Form of Proxy

THE CONVERSION PROPOSAL: To consider and vote on a proposal to convert Criteo S.A., a French public limited liability company (French Criteo), without being dissolved, wound up or placed into liquidation, into a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (such entity, Lux Criteo and such transaction, the Conversion), thereby transferring its registered office (siège statutaire) and central administration (administration centrale) ...(due to space limits, see proxy material for full proposal)

THE CHARTER PROPOSAL: After having acknowledged the report prepared by our board of directors in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the proxy statement / prospectus) detailing the reasons for the proposal to authorize the board of directors of Lux Criteo to limit or withdraw the shareholders preferential subscription rights in respect of the issuance of any new shares from Lux Criteos authorized share capital, to consider and vote on a ...(due to space limits, see proxy material for full proposal)

THE AUDITOR PROPOSAL: To consider and vote on a proposal to appoint Deloitte Audit, a private limited liability company (société à responsabilité limitée), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory auditor (réviseur dentreprises agréé) of the Company, as of the Effective Time, for a mandate expiring at the second annual meeting of the Company following the Effective Time.

THE DELEGATION PROPOSAL: To consider and vote on a proposal to approve, authorize and empower our board of directors or any person duly appointed and authorized by our board of directors, acting individually with full power of substitution and full power of sub-delegation, in the name and on behalf of the Company, (i) for the purposes of the Constat Deed to be passed by the Luxembourg notary in the context of the Conversion, to confirm the following information to the Luxembourg notary ...(due to space limits, see proxy material for full proposal)

THE ADJOURNMENT PROPOSAL: To approve the adjournment or postponement of the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion Proposal, the Charter Proposal, the Auditor Proposal or the Delegation Proposal.