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Criteo S.A. | ||||||||
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![]() ![]() Letter to Our Shareholders | ![]() ![]() |
What: | Our | |||||||
When: | June | |||||||
Where: | 32 Rue Blanche, 75009 Paris, | |||||||
Why: | At this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will be asked to: | |||||||
Within the authority of the Ordinary Shareholders’ Meeting: | ||||||||
1. | Renew the term of office of Ms. | |||||||
2. | Renew the term of office of Ms. | |||||||
3. | Renew the term of office of Mr. | |||||||
4. | ||||||||
5. | ||||||||
6. | ||||||||
7. | Determine the amount of directors’ remuneration for 2023 and subsequent years; | |||||||
8. | Cast a non-binding advisory vote on the compensation for the named executive officers of the | |||||||
Approve the statutory financial statements for the fiscal year ended December 31, | ||||||||
10. | Approve the consolidated financial statements for the fiscal year ended December 31, | |||||||
11. | Approve the allocation of profits for the fiscal year ended December 31, | |||||||
12. | Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code; | |||||||
Within the authority of the Extraordinary Shareholders’ Meeting: | ||||||||
13. | Authorize the Board of Directors to reduce the Company’s share capital by cancelling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code; | |||||||
14. | Authorize the Board of Directors to reduce the Company’s share capital by cancelling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code; | |||||||
15. | Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock; | |||||||
16. | ||||||||
17. | Authorize the Company to grant time-based | |||||||
20. | Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase without shareholders’ preferential subscription rights to a category of persons meeting predetermined criteria (underwritten offering); |
21. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital through a public offering referred to in paragraph 1* of article L. 411-2 of the French Monetary and Financial Code, without shareholders’ preferential subscription rights; | |||||||
22. | Delegate authority to the Board of Directors to authorize over-allotment for issuances pursuant to | |||||||
Delegate authority to the Board of Directors to increase the Company’s share capital through incorporation of premiums, reserves, profits or any other amounts that may be capitalized; | ||||||||
24. | Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise); | |||||||
Rachel Picard | ||
Chairwoman of the Board of Directors | ||
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | ||||||||
RESOLUTIONS 1 TO | ||||||||
Annex C-1 | ||||||||
Within the | ||||||||
Renew the term of office of | ||||||||
Renew the term of office of | ||||||||
Renew the term of office of | ||||||||
5 | Appointment of | |||||||
7 | Determination of the | amount of directors’ remuneration for 2023 and subsequent years; | ||||||
Non-binding | Company; | |||||||
2022; | ||||||||
2022; | ||||||||
2022; | ||||||||
Within the authority of the Extraordinary Shareholders’ |
17 | Authorization to be given to the Board of Directors to grant time-based restricted stock units (“Time-Based RSUs”) to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, without shareholders' preferential subscription right; | |||||||
18 | Authorization to be given to the Board of Directors to grant performance-based restricted stock units ("Performance-Based RSUs") to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code from time to time, pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, without shareholders' preferential subscription right; | |||||||
19 | Approval of the maximum number of shares that may be issued or acquired pursuant to | Company and employees of its subsidiaries) and resolution 18 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries); | ||||||
23 | Delegation of authority to the Board of Directors to increase the Company’s share capital through incorporation of premiums, reserves, profits or any other amounts that may be capitalized; |
Delegation of authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan | ||||||||
26 | Amendment of Article | |||||||
by-laws. |
Board Member / Nominee | Technology | Corporate Finance and Accounting | Public Company Board | Leadership (CEO / Business Unit) | Global Business Operations | Strategy / Business Transformation | M&A | Marketing | Cyber-security | ||||||||||||||||||||||||||
Nathalie Balla | x | x | x | x | x | x | x | x | |||||||||||||||||||||||||||
Megan Clarken | x | x | x | x | x | x | |||||||||||||||||||||||||||||
Marie Lalleman | x | x | x | x | x | x | |||||||||||||||||||||||||||||
Edmond Mesrobian | x | x | x | x | x | x | |||||||||||||||||||||||||||||
Hubert de Pesquidoux | x | x | x | x | x | x | x | ||||||||||||||||||||||||||||
Rachel Picard | x | x | x | x | x | x | x | ||||||||||||||||||||||||||||
Frederik van der Kooi | x | x | x | x | x | x | |||||||||||||||||||||||||||||
James Warner | x | x | x | x | x | x |
Our Corporate Governance Documents | ||||||||||||||
•By-laws | •Human Rights Policy | |||||||||||||
•Code of Business Conduct & Ethics | •Global Disability Policy | |||||||||||||
•Corporate Governance Guidelines and Board Charter | •Diversity, Equity, and Inclusion Policy | |||||||||||||
•Third Party Code of Conduct | •Compensation Committee Charter | |||||||||||||
•Executive Share Ownership Guidelines | •Audit Committee Charter | |||||||||||||
•Non-Employee Director Share Ownership Guidelines | •Nomination and Corporate Governance Committee Charter | |||||||||||||
•Anti-Corruption Policy | ||||||||||||||
These documents are available on our website at http://criteo.investorroom.com under “Governance Documents.” |
Board Diversity Matrix (As of April 8, 2022) | ||||||||||||||
Total Number of Directors | 7 | |||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 3 | 3 | 1 | |||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | ||||||||||||||
Alaskan Native or Native American | ||||||||||||||
Asian | ||||||||||||||
Hispanic or Latinx | ||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||
White | 3 | 2 | ||||||||||||
Two or more Races or Ethnicities | ||||||||||||||
LGBTQ+ | 1 | |||||||||||||
Did Not Disclose Demographic Background | 1 |
Board Diversity Matrix (As of April 6, 2023) | ||||||||||||||
Total Number of Directors | 7 | |||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 3 | 3 | 1 | |||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | ||||||||||||||
Alaskan Native or Native American | ||||||||||||||
Asian | ||||||||||||||
Hispanic or Latinx | ||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||
White | 3 | 2 | ||||||||||||
Two or more Races or Ethnicities | ||||||||||||||
LGBTQ+ | 1 | |||||||||||||
Did Not Disclose Demographic Background | 1 |
Culture and Talent Acquisition | Attracting and retaining top talent is a key objective at | |||||||||||||
Learning and Development | We strive to provide exceptional training opportunities and development programs for our | |||||||||||||
Diversity, Equity and Inclusion | As a global technology company, we believe that a diverse and inclusive culture is the cornerstone for driving creative collaboration and sustainable change across the industry. We are proud that our employees can be themselves at work and we value diversity in the | |||||||||||||
Health, Safety and Wellness | Employee health and | |||||||||||||
Total Rewards | We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek fairness in total compensation and consider external comparisons, internal comparisons and the relationship between management and non-management compensation. Our total compensation package includes base pay, bonuses, equity awards, 401(k) plan, healthcare and insurance benefits, flexible spending accounts, paid time off, family leave and employee assistance programs among many others. |
Name | Name | Age | Current Position | Director Since | Term Expiration Year | Name | Age | Current Position | Director Since | Term Expiration Year | ||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | 55 | Director | 2020 | 2022 | Megan Clarken | 56 | Director | 2020 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
Nathalie Balla(1) | 54 | Director | 2017 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nathalie Balla(1) | Nathalie Balla(1) | 55 | Director | 2017 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Frederik van der Kooi | Frederik van der Kooi | 56 | Nominee for Director | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Marie Lalleman (2) | Marie Lalleman (2) | 57 | Director | 2019 | 2022 | Marie Lalleman (2) | 58 | Director | 2019 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
Edmond Mesrobian(3) | Edmond Mesrobian(3) | 61 | Director | 2017 | 2022 | Edmond Mesrobian (3) | 62 | Director | 2017 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
Hubert de Pesquidoux(1) | 56 | Director | 2012 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hubert de Pesquidoux(1) | Hubert de Pesquidoux(1) | 57 | Director | 2012 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Rachel Picard(2)(3) | Rachel Picard(2)(3) | 55 | Chairwoman | 2017 | 2023 | Rachel Picard (2)(3) | 56 | Chairwoman | 2017 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
James Warner(1)(2)(3) | James Warner(1)(2)(3) | 68 | Vice-Chairman | 2013 | 2022 | James Warner (1)(2)(3) | 69 | Vice-Chairman | 2013 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1) | (1) | Member of the audit committee. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | (2) | Member of the nomination and corporate governance committee. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | (3) | Member of the compensation committee. |
Name | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||||||||||||||||
Nathalie Balla(3) | Nathalie Balla(3) | 251,775 | — | 36,958 | 288,733 | Nathalie Balla(3) | 254,500 | — | 37,358 | 291,858 | ||||||||||||||||||||||||||||||||||||
Edmond Mesrobian | 257,770 | — | 37,838 | 295,608 | ||||||||||||||||||||||||||||||||||||||||||
Marie Lalleman(4) | Marie Lalleman(4) | 243,400 | — | 104,314 | 347,714 | |||||||||||||||||||||||||||||||||||||||||
Edmond Mesrobian(5) | Edmond Mesrobian(5) | 257,770 | — | 37,838 | 295,608 | |||||||||||||||||||||||||||||||||||||||||
Hubert de Pesquidoux | Hubert de Pesquidoux | 265,400 | — | 38,958 | 304,358 | Hubert de Pesquidoux | 254,500 | — | 37,358 | 291,858 | ||||||||||||||||||||||||||||||||||||
Rachel Picard | Rachel Picard | 407,359 | — | 161,438 | 568,797 | Rachel Picard | 404,337 | — | 155,215 | 559,552 | ||||||||||||||||||||||||||||||||||||
James Warner | James Warner | 344,612 | — | 50,585 | 395,197 | James Warner | 344,612 | — | 50,585 | 395,197 | ||||||||||||||||||||||||||||||||||||
Marie Lalleman(4) | 240,250 | — | 102,964 | 343,214 |
(1) | These amounts include cash |
The amounts reported in the “All Other Compensation” column reflect gross-ups to the net cash amounts paid to the directors on account of withholding taxes in the total amount of | ||||||||
(3) | The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = | |||||||
(4) | The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = | |||||||
(5) | The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $6,250 for his participation in Audit Committee meetings due to his expertise in matters of cybersecurity. |
Compensation Element | Director Compensation | |||||||
