Criteo SA

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. )

Letter to Our Shareholders

Dear Fellow Shareholders,

2023 was a critical year in our transformation journey. I am proud of our team’s hard work to realize our vision to be the AdTech partner of choice for Commerce Media. We successfully integrated our Iponweb acquisition and have positioned ourselves at the forefront of our industry with the only unified, AI- driven platform that directly connects advertisers with retailers and publishers to drive commerce on the open internet.

Executing our transformation to a Commerce Media powerhouse

Despite macroeconomic uncertainties and geopolitical tensions, we achieved double digit growth for the second consecutive year in 2023. Retail Media and Commerce Audiences each climbed to new highs, and Retargeting - in line with our vision - now represents less than 50% of our business. As we execute on our turnaround strategy, we maintain strong cost discipline as evidenced by our above target margin this year. This includes over $70 million in annualized cost savings while continuing to invest for growth.

We have built differentiated capabilities that position Criteo as the end-to-end platform of choice for Commerce Media. For example, we launched our first-of-its-kind, self-service Demand Side Platform (DSP), Commerce Max, which provides a single access point to buy premium Retail Media inventory on retailers’ sites and across open Internet inventory offsite with closed-loop measurement. We launched Commerce Grid, our Supply Side Platform (SSP), purpose-built for agencies and publishers looking to efficiently connect media and commerce programmatically. We also enhanced our retailer monetization suite, Commerce Yield, with our acquisition of Brandcrush, a provider of in-store monetization technology.

Importantly, we gained market share with $1.2 billion in activated media spend now flowing through our platform, up 36% year-over-year, bolstering our position as the leading Retail Media AdTech provider. We are partnering with 220 retailers and 2,600 brands globally, and our team continues to work hard to differentiate, deliver and drive scale.

Lastly, we celebrated the fifth anniversary of Criteo’s AI Lab, which has been instrumental in integrating cutting-edge AI into our platform. Our full-funnel targeting capabilities leverage our best-in-class AI and large-scale commerce data to optimize every touchpoint throughout the shopper journey.

Driving shareholder value

We are confident in our strategy and focused on delivering sustainable, profitable growth. We have a strong balance sheet and a disciplined and balanced capital allocation approach. Our capital allocation priorities are to invest in high-ROI organic opportunities and value-enhancing acquisitions, as well as returning capital to shareholders through our share buy-back program.

In 2023, we repurchased 4.3 million shares for $125 million, and we expect to return a record $150 million of capital to shareholders in 2024. This demonstrates our confidence in our business strategy, financial strength and our ongoing commitment to enhance shareholder value.

Building a sustainable future

Our commitment to diversity, equity and inclusion, and a sustainable planet are core to our strategy. In 2023, we aligned our climate goals with the Paris Agreement, and we became the first AdTech company to have its carbon reduction targets approved by the Science-Based Target initiative (SBTi).

We also converted our existing $450 million five-year revolving credit facility to a Sustainability-Linked Loan.

Looking ahead

We are well-positioned to deliver on our plans for growth, healthy profitability and strong cash generation to drive shareholder value in 2024 and beyond. We intend to provide an investor update on our Retail Media business in fall 2024 to discuss our progress and the compelling opportunities ahead of us. 2024 is also expected to be a dynamic year for advertising, as our industry transitions away from third-party cookies on Chrome. We are confident in our multi-pronged addressability strategy to future-proof our clients’ advertising performance.

On behalf of the Board of Directors and our senior leadership team, I would like to thank you for your confidence and continued trust in Criteo on this journey.

Sincerely,

Megan Clarken

Chief Executive Officer

Notice of 2024 Annual General Meeting of Shareholders

To Our Shareholders:

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 April 26, 2024. 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 21, 2024 (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 is in a civil union, (ii) at any time prior to June 21, 2024 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 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 8, 2024 (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

Rachel Picard

Chairwoman of the Board of Directors

Criteo S.A.

32 Rue Blanche

75009 Paris, France

PROXY STATEMENT

FOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 25, 2024

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 2024 Annual General Meeting of Shareholders (the “Annual General Meeting”). The Annual General Meeting will be held on June 25, 2024 at 2:00 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 April 26, 2024 to holders of our Ordinary Shares at 12:00 a.m. Paris time, on June 21, 2024 (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 8, 2024 (the “ADS Record Date”), each representing one Ordinary Share, nominal value €0.025 per share (“ADSs”).

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, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, including without limitation uncertainty regarding the timing and scope of proposed changes to and enhancements of the Chrome browser announced by Google, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion (including related to changes in a specific country's or region's political or economic conditions), the impact of competition, 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, the impact of consumer resistance to the collection and sharing of data, our ability to access data through third parties, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, 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 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, 2023, filed with the SEC on February 23, 2024, 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 rising 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.