Criteo (CRTO) Proxy filing summary

Executive summary

• Combined ordinary and extraordinary shareholders' meeting scheduled for June 29, 2026, at the registered office in Paris.

• Shareholders may access proxy materials and annual report online or request copies by email.

• Holders of ordinary shares as of June 22, 2026, are eligible to attend and vote.

• Voting can be done in person, by mail, or by proxy, with deadlines for proxy card requests and mail-in votes.

• Shareholders may submit questions in advance or during the meeting, with management addressing them at its discretion.

Voting matters and shareholder proposals

• Renewal of terms for four directors: Michael Komasinski, Marie Lalleman, Ernst Teunissen, and Edmond Mesrobian.

• Non-binding advisory vote on executive compensation.

• Approval of statutory and consolidated financial statements for fiscal year 2025.

• Approval of allocation of results for fiscal year 2025.

• Approval of related party indemnification agreement with Ms. Stefanie Jay.

• Authorization for stock buyback and related capital reduction measures.

• Authorization to grant stock options and RSUs to employees and officers, with limits on issuances.

• Delegations of authority to increase share capital through various means, with or without preferential subscription rights.

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

Board of directors and corporate governance

• Board recommends shareholders vote in accordance with its recommendations if voting by proxy.

• Frederik van der Kooi serves as Chairperson of the Board.