Annual cash remuneration(1) | $50,000 | |||||||
Annual equity award - Chairwoman (2)(3) | $ | |||||||
Annual equity award - Vice-chair(2)(3) | $250,000 in shares purchased on the open market that are subject to a | |||||||
$200,000 in shares purchased on the open market that are subject to a | ||||||||
Committee membership remuneration(1) | $12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee | |||||||
Committee Chair remuneration(1) | $25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee | |||||||
New director equity award (one-time grant)(2)(4) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Chairwoman remuneration | $45,000(5), as well as certain insurance benefits including healthcare insurance for the chairwoman, her spouse and children, and life and disability insurance for the chairwoman only | |||||||
Vice chairman remuneration | $20,000 | |||||||
(1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such | ||||||||
(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a | ||||||||
(3) Directors do not receive the annual equity attendance remuneration for the year that they join the Board of Directors. | ||||||||
(4) Prorated for directors who join during the year. | ||||||||
(5) Such amount is equivalent to €36,810. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = 1.2225, which represents the exchange rate published by the Banque de France on February 25, 2021. |
Name | Age | Position(s) | ||||||
Megan Clarken | Chief Executive Officer | |||||||
Sarah Glickman | Chief Financial Officer | |||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer |
Megan Clarken | Chief Executive Officer (principal executive officer) | |||||||
Sarah Glickman | Chief Financial Officer (principal financial officer) | |||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer |
What We Do | What We Don’t Do | |||||||
ü Clawback policy allows recoupment of incentive compensation paid to executive officers if our financial statements are the subject of a restatement or in the event of misconduct ü Performance-based equity incentives with long-term vesting requirements ü Performance-based annual incentive bonus ü ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences ü Four-year equity award vesting periods, including a ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Maintain non-employee director share ownership requirement guidelines | û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits ûNo employment agreements with executive officers that contain guaranteed salary increases or equity compensation rights ûNo discounted stock options or option re-pricings without shareholder approval ûNo payment or accrual of dividends on unvested stock options, PSU or RSU awards |
Blackbaud | ||||||||
Box | ||||||||
Cars.com | ||||||||
Commvault Systems | ||||||||
Cornerstone OnDemand |
Auto Trader Group | ||||||||
Cimpress | ||||||||
Trivago N.V. |
Name | Name | Position | 2021 Base Salary (USD) | 2020 Base Salary (USD) | Explanatory Notes | Name | Position | 2022 Base Salary (USD) | 2021 Base Salary (USD) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | Chief Executive Officer | $650,000 | $650,000 | The Compensation Committee reviewed Ms. Clarken’s salary and determined that it would remain unchanged for 2021. Ms. Clarken’s remuneration is solely for her role as Chief Executive Officer of Criteo Corp. | Megan Clarken | Chief Executive Officer | $650,000 | $650,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | Sarah Glickman | Chief Financial Officer | $450,000 | $450,000 | Ms. Glickman began serving as our Chief Financial Officer on September 8, 2020. The amounts shown with respect to 2020 reflect the annual salary she would have received if she had served for the entirety of 2020. Ms. Glickman’s salary was not changed in 2021. | Sarah Glickman | Chief Financial Officer | $465,000 | $450,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | Ryan Damon | Chief Legal and Corporate Affairs Officer | $427,000 | $424,043 | Upon review by the Compensation Committee, there was no change to Mr. Damon’s base salary for 2021. The amount shown with respect to 2020 reflects the compensation Mr. Damon received due to proration of the effective date April 2020, based on an annual base salary of $427,000. | Ryan Damon | Chief Legal and Corporate Affairs Officer | $440,000 | $427,000 |
2021 Contribution ex-TAC* ($ millions) | 2022 Contribution ex-TAC Targets* | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
913.3 | 949 | 3.9% | 1,020 | 11.7% | 1,091 | 19.5% | 1,127 | 23.4% |
2021 Adjusted EBITDA ($ millions) | 2022 Adjusted EBITDA Targets | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
322.5 | 301 | (6.7)% | 342 | 6.0% | 383 | 15.8% | 407 | 26.2% |
Payout Scale | ||||||||||||||||||||||||||||||||||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Growth | Bonus Factor Achievement | Plan Payout (Percent of Target) | Board Approved Payout (Percent of Target) | ||||||||||||||||||||||||||||||||||||||||
2022 Contribution ex-TAC* | 40% | $949 million | $1,020 million | $1,091 million | ≥$1,127 million | $990 million* | 10.9% | 78.9% | 31.6% | 20% | ||||||||||||||||||||||||||||||||||||||||
2022 Adjusted EBITDA* | 40% | $301 million | $342 million | $383 million | ≥$407 million | $290 million | -17.2% | 0% | 0% | 0% |
Payout Scale | ||||||||||||||||||||||||||||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 110% | 150% | 200% | Actual | |||||||||||||||||||||||||||||||||||||
2021 Contribution ex-TAC growth at constant currency | 40% | -5.3% | 1.82% | 4.8% | 8.9% | ≥16.1% | 10.9% | |||||||||||||||||||||||||||||||||||||
2021 Adjusted EBITDA on an absolute and constant currency basis | 40% | $204 million | $255 million | $283 million | $306 million | ≥$331.5 million | $318.9 million | |||||||||||||||||||||||||||||||||||||
Name | Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement (80%) | Qualitative Goals Achievement (20%) | Funding Multiplier as % of Target | Actual Payout Amount | Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement(% of Target) | Qualitative Goals Achievement(% of Target) | Total Bonus Achievement (% of Target) | Actual Payout Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | 100% | $650,000 | 169% | 125% | 160% | $1,040,000 | Megan Clarken | 100% | $650,000 | 20% | 25% | 45% | $292,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | Sarah Glickman | 75% | $337,500 | 169% | 110% | 157% | $529,875 | Sarah Glickman | 75% | $348,750 | 20% | 30% | 50% | $174,375 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | Ryan Damon | 60%(1) | 256,221 | 169% | 135% | 162% | $415,078 | Ryan Damon | 65% | $286,000 | 20% | 25% | 45% | $128,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Mr. Damon’s target bonus as a percentage of base salary was increased to 60% in 2021 from 50% in 2020. |
Total Value of Equity Awards in 2021 (in thousands) | |||||||||||||||||
Name | Shares Issuable Upon Exercise of Stock Options Granted in 2021 | Shares Issuable Upon Vesting of PSUs Granted in 2021(1) | Shares Issuable Upon Vesting of RSUs Granted in 2021 | Targeted | Actual(3) | ||||||||||||
Megan Clarken | – | 110,200 | 110,200 | $5,393 | $7,815 | ||||||||||||
Ryan Damon | – | 25,747 | 25,748 | $1,260 | $1,826 | ||||||||||||
Sarah Glickman | – | –(2) | –(2) | – | – | ||||||||||||
(1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers. As set forth in the section below, 100% of Ms. Clarken’s and Mr. Damon’s 2021 PSU awards were earned based on achievement of relevant 2021 financial goals. | |||||||||||||||||
(2) Ms. Glickman did not receive any equity grants in 2021 due to her receipt of an initial inducement grant of 110,327 RSU and 110,327 PSU when she joined the Company in late 2020. 100% of Ms. Glickman’s 2020 PSU awards were earned, as determined by the Board of Directors in early 2022 based upon the attainment of the 2021 financial goals. Please see “—Performance Conditions and Vesting of PSU Grants” below for further information on Ms. Glickman’s 2020 PSU awards. | |||||||||||||||||
(3) The grant date value of the shares awarded are approximately 45% greater than the targeted value expressed in cash due to a difference in the 30-day stock price average used for conversion ($24.47) of cash to the number of shares, in accordance with the Company's standard grant practices, and the actual price of our Ordinary Shares on the grant date ($35.46). Going forward, the Board of Directors determined as of April 27, 2021 to standardize the pricing policy for all equity grants to an average of 20-trading-day closing price calculated on date of determination, the date of determination being five (5) trading days prior to the date on which the Board of Directors grants the equity award, provided that the fair market value should not be less or more than 10% of the closing price on the date of determination of the number of shares. |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (At Maximum)(1) | Shares Issuable Upon Vesting of RSUs Granted in 2022 | ||||||||||||
Megan Clarken | 140,239 | 93,492 | ||||||||||||
Sarah Glickman | 55,212 | 36,808 | ||||||||||||
Ryan Damon | 35,336 | 23,557 | ||||||||||||
(1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers, which represents the maximum possible achievement at 150% of target. As set forth in the section below, 67% of target of Ms. Clarken's, Mr. Damon's, and Ms. Glickman's 2022 PSU awards were earned. |
Potential Percentage of PSUs Earned(1)(2) | ||||||||
<$ | 0% | |||||||
$949 million | 50% (Threshold) | |||||||
100% (Target) | ||||||||
$1,091 million | ||||||||
(1) Achievement is linear for Contribution Ex-TAC between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions metric below will be added to Contribution Ex-TAC to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at |
Potential Percentage of PSUs Earned(1) | ||||||||
<$ | ||||||||
$ | ||||||||
$150 million | 100% (Target) | |||||||
$195 million | 150% (Max) | |||||||
(1) Achievement is linear for Free Cash Flow between tranches, and paid to one decimal point. Achievements |
Potential Percentage of PSUs Earned(1)(2) | ||||||||||||||
<$ | 0% | |||||||||||||
$321 million | 50% (Threshold) | |||||||||||||
$357 million | 100% (Target) | |||||||||||||
$411 million | ||||||||||||||
(1) Achievement is linear for Contribution Ex-TAC Non-retargeting Solutions between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions will be added to the Contribution Ex-TAC metric above to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at |
Performance Measure | Portion of Award Subject to Vesting | Threshold (1/3 of Portion | Target (2/3 of Portion) | Stretch (Entire Portion) | Actual Results | Plan Payout (By Portion) | Board Approved Payout | ||||||||||||||||
2022 Contribution ex-TAC | 33.33% | $949 million | $1,020 million | $1,127 million | $990 million | 26% | 16.7% | ||||||||||||||||
2022 Free Cash Flow | 33.33% | $122 million | $150 million | $195 million | $200 million | 50% | 33.33% | ||||||||||||||||
2022 Contribution ex-TAC Non-Retargeting Solutions | 33.33% | $321 million | $357 million | $411 million | $356 million | 33% | 16.7% | ||||||||||||||||
Total Payout of Entire Award | 109% | 67% |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (at Max) | Board Approved "Earned" Component | PSUs Actually Awarded / Earned | ||||||||||||||
Megan Clarken | 140,239 | 67% of Target | 62,640 | ||||||||||||||
Sarah Glickman | 55,212 | 24,661 | |||||||||||||||
