Criteo SA

1. 1

   Renew the term of office of Mr. Michael Komasinski as Director

   ManagementBoard: FOR

   Re-elect Michael Komasinski to the Board for a two-year term.

2. 2

   Renew the term of office of Ms. Marie Lalleman as Director

   ManagementBoard: FOR

   Re-elect Marie Lalleman to the Board for a two-year term.

3. 3

   Renew the term of office of Mr. Ernst Teunissen as Director

   ManagementBoard: FOR

   Re-elect Ernst Teunissen to the Board for a two-year term.

4. 4

   Renew the term of office of Mr. Edmond Mesrobian as Director

   ManagementBoard: FOR

   Re-elect Edmond Mesrobian to the Board for a two-year term.

5. 5

   Non-binding advisory vote to approve the compensation for the named executive officers

   ManagementBoard: FOR

   Say-on-pay advisory vote to approve NEO compensation disclosed in the proxy statement.

   More detail

   This is an annual, non-binding advisory 'say-on-pay' proposal requesting shareholder support for the compensation of named executive officers as described in the Compensation Discussion and Analysis and related tables. Management seeks endorsement of its pay philosophy — which emphasizes performance-based variable pay, a large equity component with PSUs and RSUs, and clawback and ownership guidelines — and points to alignment with peers, recent CEO recruitment and one-time retention adjustments, and payout outcomes in 2025 (near-target annual bonuses and PSU payouts). The Board recommends a FOR vote arguing the program incentivizes long-term value creation, retention, and alignment with shareholders, while noting governance safeguards (clawback, no single-trigger change-in-control payments, insider trading restrictions). Shareholders should weigh the board’s rationale, recent exceptional CEO adjustments (one-time RSU supplement and PSU modifications), and overall realized pay versus performance when evaluating this advisory item.

6. 6

   Approve the statutory financial statements for the fiscal year ended December 31, 2025

   ManagementBoard: FOR

   Approve Criteo S.A.’s 2025 French GAAP statutory financial statements.

7. 7

   Approve the consolidated financial statements for the fiscal year ended December 31, 2025

   ManagementBoard: FOR

   Approve the Group’s 2025 consolidated financial statements (IFRS).

8. 8

   Approve the allocation of results for the fiscal year ended December 31, 2025

   ManagementBoard: FOR

   Approve allocation of Criteo S.A.’s 2025 result (loss) to retained earnings.

9. 9

   Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay

   ManagementBoard: FOR

   Approve indemnification and liability insurance agreement with director Stefanie Jay under Articles L.225-38 et seq. of French Commercial Code.

   More detail

   Request asks shareholders under French related-party rules to approve an indemnification and D&O-liability insurance agreement the Board authorized for new director Stefanie Jay. Under French law such arrangements require shareholder ratification; the company says the agreement is in the form previously used for other directors and excludes coverage for willful misconduct, fraud, criminal acts and derivative claims. The Board/Oversight committees view this as customary and necessary to recruit and retain qualified directors in competition with U.S. peers.

10. 10

    Authorize the Board of Directors to execute a buyback of Company stock

    ManagementBoard: FOR

    Authorize share repurchases up to 10% of share capital for specified purposes (M&A consideration, employee plans, offers to shareholders), with price and aggregate USD cap set by independent expert.

    More detail

    Management seeks shareholder authority to repurchase up to 10% of outstanding shares (5% for M&A consideration) under French law for uses including M&A consideration, settlement of employee equity plans and offers to shareholders, within a price range ($10.40–$46.31) and an aggregate U.S. dollar cap (~$257.8 million) established with an independent expert. The Board argues this provides capital flexibility to execute acquisitions and to use treasury shares for employee awards, limiting dilution; program cannot be used during an unsolicited takeover and will be implemented subject to legal conditions and reporting. The proposal supersedes prior authorizations and is time-limited (12 months).

11. 11

    Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of buyback authorization

    ManagementBoard: FOR

    Authorize cancellation of repurchased shares (buyback) for capital reduction up to 10% of share capital in any 24-month period.

    More detail

    As a companion to the buyback authorization, management asks shareholders to empower the Board to cancel repurchased shares and reduce share capital (up to 10% of share capital in any 24-month period). This formal approval enables net reduction in share capital following repurchases, consistent with prior Board actions and French corporate procedures; time-limited and replaces prior similar authorization.

12. 12

    Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired pursuant to Article L.225-208

    ManagementBoard: FOR

    Authorize cancellation of shares acquired under Article L.225-208 (e.g., buybacks) and reduce share capital up to amount equal to 10% of share capital.

    More detail

    Shareholders are asked to allow the Board to cancel shares acquired under Article L.225-208 and reduce share capital by up to €139.15m (10% of capital as of 12/31/25). This lets the Company comply with the legal requirement to cancel treasury shares that are not allocated within statutory timeframes and replace a prior authorization; time-limited (12 months) and not available during a public tender offer.

13. 13

    Delegate authority to the Board to reduce share capital by buyback followed by cancellation

    ManagementBoard: FOR

    Authorize Board to repurchase up to ~20% of share capital with intent to cancel, effecting capital reduction up to €278.3m; sets maximum per-share price and aggregate cap.

Upcoming shareholder meetings at Criteo SA’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Criteo SA 2026 annual meeting?

Criteo SA (CRTO) holds its 2026 annual shareholder meeting on Monday, June 29, 2026.

What is the record date for the Criteo SA 2026 meeting?

The record date for the Criteo SA 2026 meeting is Monday, June 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Criteo SA's 2026 meeting?

The board is presenting 8 director nominees at the Criteo SA 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Criteo SA 2026 meeting?

Shareholders will vote on 13 proposals at the Criteo SA 2026 meeting, each tagged with who proposed it and the board's recommendation.