Criteo (CRTO) Proxy filing summary

Voting matters and shareholder proposals

• Renewal of four directors' terms is proposed, with board recommendation to vote in favor.

• Advisory vote on executive compensation is included.

• Approval of statutory and consolidated financial statements for fiscal year ended December 31, 2025 is on the agenda.

• Shareholders are asked to approve allocation of results for the fiscal year.

• Several authorizations for share buybacks, capital reductions, and share issuances are proposed, including green shoe and employee share plans.

Board of directors and corporate governance

• Proposals include renewal of terms for Michael Komasinski, Marie Lalleman, Ernst Teunissen, and Edmond Mesrobian as directors.

• Amendment to the by-laws to comply with updated French Commercial Code provisions is proposed.

Executive compensation and say-on-pay

• Non-binding advisory vote on compensation for named executive officers is included.