Ryan Damon | 35,336 | 15,783 | |||||||||||||||
Name | Name | Ordinary Shares and ADSs (1) | Securities underlying option awards (2) | Securities underlying RSU and PSU awards (3) | Total | Name | Ordinary Shares and ADSs (1) | Securities underlying option awards (2) | Securities underlying RSU and PSU awards (3) | Total | ||||||||||||||||||
Megan Clarken | Megan Clarken | 49,985 | 195,371 | 516,828 | 762,184 | Megan Clarken | 41,406 | 195,371 | 580,136 | 816,913 | ||||||||||||||||||
Sarah Glickman | Sarah Glickman | — | 312,674 | 312,674 | Sarah Glickman | 64,730 | — | 274,505 | 339,235 | |||||||||||||||||||
Ryan Damon | Ryan Damon | 44,380 | 16,845 | 158,292 | 219,517 | Ryan Damon | 46,039 | 16,845 | 164,358 | 227,242 | ||||||||||||||||||
Total for all named executive officers: | 1,383,390 | |||||||||||||||||||||||||||
Total for all named executive officers: | 1,294,375 | |||||||||||||||||||||||||||
(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | (1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | (1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | ||||||||||||||||||||||||||
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2021, please see “Compensation Tables—Outstanding Equity Awards at 2021 Fiscal Year End.” | ||||||||||||||||||||||||||||
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2021, please see “Compensation Tables—Outstanding Equity Awards at 2020 Fiscal Year End.” For more information applicable to PSU awards, please see “—Long-Term Incentive Compensation.” | ||||||||||||||||||||||||||||
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” | (2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” | |||||||||||||||||||||||||||
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” For more information applicable to PSU awards, please see “—Long-Term Incentive Compensation.” | (3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” For more information applicable to PSU awards, please see “—Long-Term Incentive Compensation.” |
Name and Principal Position | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(4)(5)(6) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(4)(5)(6) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | 2021 | 650,000 | — | 7,815,000 | — | 1,040,000 | 68,644 | 9,573,644 | Megan Clarken | 2022 | 650,000 | — | 6,075,000 | — | 292,500 | 46,202 | 7,063,702 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | Chief Executive Officer | 2020 | 650,000 | — | — | — | 663,000 | 126,900 | 1,439,900 | Chief Executive Officer | 2021 | 650,000 | — | 7,815,000 | — | 1,040,000 | 68,644 | 9,573,644 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2019 | 65,890.41 (3) | 300,000 (3) | 2,514,156 | 2,429,699 | 65,890 | 75,000 | 5,084,745 | 2020 | 650,000 | — | — | — | 663,000 | 126,900 | 1,439,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman (1) | Sarah Glickman (1) | 2021 | 450,000 | — | — | 529,875 | 11,400 | 991,275 | Sarah Glickman (1) | 2022 | 461,000 | — | 2,392,000 | — | 174,375 | 11,400 | 3,038,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | Chief Financial Officer | 2020 | 141,393 (3) | 100,000 (3) | 3,051,645 | — | 106,045 | 2,250 | 3,401,333 | Chief Financial Officer | 2021 | 450,000 | — | — | 529,875 | 11,400 | 991,275 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 141,393 (3) | 100,000 | 3,051,645 | — | 106,045 | 2,250 | 3,401,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | Ryan Damon | 2021 | 427,000 | — | 1,826,000 | — | 415,078 | 99,868 | 2,767,946 | Ryan Damon | 2022 | 437,000 | — | 1,531,000 | — | 128,700 | 10,739 | 2,107,439 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Legal and Corporate | 2020 | 424,043 | — | 1,008,685 | — | 216,262 | 140,846 | 1,789,836 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Affairs Officer | 2019 | 415,000 | — | — | — | 164,838 | 139,190 | 719,028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Legal | Chief Legal | 2021 | 427,000 | — | 1,826,000 | — | 415,078 | 99,868 | 2,767,946 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
and Corporate Affairs Officer | and Corporate Affairs Officer | 2020 | 424,043 | — | 1,008,685 | — | 216,262 | 140,846 | 1,789,836 |
Date | Euro to U.S. Dollar Conversion Rate | ||||
12/31/21 | 1.1326 | ||||
12/31/20 | 1.1421 | ||||
Named Executive Officer | Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)(c) | Mobility Benefits ($)(d) | Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)I | Tax Assistance | ||||||||||||||||||
Megan Clarken | Megan Clarken | — | 11,400 | 1,953 | 55,291 | Megan Clarken | — | 11,400 | 3,244 | 31,558 | ||||||||||||||||||
Sarah Glickman | Sarah Glickman | — | 11,400 | — | Sarah Glickman | — | 11,400 | — | ||||||||||||||||||||
Ryan Damon | Ryan Damon | — | 3,563 | 33,950 | 62,355 | Ryan Damon | — | 0 | 1,564 | 9,175 |
Name | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | — | 325,000 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | Megan Clarken | — | 325,000 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/2021 | — | — | — | — | 110,200 | 110,200 | — | — | 3,907,692 | 2/24/2022 | — | — | — | 46,746 | 93,492 | 140,239 | — | — | 3,796,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/2021 | — | — | — | — | — | — | 110,200 | — | — | 3,907,692 | 2/24/2022 | — | — | — | — | — | — | 93,492 | — | — | 3,796,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | Sarah Glickman | — | 168,750 | 337,500 | 675,000 | — | — | — | — | — | — | — | Sarah Glickman | — | 168,750 | 337,500 | 675,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | — | — | — | — | 2/24/2022 | — | — | — | 12,269 | 24,538 | 55,212 | — | — | — | 1,494,865 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 36,808 | — | — | 1,494,865 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | Ryan Damon | — | 128,100 | 256,200 | 512,400 | — | — | — | — | — | — | — | Ryan Damon | — | 128,100 | 256,200 | 512,400 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/2021 | — | — | — | — | 25,747 | 25,747 | — | — | — | 912,989 | 2/24/2022 | — | — | — | 7,852 | 15,704 | 35,336 | — | — | — | 956,717 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/2021 | — | — | — | — | — | — | 25,748 | — | — | 913,024 | 2/24/2022 | — | — | — | — | — | — | 23,557 | — | — | 956,717 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 12/11/19 | 28,992 | 195,371 | — | 17.54 | 12/11/29 | 62,697 | 2,437,032 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/21 | 110,200 | 4,283,474 | 110,200 | 4,283,474 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | 10/23/20 | — | — | — | — | — | 110,327 | 4,288,410 | 110,327 | 4,288,410 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 10/25/18 | 4,564 | 16,845 | — | 20.48 | 10/25/28 | 4,688 | 182,222 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
3/3/20 | — | — | — | — | — | 21,608 | 839,903 | 21,608 | 839,903 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2/25/21 | — | — | — | — | — | 25,748 | 1,000,825 | 25,747 | 1,000,786 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 12/11/19 | 101,507 | 93,864 | 16.61 | 12/11/29 | 35,826 | 933,626 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 110,200 | 2,871,812 | 110,200 | 2,871,812 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 93,492 | 2,436,402 | 140,239 | 3,654,629 | ||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | 10/23/20 | — | — | — | — | 55,163 | 1,437,548 | 55,163 | 1,437,548 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 36,808 | 959,217 | 55,212 | 1,438,825 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 10/25/18 | 16,845 | — | 19.84 | 10/25/28 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
03/03/20 | — | — | — | — | 13,504 | 351,914 | 13,504 | 351,914 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 25,748 | 670,993 | 25,747 | 670,967 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 23,557 | 613,895 | 35,336 | 920,856 | ||||||||||||||||||||||||||||||||||||||||||||||||
Date | Euro to U.S. Dollar Conversion Rate | |||||||
10/25/18 | 1.1389 | |||||||
12/11/19 | 1.1077 | |||||||
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||
Megan Clarken | 180,096 | 7,098,430 | 71,654 | 2,936,381 | ||||||||||||||||||||||
Sarah Glickman | — | — | — | — | ||||||||||||||||||||||
Ryan Damon | 48,655 | 1,899,631 | 6,250 | 207,071 |
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||
Megan Clarken | — | — | 90 | 2,384 | ||||||||||||||||||||||
— | — | 8,667 | 229,589 | |||||||||||||||||||||||
— | — | 90 | 2,623 | |||||||||||||||||||||||
— | — | 8,667 | 252,556 | |||||||||||||||||||||||
— | — | 90 | 2,115 | |||||||||||||||||||||||
— | — | 8,667 | 203,675 | |||||||||||||||||||||||
— | — | 90 | 2,254 | |||||||||||||||||||||||
— | — | 8,667 | 217,022 | |||||||||||||||||||||||
Sarah Glickman | — | — | 55,164 | 1,463,501 | ||||||||||||||||||||||
— | — | 55,164 | 1,463,501 | |||||||||||||||||||||||
Ryan Damon | — | — | 2,701 | 72,657 | ||||||||||||||||||||||
— | — | 2,701 | 72,657 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 1,562 | 36,973 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 1,573 | 40,017 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 1,562 | 51,468 |
POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Termination Without Cause | Termination Without Cause or Resignation by the Executive With Change of Control | Termination Without Cause | Termination Without Cause or Resignation by the Executive With Change of Control | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Name | Severance Pay ($) | Accelerated Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | Name | Severance Pay ($) | Accelerated Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | ||||||||||||||||||||||||||||||||||||||||
Megan Clarken | Megan Clarken | 1,300,000 | 3,534,371 | 19,967 | 4,854,338 | 1,300,000 | 15,171,244 | 19,967 | 16,491,211 | Megan Clarken | 1,300,000 | 6,487,335 | 19,967 | 7,807,302 | 1,300,000 | 12,437,067 | 19,967 | 13,757,034 | ||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | Sarah Glickman | 393,750 | — | 28,921 | 422,671 | 787,500 | 8,576,821 | 28,921 | 9,393,242 | Sarah Glickman | 406,875 | - | 14,461 | 421,336 | 406,875 | 4,793,529 | 14,461 | 5,214,865 | ||||||||||||||||||||||||||||||||||||||||
Ryan Damon | Ryan Damon | 341,628 | — | 28,921 | 370,549 | 683,256 | 4,173,419 | 28,921 | 4,885,596 | Ryan Damon | 363,000 | 964,552 | 28,922 | 1,356,474 | 726,000 | 3,273,605 | 28,922 | 4,028,527 |
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||
Summary | Average Summary | Average | Peer Group | |||||||||||||||||||||||
Compensation | Compensation | Compensation | Compensation | Total | Total | |||||||||||||||||||||
Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Adjusted | |||||||||||||||||||
Year | for PEO | to PEO | for non-PEO NEOs | to non-PEO NEOs | Return | Return | Net Income | EBITDA ($ millions) | ||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
2022 | $7,063,702 | $109,157 | $2,573,107 | -$84,334 | $150.38 | $79.37 | $8,952 | $267 | ||||||||||||||||||
2021 | $9,573,644 | $17,678,710 | $1,879,611 | $5,097,357 | $224.29 | $152.38 | $134,456 | $323 | ||||||||||||||||||
2020 | $1,439,900 | $2,535,044 | $1,049,314 | $919,486 | $118.35 | $161.36 | $71,679 | $251 |
Megan Clarken | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
