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Form of Proxy

CRITEO SA

Notes

No. Proposition For Against Abstain
1

Renew the term of office of Ms. Rachel Picard as Director.

2

Renew the term of office of Ms. Nathalie Balla as Director.

3

Renew the term of office of Mr. Frederik van der Kooi as Director.

4

Appoint Stefanie Jay as Director.

5

Ratify the interim appointment of Michael Komasinski as Director decided by the Board of Directors.

6

Nexbonis Advisory to continue as statutory auditor in lieu and place of RBB Advisors.

7

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

8

Approve the statutory financial statements for the fiscal year ended December 31, 2024.

9

Approve the consolidated financial statements for the fiscal year ended December 31, 2024.

10

Approve the allocation of results for the fiscal year ended December 31, 2024.

11

Approve the Indemnification Agreement entered into between the ...(due to space limits, see proxy material for full proposal).

12

Approve the Indemnification Agreement entered into between the ...(due to space limits, see proxy material for full proposal).

13

Approve the amendment and restatement of the Amended 2016 Stock Option Plan to extend its term.

14

Authorize the Board of Directors to execute a buyback of Company ...(due to space limits, see proxy material for full proposal).

15

Authorize the Board of Directors to reduce the Companys share ...(due to space limits, see proxy material for full proposal).

16

Authorize the Board of Directors to reduce the Companys share ...(due to space limits, see proxy material for full proposal).

17

Delegate authority to the Board of Directors to reduce the share ...(due to space limits, see proxy material for full proposal).

18

Approve the maximum number of shares that may be issued or ...(due to space limits, see proxy material for full proposal).

19

Delegate authority to the Board of Directors to increase the ...(due to space limits, see proxy material for full proposal).

20

Delegate authority to the Board of Directors to increase the ...(due to space limits, see proxy material for full proposal).

21

Delegate authority to the Board of Directors to increase the ...(due to space limits, see proxy material for full proposal).

22

Delegate authority to the Board of Directors to increase the ...(due to space limits, see proxy material for full proposal).

23

Delegate authority to the Board of Directors to increase the ...(due to space limits, see proxy material for full proposal).

24

Approve the overall limits pursuant to Resolution 19, Resolution 20, Resolution 21, Resolution 22 and Resolution 23 above.

25

Amend Article 12 of the by-laws of the Company entitled meeting of the Board of Directors in order to align with new provisions of the French Commercial Code.

26

Amend Article 19 of the by-laws of the Company relating to shareholders meetings in order to comply with new provisions of the French Commercial Code.

27

Amend Article 24 of the by-laws of the Company entitled Loss of one half of share capital in order to comply with the new provisions of Article L. 225-248 of the French Commercial Code.