Criteo S.A.

Evaluation of Disclosure Controls and Procedures

Criteo carried out an evaluation as of December 31, 2025, under the supervision and with the participation of our

management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure

controls and procedures are controls and other procedures designed to reasonably assure that information required to be

disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed,

summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and

communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31,

2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide

reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that

such information is accumulated and communicated to our management, including our chief executive officer and chief

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as

such term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our

Board, the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this

assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our

management has concluded that the Company's internal control over financial reporting was effective as of December 31,

2025. The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been

audited by Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which

appears on page F-2 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025, that have materially

affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure

controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits

of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within Criteo have been detected.

These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can

occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of

compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be detected.