Summary Compensation Table Totals | $1,439,900 | $9,573,644 | $7,063,702 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | -$7,815,000 | -$6,075,000 | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $8,566,948 | $4,885,003 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,017,935 | $4,299,791 | -$4,321,986 | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $77,209 | $3,053,327 | -$1,442,561 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | ||||||||
Compensation Actually Paid | $2,535,044 | $17,678,710 | $109,157 |
Fiscal Year Position | Grant Date Fair Value | Summary Comp. Table Total | |||||||||||||||||||||||||||
Officer Name | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | ||||||||||||||||||||
Sarah Glickman | NEO | NEO | NEO | $3,051,645 | $2,392,000 | $3,401,333 | $991,275 | $3,038,775 | |||||||||||||||||||||
Ryan Damon | NEO | NEO | NEO | $1,008,685 | $1,826,000 | $1,531,000 | $1,789,836 | $2,767,946 | $2,107,439 | ||||||||||||||||||||
Dave Anderson | NEO | N/A | N/A | $870,968 | |||||||||||||||||||||||||
Benoit Fouilland | NEO | N/A | N/A | $233,747 |
NEO | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
SCT Total | $1,049,314 | $1,879,611 | $2,573,107 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($676,722) | ($913,000) | ($1,961,500) | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,049,729 | $1,000,805 | $1,577,049 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($90,560) | $3,003,320 | ($2,859,034) | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $25,098 | $126,621 | $586,044 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($437,374) | $0 | $0 | ||||||||
Compensation Actually Paid | $919,486 | $5,097,357 | $(84,334) |
Hubert de Pesquidoux (Chair) | ||
Nathalie Balla | ||
James Warner |
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||||||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||||||||||||||
Audit Fees(1) | Audit Fees(1) | $ | 2,473 | $ | 2,519 | Audit Fees(1) | $2,839 | $2,473 | ||||||||||||||||||||||||||
Audit-Related Fees | Audit-Related Fees | $ | 118 | $ | 34 | Audit-Related Fees | $32 | $118 | ||||||||||||||||||||||||||
Tax Fees | Tax Fees | $ | 343 | $ | 191 | Tax Fees | $882 | $343 | ||||||||||||||||||||||||||
All Other Fees | All Other Fees | $ | 7 | $ | 6 | All Other Fees | $6 | $7 | ||||||||||||||||||||||||||
Total | Total | $ | 2,941 | $ | 2,750 | Total | $3,759 | $2,941 |
Shares Beneficially Owned | ||||||||||||||
Name of Beneficial Owner 5% Shareholders: | Number | % | ||||||||||||
Neuberger Berman Group LLC (1) | 5,267,457 | 8.67% | ||||||||||||
DNB Asset Management AS (2) | 4,635,947 | 7.60% | ||||||||||||
Morgan Stanley (3) | 3,373,924 | 5.60% | ||||||||||||
Named Executive Officers, Directors and Director Nominees: | ||||||||||||||
Megan Clarken | 78,482 | * | ||||||||||||
Sarah Glickman | — | — | ||||||||||||
Ryan Damon (4) | 54,601 | * | ||||||||||||
Edmond Mesrobian (5) | 59,608 | * | ||||||||||||
Hubert de Pesquidoux (6) | 103,777 | * | ||||||||||||
James Warner (7) | 123,028 | * | ||||||||||||
Nathalie Balla (8) | 54,343 | * | ||||||||||||
Rachel Picard | 43,577 | * | ||||||||||||
Marie Lalleman | 22,350 | * | ||||||||||||
All directors and named executive officers as a group (9 persons) | 539,766 | * | ||||||||||||
* Represents beneficial ownership of less than 1%. |
Shares Beneficially Owned | ||||||||||||||
Name of Beneficial Owner 5% Shareholders: | Number | % | ||||||||||||
Neuberger Berman Group LLC (1) | 5,509,017 | 9.8% | ||||||||||||
DNB Asset Management AS (2) | 5,504,480 | 9.8% | ||||||||||||
Named Executive Officers, Directors and Director Nominees: | ||||||||||||||
Megan Clarken (3) | 178,723 | * | ||||||||||||
Sarah Glickman (4) | 71,625 | * | ||||||||||||
Ryan Damon (5) | 64,493 | * | ||||||||||||
Edmond Mesrobian (6) | 58,943 | * | ||||||||||||
Hubert de Pesquidoux (7) | 101,858 | * | ||||||||||||
James Warner (8) | 88,508 | * | ||||||||||||
Nathalie Balla | 9,984 | * | ||||||||||||
Rachel Picard (9) | 5,875 | * | ||||||||||||
Marie Lalleman | 28,816 | * | ||||||||||||
Rik van der Kooi | - | * | ||||||||||||
All named executive officers, directors and director nominees as a group (10 persons) | 608,825 | 1.1% | ||||||||||||
* Represents beneficial ownership of less than 1%. |
Minimum Overhang | Maximum Overhang | |||||||||||||
A: Stock Options and Warrants Outstanding Subject to Overhang(1) | 606,436 | 606,436 | ||||||||||||
B: RSUs and PSUs Outstanding Subject to Overhang | 6,353,485 | 6,353,485 | ||||||||||||
C: Ordinary Shares Subject to Outstanding Awards Subject to Overhang (A+B) | 6,959,921 | 6,959,921 | ||||||||||||
D: Ordinary Shares Available for Awards under the Existing Equity Pool Creating Overhang(2) | — | — | ||||||||||||
E: Total (C+D) | 6,959,921 | 6,959,921 | ||||||||||||
F: Ordinary Shares Outstanding as of March 31, 2023 | 55,993,543 | 55,993,543 | ||||||||||||
G: Actual Overhang before the New Equity Pool (E / F) | 12.43% | 12.43% | ||||||||||||
H: Ordinary Shares in New Equity Pool Subject to Overhang | — | 7,000,000 | ||||||||||||
I: Actual Overhang after the New Equity Pool ((C-D+H) / F) | 12.43% | 24.93% | ||||||||||||
(1) The weighted average exercise price is $30.82 and the weighted average remaining contractual term is 1.3 years. | ||||||||||||||
(2) Reflects that the Company used only treasury shares to settle awards from the Existing Equity Pool and assumes continued use of treasury shares under such pool. |
Minimum Overhang | Maximum Overhang | |||||||||||||
A: Stock Options and Warrants Outstanding Subject to Overhang(1) | 883,953 | 883,953 | ||||||||||||
B: RSUs and PSUs Outstanding Subject to Overhang | 6,443,943 | 6,443,943 | ||||||||||||
C: Ordinary Shares Subject to Outstanding Awards Subject to Overhang (A+B) | 7,327,896 | 7,327,896 | ||||||||||||
D: Ordinary Shares Available for Awards under the Existing Equity Pool Creating Overhang | — | — | ||||||||||||
E: Total (C+D) | 7,327,896 | 7,327,896 | ||||||||||||
F: Ordinary Shares Outstanding as of March 31, 2022 | 60,577,750 | 60,577,750 | ||||||||||||
G: Actual Overhang before the New Equity Pool (E / F) | 12.10% | 12.10% | ||||||||||||
H: Ordinary Shares in New Equity Pool Subject to Overhang | — | 9,000,000 | ||||||||||||
I: Actual Overhang after the New Equity Pool ((C-D+H) / F) | 12.10% | 26.95% | ||||||||||||
(1) The weighted average exercise price is $26.38 and the weighted average remaining contractual term is 3.57 years. | ||||||||||||||
(2) Reflects that the Company used only treasury shares to settle awards from the Existing Equity Pool and assumes continued use of treasury shares under such pool. | ||||||||||||||
(3) Assumes the complete utilization of treasury shares to create no shareholder dilution. |
Fiscal Year 2021 | Fiscal Year 2020 | Fiscal Year 2019 | Three-Year Average | Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | Three-Year Average | |||||||||||||||||||||||||||||||||||||||
A: Stock Options and Warrants Granted | A: Stock Options and Warrants Granted | 0 | 140,513 | 544,027 | 228,180 | A: Stock Options and Warrants Granted | 0 | 0 | 140,513 | 46,838 | ||||||||||||||||||||||||||||||||||||
B: RSUs Granted | B: RSUs Granted | 2,215,821 | 2,411,802 | 2,890,460 | 2,506,028 | B: RSUs Granted | 3,004,700 | 2,215,821 | 2,411,802 | 2,392,252 | ||||||||||||||||||||||||||||||||||||
C: PSUs Granted | 285,576 | 272,600 | 257,291 | 271,822 | ||||||||||||||||||||||||||||||||||||||||||
C. PSUs Granted | C. PSUs Granted | 464,182 | 285,576 | 272,600 | 291,639 | |||||||||||||||||||||||||||||||||||||||||
D: PSUs Earned | D: PSUs Earned | 467,293 | 43,217 | 81,771 | 197,427 | D: PSUs Earned | 209,393 | 467,293 | 43,217 | 328,541 | ||||||||||||||||||||||||||||||||||||
E: Total Options, Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | 2,683,114 | 2,595,532 | 3,516,258 | 2,931,635 | ||||||||||||||||||||||||||||||||||||||||||
E: Total Options, Stock Options and Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | E: Total Options, Stock Options and Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | 3,214,093 | 2,683,114 | 2,595,532 | 2,767,631 | |||||||||||||||||||||||||||||||||||||||||
F: Basic Weighted Average Ordinary Shares Outstanding | F: Basic Weighted Average Ordinary Shares Outstanding | 60,717,446 | 60,876,480 | 64,305,665 | 61,966,530 | F: Basic Weighted Average Ordinary Shares Outstanding | 55,993,543 | 60,717,446 | 60,876,480 | 59,119,790 | ||||||||||||||||||||||||||||||||||||
G: Burn Rate (E/F) | G: Burn Rate (E/F) | 4.42% | 4.26% | 5.47% | 4.72% | G: Burn Rate (E/F) | 5.74% | 4.42% | 4.26% | 4.81% |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||
Nathalie Balla(3) | 254,500 | — | — | — | — | 37,358 | 291,858 | ||||||||||||||||
Marie Lalleman(4) | 243,400 | — | — | — | — | 104,314 | 347,714 | ||||||||||||||||
Edmond Mesrobian(5) | 257,770 | — | — | — | — | 37,838 | 295,608 | ||||||||||||||||
Hubert de Pesquidoux | 254,500 | — | — | — | — | 37,358 | 291,858 | ||||||||||||||||
Rachel Picard | 404,337 | — | — | — | — | 155,215 | 559,552 | ||||||||||||||||
James Warner | 344,612 | — | — | — | — | 50,585 | 395,197 |
(1) | These amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to the terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a one-year holding period. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of Ms. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. de Pesquidoux, $360,000 for Ms. Picard, and $250,000 for Mr. Warner. The total number of shares purchased by Ms. Balla, Ms. Lalleman, Mr. Mesrobian, Mr. de Pesquidoux, Ms. Picard and Mr. Warner in fiscal year 2022 was 5,760, 6,466, 5,365, 7,632, 11,400 and 6,653, respectively. | |||||||
(2) | The amounts reported in the “All Other Compensation” column reflect gross-ups to the net cash amounts paid to the directors on account of withholding taxes in the total amount of $37,358 for Ms. Balla, $44,507 for Ms. Lalleman, $37,838 for Mr. Mesrobian, $37,358 for Mr. de Pesquidoux, $72,807 for Ms. Picard and $50,585 for Mr. Warner, and gross-ups in respect of social contributions in the amount of $82,408 for Ms. Picard and $59,807 for Ms. Lalleman. | |||||||
(3) | The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.1163, €1.00 = $1.0583, €1.00 = $1.0233 and €1.00 = $1.0037, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration. | |||||||
(4) | The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.1163, €1.00 = $1.0583, €1.00 = $1.0122 and €1.00 = $1.0037, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration. | |||||||
(5) | The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $6,250 for his participation in Audit Committee meetings due to his expertise in matters of cybersecurity. |
Compensation Element | Director Compensation | |||||||
Annual cash remuneration(1) | $50,000 | |||||||
Annual equity award - Chairwoman (2)(3) | $360,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Annual equity award - Vice-chair(2)(3) | $250,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Annual equity award - other non-management directors(2)(3) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Committee membership remuneration(1) | $12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee | |||||||
Committee Chair remuneration(1) | $25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee | |||||||
New director equity award (one-time grant)(2)(4) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Chairwoman remuneration | $45,000(5), as well as certain insurance benefits including healthcare insurance for the chairwoman, her spouse and children, and life and disability insurance for the chairwoman only | |||||||
Vice chairman remuneration | $20,000 | |||||||
