued upon vesting, shall be borne by you. The 102 Trustee and/or the Company and/or any member of
the Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company
or any member of the Group or the 102 Trustee.
[Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file
a prospectus with respect to the Restricted Stock Units. If obtained copies of the Plan and Form S-8 registration
statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge
upon request from your local human resources department.]
In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge,
agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and
rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your
Restricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if
such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement
Appendix C-25
signed between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that
selling the Ordinary Shares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the
termination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the
relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with
any information required for the purpose of administering the Plan including executing their obligations
according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation
information about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact
details and identification number and acknowledge that the information might be shared with an administrator
who is located outside of Israel, where the level of protection of personal data is different than in Israel.]
The detailed terms of this Grant are described in the Performance Based Plan, a copy of which is
attached hereto. The 2015 Performance Plan is hereby incorporated by reference and made a part hereof, and
the Restricted Stock Units granted herein shall be subject to all terms and conditions of the Performance Based
Plan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the
provisions of the Performance Based Plan, the provisions of the Performance Based Plan shall govern.
Thank you for accepting the Grant by clicking on the acceptance button directly in your Equate
platform no later than 6 months from the date of notification by the Company of the availability online of the
Grant documentation; the documents being deemed to be received on the date of the electronic delivery.
Yours sincerely,
PRELIMINARY PROXY CARD DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
PRELIMINARY PROXY CARD DATED APRIL 28, 2026 - SUBJECT TO COMPLETION
FAQ
What is Criteo (CRTO) asking shareholders to vote on at the 2026 AGM?
Shareholders will vote on 22 resolutions including director renewals, approval of 2025 statutory and consolidated financial statements, shareholder advisory on executive compensation, authorizations for share buybacks and capital increases, equity plan grants, and a by‑law amendment related to general meetings.
How much share repurchase activity did Criteo complete in 2025 and what authorization was approved?
Criteo repurchased 5.4 million shares for $152 million in 2025. In February 2026 the Board increased the remaining buyback authorization to up to $200 million, as disclosed in the CEO letter and proxy materials.
When and where is Criteo's 2026 Annual General Meeting (AGM)?
The Annual General Meeting is scheduled for June 29, 2026 at 5:00 p.m. local time at 32 Rue Blanche, 75009 Paris, France. The ORD record date for voting is June 22, 2026 and the ADS record date is April 2, 2026.
How do ADS holders vote their underlying Ordinary Shares for the Criteo AGM?
ADS holders must instruct The Bank of New York Mellon (the Depositary) or their broker to vote; the Depositary set an ADS record date of April 2, 2026. Voting instructions must be received by the Depositary by 12:00 p.m. Eastern Time on June 23, 2026.
What strategic priorities does Criteo emphasize in the proxy CEO letter?
The CEO highlights a strategy to lead in commerce intelligence via AI‑driven decisioning, scaling Performance Media and Retail Media, investing in agentic AI use cases and integrations (including a Model Context Protocol), supported by Criteo’s commerce data foundation.