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CRTO

Criteo S.A.

June 30, 2026 • Author: Phil Ratcliff • CRTO
Item Proposal Vote
1 renewal of the term of office of Mr. Michael Komasinski as Director ✗ Against
2 renewal of the term of office of Ms. Marie Lalleman as Director ✓ For
3 renewal of the term of office of Mr. Ernst Teunissen as Director ✓ For
4 renewal of 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 ✗ Against
6 approval of the statutory financial statements for the fiscal year ended December 31, 2025 ✓ For
7 approval of the consolidated financial statements for the fiscal year ended December 31, 2025 ✓ For
8 approval of the allocation of results for the fiscal year ended December 31, 2025 ✓ For
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) ✓ For
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 ✓ For
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 ✓ For
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 ✓ For
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 ✓ For
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 ✓ For
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) ✗ Against
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 ✓ For
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 ✓ For
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 ✓ For
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”) ✓ For
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 ✓ For
21 approval of the overall limits pursuant to Resolutions 16 to 20 above ✗ Against
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. ✓ For
Attachments
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CRTO_PROXY_STATEMENT.pdf 9.6 MB
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CRTO_ANNUAL_REPORT_2025.pdf 1.3 MB
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