(1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors are allowed to attend one meeting per year (where in-person attendance otherwise would be required) by telephone or video conference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person Board of Directors’ and Committees' meeting is changed during the course of the year, a director’s attendance at such meeting by telephone or video conference will not affect his or her 100% participation rate. | ||||||||
(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a one-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents, a withholding tax of 12.8% payable by the Company; (ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% (prélèvements obligatoires) and social contributions of 17.2% (contributions sociales) payable by the Company (i.e., 30% in total); and (iii) when allocated to a French resident who is also the chairperson, a withholding tax of 12.8% (prélèvements obligatoires) and social security contributions of up to 23% (cotisations de sécurité sociale) payable by the Company. | ||||||||
(3) Directors do not receive the annual equity attendance remuneration for the year that they join the Board of Directors. | ||||||||
(4) Prorated for directors who join during the year. | ||||||||
(5) Such amount is equivalent to €36,810. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = 1.2225, which represents the exchange rate published by the Banque de France on February 25, 2021. |
Name | Age | Position(s) | ||||||
Megan Clarken | 56 | Chief Executive Officer | ||||||
Sarah Glickman | 53 | Chief Financial Officer | ||||||
Ryan Damon | 50 | Chief Legal and Corporate Affairs Officer |
Megan Clarken | Chief Executive Officer (principal executive officer) | |||||||
Sarah Glickman | Chief Financial Officer (principal financial officer) | |||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer |
What We Do | What We Don’t Do | |||||||
ü Clawback policy allows recoupment of incentive compensation paid to executive officers if our financial statements are the subject of a restatement or in the event of misconduct ü Performance-based equity incentives with long-term vesting requirements ü Performance-based annual incentive bonus ü Caps on performance-based cash and equity compensation ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return ü Four-year equity award vesting periods, including a two-year initial vesting cliff for PSUs ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Maintain non-employee director share ownership requirement guidelines | û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits ûNo employment agreements with executive officers that contain guaranteed salary increases or equity compensation rights ûNo discounted stock options or option re-pricings without shareholder approval ûNo payment or accrual of dividends on unvested stock options, PSU or RSU awards |
Blackbaud | LiveRamp Holdings | QuinStreet | ||||||
Box | Mandiant | Quotient Technology | ||||||
Cars.com | Magnite | Thryv Holdings | ||||||
Cardlytics | MicroStrategy | TripAdvsior | ||||||
CarGurus | New Relic | Verint Systems | ||||||
Commvault Systems | Nutanix | Yelp | ||||||
Cornerstone OnDemand | QAD | Ziff Davis |
Auto Trader Group | Mimecast | S4 Capital plc | ||||||
Cimpress | Opera | Scout24 SE | ||||||
GlobalData plc | Playtech plc | Talend S.A. | ||||||
Micro Focus International plc | Rightmove plc | Trivago N.V. |
Name | Position | 2022 Base Salary (USD) | 2021 Base Salary (USD) | ||||||||||||||||||||||||||||||||
Megan Clarken | Chief Executive Officer | $650,000 | $650,000 | ||||||||||||||||||||||||||||||||
Sarah Glickman | Chief Financial Officer | $465,000 | $450,000 | ||||||||||||||||||||||||||||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer | $440,000 | $427,000 |
2021 Contribution ex-TAC* ($ millions) | 2022 Contribution ex-TAC Targets* | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
913.3 | 949 | 3.9% | 1,020 | 11.7% | 1,091 | 19.5% | 1,127 | 23.4% |
2021 Adjusted EBITDA ($ millions) | 2022 Adjusted EBITDA Targets | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
322.5 | 301 | (6.7)% | 342 | 6.0% | 383 | 15.8% | 407 | 26.2% |
Payout Scale | ||||||||||||||||||||||||||||||||||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Growth | Bonus Factor Achievement | Plan Payout (Percent of Target) | Board Approved Payout (Percent of Target) | ||||||||||||||||||||||||||||||||||||||||
2022 Contribution ex-TAC* | 40% | $949 million | $1,020 million | $1,091 million | ≥$1,127 million | $990 million* | 10.9% | 78.9% | 31.6% | 20% | ||||||||||||||||||||||||||||||||||||||||
2022 Adjusted EBITDA* | 40% | $301 million | $342 million | $383 million | ≥$407 million | $290 million | -17.2% | 0% | 0% | 0% |
Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement(% of Target) | Qualitative Goals Achievement(% of Target) | Total Bonus Achievement (% of Target) | Actual Payout Amount | ||||||||||||||||||||||||||||||||
Megan Clarken | 100% | $650,000 | 20% | 25% | 45% | $292,500 | ||||||||||||||||||||||||||||||||
Sarah Glickman | 75% | $348,750 | 20% | 30% | 50% | $174,375 | ||||||||||||||||||||||||||||||||
Ryan Damon | 65% | $286,000 | 20% | 25% | 45% | $128,700 |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (At Maximum)(1) | Shares Issuable Upon Vesting of RSUs Granted in 2022 | ||||||||||||
Megan Clarken | 140,239 | 93,492 | ||||||||||||
Sarah Glickman | 55,212 | 36,808 | ||||||||||||
Ryan Damon | 35,336 | 23,557 | ||||||||||||
(1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers, which represents the maximum possible achievement at 150% of target. As set forth in the section below, 67% of target of Ms. Clarken's, Mr. Damon's, and Ms. Glickman's 2022 PSU awards were earned. |
2022 Contribution Ex-TAC | Potential Percentage of PSUs Earned(1)(2) | |||||||
<$949 million | 0% | |||||||
$949 million | 50% (Threshold) | |||||||
$1,020 million | 100% (Target) | |||||||
$1,091 million | 150% (Max) | |||||||
(1) Achievement is linear for Contribution Ex-TAC between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions metric below will be added to Contribution Ex-TAC to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at 150% payout. |
Name of Individual or Group | Number of Options Granted | Number of RSUs and PSUs(1) Granted | |||||||||
Named Executive Officers: | |||||||||||
Megan Clarken | 375,467 | 363,708 | |||||||||
Sarah Glickman | — | 220,654 | |||||||||
Ryan Damon | 65,500 | 181,281 | |||||||||
Non-Employee Directors: | |||||||||||
James Warner | — | — | |||||||||
Nathalie Balla | — | — | |||||||||
Marie Lalleman | — | — | |||||||||
Edmond Mesrobian | — | — | |||||||||
Hubert de Pesquidoux | — | — | |||||||||
Rachel Picard | — | — | |||||||||
Current Executive Officers as a group: | 440,967 | 765,643 | |||||||||
Current Non-Employee Directors as a group: | — | — | |||||||||
All Employees who are not Executive Officers, as a group: | 14,026,378 | 15,530,502 |
Potential Percentage of PSUs | |||||
<$122 million | — | ||||
$122 million | 50% (Threshold) | ||||
$150 million | 100% (Target) | ||||
$195 million | 150% (Max) | ||||
(1) Achievement is linear for Free Cash Flow between tranches, and paid to one decimal point. Achievements above the threshold and above the maximum are rounded up or down accordingly and capped at 150% payout. |
2022 Contribution Ex-TAC Non-Retargeting Solutions | Potential Percentage of PSUs Earned(1)(2) | |||||||
<$321 million | 0% | |||||||
$321 million | 50% (Threshold) | |||||||
$357 million | 100% (Target) | |||||||
$411 million | 150% (Max) | |||||||
(1) Achievement is linear for Contribution Ex-TAC Non-retargeting Solutions between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. (2) Every $1 million above the target |
Performance Measure | Portion of Award Subject to Vesting | Threshold (1/3 of Portion | Target (2/3 of Portion) | Stretch (Entire Portion) | Actual Results | Plan Payout (By Portion) | Board Approved Payout | ||||||||||||||||
2022 Contribution ex-TAC | 33.33% | $949 million | $1,020 million | $1,127 million | $990 million | 26% | 16.7% | ||||||||||||||||
2022 Free Cash Flow | 33.33% | $122 million | $150 million | $195 million | $200 million | 50% | 33.33% | ||||||||||||||||
2022 Contribution ex-TAC Non-Retargeting Solutions | 33.33% | $321 million | $357 million | $411 million | $356 million | 33% | 16.7% | ||||||||||||||||
Total Payout of Entire Award | 109% | 67% |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (at Max) | Board Approved "Earned" Component | PSUs Actually Awarded / Earned | ||||||||||||||
Megan Clarken | 140,239 | 67% of Target | 62,640 | ||||||||||||||
Sarah Glickman | 55,212 | 24,661 | |||||||||||||||
Ryan Damon | 35,336 | 15,783 | |||||||||||||||
Name | Ordinary Shares and ADSs (1) | Securities underlying option awards (2) | Securities underlying RSU and PSU awards (3) | Total | ||||||||||
Megan Clarken | 41,406 | 195,371 | 580,136 | 816,913 | ||||||||||
Sarah Glickman | 64,730 | — | 274,505 | 339,235 | ||||||||||
Ryan Damon | 46,039 | 16,845 | 164,358 | 227,242 | ||||||||||
Total for all named executive officers: | 1,383,390 | |||||||||||||
(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | ||||||||||||||
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” | ||||||||||||||
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” For more information applicable to PSU awards, please see “—Long-Term Incentive Compensation.” |
Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(4)(5)(6) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 2022 | 650,000 | — | 6,075,000 | — | 292,500 | 46,202 | 7,063,702 | ||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2021 | 650,000 | — | 7,815,000 | — | 1,040,000 | 68,644 | 9,573,644 | ||||||||||||||||||||||||||||||||||||||||||
2020 | 650,000 | — | — | — | 663,000 | 126,900 | 1,439,900 | |||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman (1) | 2022 | 461,000 | — | 2,392,000 | — | 174,375 | 11,400 | 3,038,775 | ||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 2021 | 450,000 | — | — | 529,875 | 11,400 | 991,275 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 141,393 (3) | 100,000 | 3,051,645 | — | 106,045 | 2,250 | 3,401,333 | |||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 2022 | 437,000 | — | 1,531,000 | — | 128,700 | 10,739 | 2,107,439 | ||||||||||||||||||||||||||||||||||||||||||
Chief Legal | 2021 | 427,000 | — | 1,826,000 | — | 415,078 | 99,868 | 2,767,946 | ||||||||||||||||||||||||||||||||||||||||||
and Corporate Affairs Officer | 2020 | 424,043 | — | 1,008,685 | — | 216,262 | 140,846 | 1,789,836 | ||||||||||||||||||||||||||||||||||||||||||
Date | Euro to U.S. Dollar Conversion Rate | ||||
12/31/21 | 1.1326 | ||||
12/31/20 | 1.1421 |
Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)I | Tax Assistance | ||||||||||
Megan Clarken | — | 11,400 | 3,244 | 31,558 | ||||||||||
Sarah Glickman | — | 11,400 | — | — | ||||||||||
Ryan Damon | — | 0 | 1,564 | 9,175 |
Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | — | 325,000 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 46,746 | 93,492 | 140,239 | — | — | 3,796,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 93,492 | — | — | 3,796,960 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | — | 168,750 | 337,500 | 675,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 12,269 | 24,538 | 55,212 | — | — | — | 1,494,865 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 36,808 | — | — | 1,494,865 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | — | 128,100 | 256,200 | 512,400 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 7,852 | 15,704 | 35,336 | — | — | — | 956,717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 23,557 | — | — | 956,717 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 12/11/19 | 101,507 | 93,864 | 16.61 | 12/11/29 | 35,826 | 933,626 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 110,200 | 2,871,812 | 110,200 | 2,871,812 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 93,492 | 2,436,402 | 140,239 | 3,654,629 | ||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | 10/23/20 | — | — | — | — | 55,163 | 1,437,548 | 55,163 | 1,437,548 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 36,808 | 959,217 | 55,212 | 1,438,825 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 10/25/18 | 16,845 | — | 19.84 | 10/25/28 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
03/03/20 | — | — | — | — | 13,504 | 351,914 | 13,504 | 351,914 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 25,748 | 670,993 | 25,747 | 670,967 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 23,557 | 613,895 | 35,336 | 920,856 | ||||||||||||||||||||||||||||||||||||||||||||||||
Date | Euro to U.S. Dollar Conversion Rate | |||||||
10/25/18 | 1.1389 | |||||||
12/11/19 | 1.1077 |
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||
Megan Clarken | — | — | 90 | 2,384 | ||||||||||||||||||||||
— | — | 8,667 | 229,589 | |||||||||||||||||||||||
— | — | 90 | 2,623 | |||||||||||||||||||||||
— | — | 8,667 | 252,556 | |||||||||||||||||||||||
— | — | 90 | 2,115 | |||||||||||||||||||||||
— | — | 8,667 | 203,675 | |||||||||||||||||||||||
— | — | 90 | 2,254 | |||||||||||||||||||||||
— | — | 8,667 | 217,022 | |||||||||||||||||||||||
Sarah Glickman | — | — | 55,164 | 1,463,501 | ||||||||||||||||||||||
— | — | 55,164 | 1,463,501 | |||||||||||||||||||||||
Ryan Damon | — | — | 2,701 | 72,657 | ||||||||||||||||||||||
— | — | 2,701 | 72,657 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 1,562 | 36,973 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 1,573 | 40,017 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 1,562 | 51,468 |
POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL | |||||||||||||||||||||||||||||
Termination Without Cause | Termination Without Cause or Resignation by the Executive With Change of Control | ||||||||||||||||||||||||||||
Name | Severance Pay ($) | Accelerated Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | |||||||||||||||||||||
Megan Clarken | 1,300,000 | 6,487,335 | 19,967 | 7,807,302 | 1,300,000 | 12,437,067 | 19,967 | 13,757,034 | |||||||||||||||||||||
Sarah Glickman | 406,875 | - | 14,461 | 421,336 | 406,875 | 4,793,529 | 14,461 | 5,214,865 | |||||||||||||||||||||
Ryan Damon | 363,000 | 964,552 | 28,922 | 1,356,474 | 726,000 | 3,273,605 | 28,922 | 4,028,527 |
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||
Summary | Average Summary | Average | Peer Group | |||||||||||||||||||||||
Compensation | Compensation | Compensation | Compensation | Total | Total | |||||||||||||||||||||
Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Adjusted | |||||||||||||||||||
Year | for PEO | to PEO | for non-PEO NEOs | to non-PEO NEOs | Return | Return | Net Income | EBITDA ($ millions) | ||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
2022 | $7,063,702 | $109,157 | $2,573,107 | -$84,334 | $150.38 | $79.37 | $8,952 | $267 | ||||||||||||||||||
2021 | $9,573,644 | $17,678,710 | $1,879,611 | $5,097,357 | $224.29 | $152.38 | $134,456 | $323 | ||||||||||||||||||
2020 | $1,439,900 | $2,535,044 | $1,049,314 | $919,486 | $118.35 | $161.36 | $71,679 | $251 |
Megan Clarken | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
Summary Compensation Table Totals | $1,439,900 | $9,573,644 | $7,063,702 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | -$7,815,000 | -$6,075,000 | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $8,566,948 | $4,885,003 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,017,935 | $4,299,791 | -$4,321,986 | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $77,209 | $3,053,327 | -$1,442,561 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | ||||||||
Compensation Actually Paid | $2,535,044 | $17,678,710 | $109,157 |
Fiscal Year Position | Grant Date Fair Value | Summary Comp. Table Total | |||||||||||||||||||||||||||
Officer Name | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | ||||||||||||||||||||
Sarah Glickman | NEO | NEO | NEO | $3,051,645 | $2,392,000 | $3,401,333 | $991,275 | $3,038,775 | |||||||||||||||||||||
Ryan Damon | NEO | NEO | NEO | $1,008,685 | $1,826,000 | $1,531,000 | $1,789,836 | $2,767,946 | $2,107,439 | ||||||||||||||||||||
Dave Anderson | NEO | N/A | N/A | $870,968 | |||||||||||||||||||||||||
Benoit Fouilland | NEO | N/A | N/A | $233,747 |
NEO | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
SCT Total | $1,049,314 | $1,879,611 | $2,573,107 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($676,722) | ($913,000) | ($1,961,500) | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,049,729 | $1,000,805 | $1,577,049 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($90,560) | $3,003,320 | ($2,859,034) | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $25,098 | $126,621 | $586,044 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($437,374) | $0 | $0 | ||||||||
Compensation Actually Paid | $919,486 | $5,097,357 | $(84,334) |
Hubert de Pesquidoux (Chair) | ||
Nathalie Balla | ||
James Warner |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Audit Fees(1) | $2,839 | $2,473 | |||||||||||||||
Audit-Related Fees | $32 | $118 | |||||||||||||||
Tax Fees | $882 | $343 | |||||||||||||||
All Other Fees | $6 | $7 | |||||||||||||||
Total | $3,759 | $2,941 |
Shares Beneficially Owned | ||||||||||||||
Name of Beneficial Owner 5% Shareholders: | Number | % | ||||||||||||
Neuberger Berman Group LLC (1) | 5,509,017 | 9.8% | ||||||||||||
DNB Asset Management AS (2) | 5,504,480 | 9.8% | ||||||||||||
Named Executive Officers, Directors and Director Nominees: | ||||||||||||||
Megan Clarken (3) | 178,723 | * | ||||||||||||
Sarah Glickman (4) | 71,625 | * | ||||||||||||
Ryan Damon (5) | 64,493 | * | ||||||||||||
Edmond Mesrobian (6) | 58,943 | * | ||||||||||||
Hubert de Pesquidoux (7) | 101,858 | * | ||||||||||||
James Warner (8) | 88,508 | * | ||||||||||||
Nathalie Balla | 9,984 | * | ||||||||||||
Rachel Picard (9) | 5,875 | * | ||||||||||||
Marie Lalleman | 28,816 | * | ||||||||||||
Rik van der Kooi | - | * | ||||||||||||
All named executive officers, directors and director nominees as a group (10 persons) | 608,825 | 1.1% | ||||||||||||
* Represents beneficial ownership of less than 1%. |
Minimum Overhang | Maximum Overhang | |||||||||||||
A: Stock Options and Warrants Outstanding Subject to Overhang(1) | 606,436 | 606,436 | ||||||||||||
B: RSUs and PSUs Outstanding Subject to Overhang | 6,353,485 | 6,353,485 | ||||||||||||
C: Ordinary Shares Subject to Outstanding Awards Subject to Overhang (A+B) | 6,959,921 | 6,959,921 | ||||||||||||
D: Ordinary Shares Available for Awards under the Existing Equity Pool Creating Overhang(2) | — | — | ||||||||||||
E: Total (C+D) | 6,959,921 | 6,959,921 | ||||||||||||
F: Ordinary Shares Outstanding as of March 31, 2023 | 55,993,543 | 55,993,543 | ||||||||||||
G: Actual Overhang before the New Equity Pool (E / F) | 12.43% | 12.43% | ||||||||||||
H: Ordinary Shares in New Equity Pool Subject to Overhang | — | 7,000,000 | ||||||||||||
I: Actual Overhang after the New Equity Pool ((C-D+H) / F) | 12.43% | 24.93% | ||||||||||||
(1) The weighted average exercise price is $30.82 and the weighted average remaining contractual term is 1.3 years. | ||||||||||||||
(2) Reflects that the Company used only treasury shares to settle awards from the Existing Equity Pool and assumes continued use of treasury shares under such pool. |
Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | Three-Year Average | |||||||||||||||||
A: Stock Options and Warrants Granted | 0 | 0 | 140,513 | 46,838 | ||||||||||||||||
B: RSUs Granted | 3,004,700 | 2,215,821 | 2,411,802 | 2,392,252 | ||||||||||||||||
C. PSUs Granted | 464,182 | 285,576 | 272,600 | 291,639 | ||||||||||||||||
D: PSUs Earned | 209,393 | 467,293 | 43,217 | 328,541 | ||||||||||||||||
E: Total Options, Stock Options and Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | 3,214,093 | 2,683,114 | 2,595,532 | 2,767,631 | ||||||||||||||||
F: Basic Weighted Average Ordinary Shares Outstanding | 55,993,543 | 60,717,446 | 60,876,480 | 59,119,790 | ||||||||||||||||
G: Burn Rate (E/F) | 5.74% | 4.42% | 4.26% | 4.81% |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||
Nathalie Balla(3) | 254,500 | — | — | — | — | 37,358 | 291,858 | ||||||||||||||||
Marie Lalleman(4) | 243,400 | — | — | — | — | 104,314 | 347,714 | ||||||||||||||||
Edmond Mesrobian(5) | 257,770 | — | — | — | — | 37,838 | 295,608 | ||||||||||||||||
Hubert de Pesquidoux | 254,500 | — | — | — | — | 37,358 | 291,858 | ||||||||||||||||
Rachel Picard | 404,337 | — | — | — | — | 155,215 | 559,552 | ||||||||||||||||
James Warner | 344,612 | — | — | — | — | 50,585 | 395,197 |
(1) | These amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to the terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a one-year holding period. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of Ms. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. de Pesquidoux, $360,000 for Ms. Picard, and $250,000 for Mr. Warner. The total number of shares purchased by Ms. Balla, Ms. Lalleman, Mr. Mesrobian, Mr. de Pesquidoux, Ms. Picard and Mr. Warner in fiscal year 2022 was 5,760, 6,466, 5,365, 7,632, 11,400 and 6,653, respectively. | |||||||
(2) | The amounts reported in the “All Other Compensation” column reflect gross-ups to the net cash amounts paid to the directors on account of withholding taxes in the total amount of $37,358 for Ms. Balla, $44,507 for Ms. Lalleman, $37,838 for Mr. Mesrobian, $37,358 for Mr. de Pesquidoux, $72,807 for Ms. Picard and $50,585 for Mr. Warner, and gross-ups in respect of social contributions in the amount of $82,408 for Ms. Picard and $59,807 for Ms. Lalleman. | |||||||
(3) | The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.1163, €1.00 = $1.0583, €1.00 = $1.0233 and €1.00 = $1.0037, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration. | |||||||
(4) | The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1)) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.1163, €1.00 = $1.0583, €1.00 = $1.0122 and €1.00 = $1.0037, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration. | |||||||
(5) | The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $6,250 for his participation in Audit Committee meetings due to his expertise in matters of cybersecurity. |
Compensation Element | Director Compensation | |||||||
Annual cash remuneration(1) | $50,000 | |||||||
Annual equity award - Chairwoman (2)(3) | $360,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Annual equity award - Vice-chair(2)(3) | $250,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Annual equity award - other non-management directors(2)(3) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Committee membership remuneration(1) | $12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee | |||||||
Committee Chair remuneration(1) | $25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee | |||||||
New director equity award (one-time grant)(2)(4) | $200,000 in shares purchased on the open market that are subject to a one-year holding period | |||||||
Chairwoman remuneration | $45,000(5), as well as certain insurance benefits including healthcare insurance for the chairwoman, her spouse and children, and life and disability insurance for the chairwoman only | |||||||
Vice chairman remuneration | $20,000 | |||||||
(1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors are allowed to attend one meeting per year (where in-person attendance otherwise would be required) by telephone or video conference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person Board of Directors’ and Committees' meeting is changed during the course of the year, a director’s attendance at such meeting by telephone or video conference will not affect his or her 100% participation rate. | ||||||||
(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a one-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents, a withholding tax of 12.8% payable by the Company; (ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% (prélèvements obligatoires) and social contributions of 17.2% (contributions sociales) payable by the Company (i.e., 30% in total); and (iii) when allocated to a French resident who is also the chairperson, a withholding tax of 12.8% (prélèvements obligatoires) and social security contributions of up to 23% (cotisations de sécurité sociale) payable by the Company. | ||||||||
(3) Directors do not receive the annual equity attendance remuneration for the year that they join the Board of Directors. | ||||||||
(4) Prorated for directors who join during the year. | ||||||||
(5) Such amount is equivalent to €36,810. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = 1.2225, which represents the exchange rate published by the Banque de France on February 25, 2021. |
Name | Age | Position(s) | ||||||
Megan Clarken | 56 | Chief Executive Officer | ||||||
Sarah Glickman | 53 | Chief Financial Officer | ||||||
Ryan Damon | 50 | Chief Legal and Corporate Affairs Officer |
Megan Clarken | Chief Executive Officer (principal executive officer) | |||||||
Sarah Glickman | Chief Financial Officer (principal financial officer) | |||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer |
What We Do | What We Don’t Do | |||||||
ü Clawback policy allows recoupment of incentive compensation paid to executive officers if our financial statements are the subject of a restatement or in the event of misconduct ü Performance-based equity incentives with long-term vesting requirements ü Performance-based annual incentive bonus ü Caps on performance-based cash and equity compensation ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return ü Four-year equity award vesting periods, including a two-year initial vesting cliff for PSUs ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Maintain non-employee director share ownership requirement guidelines | û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits ûNo employment agreements with executive officers that contain guaranteed salary increases or equity compensation rights ûNo discounted stock options or option re-pricings without shareholder approval ûNo payment or accrual of dividends on unvested stock options, PSU or RSU awards |
Blackbaud | LiveRamp Holdings | QuinStreet | ||||||
Box | Mandiant | Quotient Technology | ||||||
Cars.com | Magnite | Thryv Holdings | ||||||
Cardlytics | MicroStrategy | TripAdvsior | ||||||
CarGurus | New Relic | Verint Systems | ||||||
Commvault Systems | Nutanix | Yelp | ||||||
Cornerstone OnDemand | QAD | Ziff Davis |
Auto Trader Group | Mimecast | S4 Capital plc | ||||||
Cimpress | Opera | Scout24 SE | ||||||
GlobalData plc | Playtech plc | Talend S.A. | ||||||
Micro Focus International plc | Rightmove plc | Trivago N.V. |
Name | Position | 2022 Base Salary (USD) | 2021 Base Salary (USD) | ||||||||||||||||||||||||||||||||
Megan Clarken | Chief Executive Officer | $650,000 | $650,000 | ||||||||||||||||||||||||||||||||
Sarah Glickman | Chief Financial Officer | $465,000 | $450,000 | ||||||||||||||||||||||||||||||||
Ryan Damon | Chief Legal and Corporate Affairs Officer | $440,000 | $427,000 |
2021 Contribution ex-TAC* ($ millions) | 2022 Contribution ex-TAC Targets* | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
913.3 | 949 | 3.9% | 1,020 | 11.7% | 1,091 | 19.5% | 1,127 | 23.4% |
2021 Adjusted EBITDA ($ millions) | 2022 Adjusted EBITDA Targets | |||||||||||||||||||||||||
Threshold | Target | Stretch | Max | |||||||||||||||||||||||
Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | Amount ($ millions) | Required Growth | |||||||||||||||||||
322.5 | 301 | (6.7)% | 342 | 6.0% | 383 | 15.8% | 407 | 26.2% |
Payout Scale | ||||||||||||||||||||||||||||||||||||||||||||||||||
Performance Measure | Weight | 50% | 100% | 150% | 200% | Actual | Growth | Bonus Factor Achievement | Plan Payout (Percent of Target) | Board Approved Payout (Percent of Target) | ||||||||||||||||||||||||||||||||||||||||
2022 Contribution ex-TAC* | 40% | $949 million | $1,020 million | $1,091 million | ≥$1,127 million | $990 million* | 10.9% | 78.9% | 31.6% | 20% | ||||||||||||||||||||||||||||||||||||||||
2022 Adjusted EBITDA* | 40% | $301 million | $342 million | $383 million | ≥$407 million | $290 million | -17.2% | 0% | 0% | 0% |
Name | Bonus Target as % of Base Salary | Bonus Target ($) | Quantitative Goals Achievement(% of Target) | Qualitative Goals Achievement(% of Target) | Total Bonus Achievement (% of Target) | Actual Payout Amount | ||||||||||||||||||||||||||||||||
Megan Clarken | 100% | $650,000 | 20% | 25% | 45% | $292,500 | ||||||||||||||||||||||||||||||||
Sarah Glickman | 75% | $348,750 | 20% | 30% | 50% | $174,375 | ||||||||||||||||||||||||||||||||
Ryan Damon | 65% | $286,000 | 20% | 25% | 45% | $128,700 |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (At Maximum)(1) | Shares Issuable Upon Vesting of RSUs Granted in 2022 | ||||||||||||
Megan Clarken | 140,239 | 93,492 | ||||||||||||
Sarah Glickman | 55,212 | 36,808 | ||||||||||||
Ryan Damon | 35,336 | 23,557 | ||||||||||||
(1) The amounts of PSUs set forth in this column show the amounts originally granted to our named executive officers, which represents the maximum possible achievement at 150% of target. As set forth in the section below, 67% of target of Ms. Clarken's, Mr. Damon's, and Ms. Glickman's 2022 PSU awards were earned. |
2022 Contribution Ex-TAC | Potential Percentage of PSUs Earned(1)(2) | |||||||
<$949 million | 0% | |||||||
$949 million | 50% (Threshold) | |||||||
$1,020 million | 100% (Target) | |||||||
$1,091 million | 150% (Max) | |||||||
(1) Achievement is linear for Contribution Ex-TAC between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions metric below will be added to Contribution Ex-TAC to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at 150% payout. |
2022 Free Cash Flow | Potential Percentage of PSUs Earned(1) | ||||
<$122 million | — | ||||
$122 million | 50% (Threshold) | ||||
$150 million | 100% (Target) | ||||
$195 million | 150% (Max) | ||||
(1) Achievement is linear for Free Cash Flow between tranches, and paid to one decimal point. Achievements above the threshold and above the maximum are rounded up or down accordingly and capped at 150% payout. |
2022 Contribution Ex-TAC Non-Retargeting Solutions | Potential Percentage of PSUs Earned(1)(2) | |||||||
<$321 million | 0% | |||||||
$321 million | 50% (Threshold) | |||||||
$357 million | 100% (Target) | |||||||
$411 million | 150% (Max) | |||||||
(1) Achievement is linear for Contribution Ex-TAC Non-retargeting Solutions between tranches, and paid to one decimal point. Achievements below the threshold and above the maximum are rounded up or down accordingly, and capped at 150%. (2) Every $1 million above the target from Contribution Ex-TAC Non-retargeting Solutions will be added to the Contribution Ex-TAC metric above to bring Contribution Ex-TAC to the target level, if it is otherwise below target. However, both Contribution Ex-TAC and Contribution Ex-TAC Non-retargeting Solutions will be capped at 150% payout. |
Performance Measure | Portion of Award Subject to Vesting | Threshold (1/3 of Portion | Target (2/3 of Portion) | Stretch (Entire Portion) | Actual Results | Plan Payout (By Portion) | Board Approved Payout | ||||||||||||||||
2022 Contribution ex-TAC | 33.33% | $949 million | $1,020 million | $1,127 million | $990 million | 26% | 16.7% | ||||||||||||||||
2022 Free Cash Flow | 33.33% | $122 million | $150 million | $195 million | $200 million | 50% | 33.33% | ||||||||||||||||
2022 Contribution ex-TAC Non-Retargeting Solutions | 33.33% | $321 million | $357 million | $411 million | $356 million | 33% | 16.7% | ||||||||||||||||
Total Payout of Entire Award | 109% | 67% |
Name | Shares Issuable Upon Vesting of PSUs Granted in 2022 (at Max) | Board Approved "Earned" Component | PSUs Actually Awarded / Earned | ||||||||||||||
Megan Clarken | 140,239 | 67% of Target | 62,640 | ||||||||||||||
Sarah Glickman | 55,212 | 24,661 | |||||||||||||||
Ryan Damon | 35,336 | 15,783 | |||||||||||||||
Name | Ordinary Shares and ADSs (1) | Securities underlying option awards (2) | Securities underlying RSU and PSU awards (3) | Total | ||||||||||
Megan Clarken | 41,406 | 195,371 | 580,136 | 816,913 | ||||||||||
Sarah Glickman | 64,730 | — | 274,505 | 339,235 | ||||||||||
Ryan Damon | 46,039 | 16,845 | 164,358 | 227,242 | ||||||||||
Total for all named executive officers: | 1,383,390 | |||||||||||||
(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers. | ||||||||||||||
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” | ||||||||||||||
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2022, please see “Compensation Tables—Outstanding Equity Awards at 2022 Fiscal Year End.” For more information applicable to PSU awards, please see “—Long-Term Incentive Compensation.” |
Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(4)(5)(6) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 2022 | 650,000 | — | 6,075,000 | — | 292,500 | 46,202 | 7,063,702 | ||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2021 | 650,000 | — | 7,815,000 | — | 1,040,000 | 68,644 | 9,573,644 | ||||||||||||||||||||||||||||||||||||||||||
2020 | 650,000 | — | — | — | 663,000 | 126,900 | 1,439,900 | |||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman (1) | 2022 | 461,000 | — | 2,392,000 | — | 174,375 | 11,400 | 3,038,775 | ||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 2021 | 450,000 | — | — | 529,875 | 11,400 | 991,275 | |||||||||||||||||||||||||||||||||||||||||||
2020 | 141,393 (3) | 100,000 | 3,051,645 | — | 106,045 | 2,250 | 3,401,333 | |||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 2022 | 437,000 | — | 1,531,000 | — | 128,700 | 10,739 | 2,107,439 | ||||||||||||||||||||||||||||||||||||||||||
Chief Legal | 2021 | 427,000 | — | 1,826,000 | — | 415,078 | 99,868 | 2,767,946 | ||||||||||||||||||||||||||||||||||||||||||
and Corporate Affairs Officer | 2020 | 424,043 | — | 1,008,685 | — | 216,262 | 140,846 | 1,789,836 | ||||||||||||||||||||||||||||||||||||||||||
Date | Euro to U.S. Dollar Conversion Rate | ||||
12/31/21 | 1.1326 | ||||
12/31/20 | 1.1421 |
Named Executive Officer | Life Insurance and Disability Benefit Plan Contributions ($)(a) | Defined Contribution Plan Contributions ($)(b) | Tax Reimbursements ($)I | Tax Assistance | ||||||||||
Megan Clarken | — | 11,400 | 3,244 | 31,558 | ||||||||||
Sarah Glickman | — | 11,400 | — | — | ||||||||||
Ryan Damon | — | 0 | 1,564 | 9,175 |
Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | — | 325,000 | 650,000 | 1,300,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 46,746 | 93,492 | 140,239 | — | — | 3,796,960 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 93,492 | — | — | 3,796,960 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | — | 168,750 | 337,500 | 675,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 12,269 | 24,538 | 55,212 | — | — | — | 1,494,865 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 36,808 | — | — | 1,494,865 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | — | 128,100 | 256,200 | 512,400 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | 7,852 | 15,704 | 35,336 | — | — | — | 956,717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/24/2022 | — | — | — | — | — | — | 23,557 | — | — | 956,717 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||||||||||||||||||||||||||||||||||||||||||||||
Megan Clarken | 12/11/19 | 101,507 | 93,864 | 16.61 | 12/11/29 | 35,826 | 933,626 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 110,200 | 2,871,812 | 110,200 | 2,871,812 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 93,492 | 2,436,402 | 140,239 | 3,654,629 | ||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Glickman | 10/23/20 | — | — | — | — | 55,163 | 1,437,548 | 55,163 | 1,437,548 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 36,808 | 959,217 | 55,212 | 1,438,825 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ryan Damon | 10/25/18 | 16,845 | — | 19.84 | 10/25/28 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
03/03/20 | — | — | — | — | 13,504 | 351,914 | 13,504 | 351,914 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/25/21 | — | — | — | — | 25,748 | 670,993 | 25,747 | 670,967 | ||||||||||||||||||||||||||||||||||||||||||||||||
02/24/22 | — | — | — | — | 23,557 | 613,895 | 35,336 | 920,856 | ||||||||||||||||||||||||||||||||||||||||||||||||
Date | Euro to U.S. Dollar Conversion Rate | |||||||
10/25/18 | 1.1389 | |||||||
12/11/19 | 1.1077 |
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||
Megan Clarken | — | — | 90 | 2,384 | ||||||||||||||||||||||
— | — | 8,667 | 229,589 | |||||||||||||||||||||||
— | — | 90 | 2,623 | |||||||||||||||||||||||
— | — | 8,667 | 252,556 | |||||||||||||||||||||||
— | — | 90 | 2,115 | |||||||||||||||||||||||
— | — | 8,667 | 203,675 | |||||||||||||||||||||||
— | — | 90 | 2,254 | |||||||||||||||||||||||
— | — | 8,667 | 217,022 | |||||||||||||||||||||||
Sarah Glickman | — | — | 55,164 | 1,463,501 | ||||||||||||||||||||||
— | — | 55,164 | 1,463,501 | |||||||||||||||||||||||
Ryan Damon | — | — | 2,701 | 72,657 | ||||||||||||||||||||||
— | — | 2,701 | 72,657 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 2,702 | 72,062 | |||||||||||||||||||||||
— | — | 1,562 | 36,973 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 2,701 | 69,038 | |||||||||||||||||||||||
— | — | 1,573 | 40,017 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 21,609 | 664,045 | |||||||||||||||||||||||
— | — | 1,562 | 51,468 |
POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL | |||||||||||||||||||||||||||||
Termination Without Cause | Termination Without Cause or Resignation by the Executive With Change of Control | ||||||||||||||||||||||||||||
Name | Severance Pay ($) | Accelerated Vesting of Equity Awards ($) | Continued Insurance Coverage ($)(1) | Total ($) | Severance Pay ($) | Accelerated Vesting of Equity Awards ($)(2) | Continued Insurance Coverage ($)(1) | Total ($) | |||||||||||||||||||||
Megan Clarken | 1,300,000 | 6,487,335 | 19,967 | 7,807,302 | 1,300,000 | 12,437,067 | 19,967 | 13,757,034 | |||||||||||||||||||||
Sarah Glickman | 406,875 | - | 14,461 | 421,336 | 406,875 | 4,793,529 | 14,461 | 5,214,865 | |||||||||||||||||||||
Ryan Damon | 363,000 | 964,552 | 28,922 | 1,356,474 | 726,000 | 3,273,605 | 28,922 | 4,028,527 |
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||
Summary | Average Summary | Average | Peer Group | |||||||||||||||||||||||
Compensation | Compensation | Compensation | Compensation | Total | Total | |||||||||||||||||||||
Fiscal | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Adjusted | |||||||||||||||||||
Year | for PEO | to PEO | for non-PEO NEOs | to non-PEO NEOs | Return | Return | Net Income | EBITDA ($ millions) | ||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
2022 | $7,063,702 | $109,157 | $2,573,107 | -$84,334 | $150.38 | $79.37 | $8,952 | $267 | ||||||||||||||||||
2021 | $9,573,644 | $17,678,710 | $1,879,611 | $5,097,357 | $224.29 | $152.38 | $134,456 | $323 | ||||||||||||||||||
2020 | $1,439,900 | $2,535,044 | $1,049,314 | $919,486 | $118.35 | $161.36 | $71,679 | $251 |
Megan Clarken | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
Summary Compensation Table Totals | $1,439,900 | $9,573,644 | $7,063,702 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | -$7,815,000 | -$6,075,000 | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $8,566,948 | $4,885,003 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,017,935 | $4,299,791 | -$4,321,986 | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $77,209 | $3,053,327 | -$1,442,561 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | ||||||||
Compensation Actually Paid | $2,535,044 | $17,678,710 | $109,157 |
Fiscal Year Position | Grant Date Fair Value | Summary Comp. Table Total | |||||||||||||||||||||||||||
Officer Name | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | 2020 | 2021 | 2022 | ||||||||||||||||||||
Sarah Glickman | NEO | NEO | NEO | $3,051,645 | $2,392,000 | $3,401,333 | $991,275 | $3,038,775 | |||||||||||||||||||||
Ryan Damon | NEO | NEO | NEO | $1,008,685 | $1,826,000 | $1,531,000 | $1,789,836 | $2,767,946 | $2,107,439 | ||||||||||||||||||||
Dave Anderson | NEO | N/A | N/A | $870,968 | |||||||||||||||||||||||||
Benoit Fouilland | NEO | N/A | N/A | $233,747 |
NEO | |||||||||||
Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||
Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | ||||||||
Fiscal Year | 2020 | 2021 | 2022 | ||||||||
SCT Total | $1,049,314 | $1,879,611 | $2,573,107 | ||||||||
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($676,722) | ($913,000) | ($1,961,500) | ||||||||
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,049,729 | $1,000,805 | $1,577,049 | ||||||||
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($90,560) | $3,003,320 | ($2,859,034) | ||||||||
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | ||||||||
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $25,098 | $126,621 | $586,044 | ||||||||
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($437,374) | $0 | $0 | ||||||||
Compensation Actually Paid | $919,486 | $5,097,357 | $(84,334) |
Hubert de Pesquidoux (Chair) | ||
Nathalie Balla | ||
James Warner |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Audit Fees(1) | $2,839 | $2,473 | |||||||||||||||
Audit-Related Fees | $32 | $118 | |||||||||||||||
Tax Fees | $882 | $343 | |||||||||||||||
All Other Fees | $6 | $7 | |||||||||||||||
Total | $3,759 | $2,941 |
Shares Beneficially Owned | ||||||||||||||
Name of Beneficial Owner 5% Shareholders: | Number | % | ||||||||||||
Neuberger Berman Group LLC (1) | 5,509,017 | 9.8% | ||||||||||||
DNB Asset Management AS (2) | 5,504,480 | 9.8% | ||||||||||||
Named Executive Officers, Directors and Director Nominees: | ||||||||||||||
Megan Clarken (3) | 178,723 | * | ||||||||||||
Sarah Glickman (4) | 71,625 | * | ||||||||||||
Ryan Damon (5) | 64,493 | * | ||||||||||||
Edmond Mesrobian (6) | 58,943 | * | ||||||||||||
Hubert de Pesquidoux (7) | 101,858 | * | ||||||||||||
James Warner (8) | 88,508 | * | ||||||||||||
Nathalie Balla | 9,984 | * | ||||||||||||
Rachel Picard (9) | 5,875 | * | ||||||||||||
Marie Lalleman | 28,816 | * | ||||||||||||
Rik van der Kooi | - | * | ||||||||||||
All named executive officers, directors and director nominees as a group (10 persons) | 608,825 | 1.1% | ||||||||||||
* Represents beneficial ownership of less than 1%. |
Minimum Overhang | Maximum Overhang | |||||||||||||
A: Stock Options and Warrants Outstanding Subject to Overhang(1) | 606,436 | 606,436 | ||||||||||||
B: RSUs and PSUs Outstanding Subject to Overhang | 6,353,485 | 6,353,485 | ||||||||||||
C: Ordinary Shares Subject to Outstanding Awards Subject to Overhang (A+B) | 6,959,921 | 6,959,921 | ||||||||||||
D: Ordinary Shares Available for Awards under the Existing Equity Pool Creating Overhang(2) | — | — | ||||||||||||
E: Total (C+D) | 6,959,921 | 6,959,921 | ||||||||||||
F: Ordinary Shares Outstanding as of March 31, 2023 | 55,993,543 | 55,993,543 | ||||||||||||
G: Actual Overhang before the New Equity Pool (E / F) | 12.43% | 12.43% | ||||||||||||
H: Ordinary Shares in New Equity Pool Subject to Overhang | — | 7,000,000 | ||||||||||||
I: Actual Overhang after the New Equity Pool ((C-D+H) / F) | 12.43% | 24.93% | ||||||||||||
(1) The weighted average exercise price is $30.82 and the weighted average remaining contractual term is 1.3 years. | ||||||||||||||
(2) Reflects that the Company used only treasury shares to settle awards from the Existing Equity Pool and assumes continued use of treasury shares under such pool. |
Fiscal Year 2022 | Fiscal Year 2021 | Fiscal Year 2020 | Three-Year Average | |||||||||||||||||
A: Stock Options and Warrants Granted | 0 | 0 | 140,513 | 46,838 | ||||||||||||||||
B: RSUs Granted | 3,004,700 | 2,215,821 | 2,411,802 | 2,392,252 | ||||||||||||||||
C. PSUs Granted | 464,182 | 285,576 | 272,600 | 291,639 | ||||||||||||||||
D: PSUs Earned | 209,393 | 467,293 | 43,217 | 328,541 | ||||||||||||||||
E: Total Options, Stock Options and Warrants and RSUs Granted and Total PSUs Earned (A+B+D) | 3,214,093 | 2,683,114 | 2,595,532 | 2,767,631 | ||||||||||||||||
F: Basic Weighted Average Ordinary Shares Outstanding | 55,993,543 | 60,717,446 | 60,876,480 | 59,119,790 | ||||||||||||||||
G: Burn Rate (E/F) | 5.74% | 4.42% | 4.26% | 4.81% |
Name of Individual or Group | Number of Options Granted | Number of RSUs and PSUs(1) Granted | |||||||||
Named Executive Officers: | |||||||||||
Megan Clarken | 375,467 | 597,439 | |||||||||
Sarah Glickman | — | 312,674 | |||||||||
Ryan Damon | 65,500 | 200,213 | |||||||||
Non-Employee Directors: | |||||||||||
James Warner | — | — | |||||||||
Nathalie Balla | — | — | |||||||||
Marie Lalleman | — | — | |||||||||
Edmond Mesrobian | — | — | |||||||||
Hubert de Pesquidoux | — | — | |||||||||
Rachel Picard | — | — | |||||||||
Current Executive Officers as a group: | 440,967 | 1,110,326 | |||||||||
Current Non-Employee Directors as a group: | — | — | |||||||||
All Employees who are not Executive Officers, as a group: | 14,106,277 | 20,482,717 |
INCOME STATEMENT | ||||||||||||||||||||||||||
In Euros | 2021 | 2020 | ||||||||||||||||||||||||
Revenue | 26,735,221 | 16,941,170 | ||||||||||||||||||||||||
NET TURNOVER | 26,735,221 | 16,941,170 | ||||||||||||||||||||||||
Capitalized in-house production | 16,848,464 | 9,345,326 | ||||||||||||||||||||||||
Reversals of provisions and depreciation | 26,317,358 | 24,253,235 | ||||||||||||||||||||||||
Other income | 475,334,854 | 436,964,867 | ||||||||||||||||||||||||
OPERATING REVENUES TOTAL | I | 545,235,897 | 487,504,599 | |||||||||||||||||||||||
Other purchases and external costs | 187,253,677 | 150,119,123 | ||||||||||||||||||||||||
Taxes and duties | 5,381,538 | 7,191,492 | ||||||||||||||||||||||||
Payroll expenses | 80,952,229 | 82,815,924 | ||||||||||||||||||||||||
Social charges | 73,483,120 | 69,355,152 | ||||||||||||||||||||||||
OPERATING PROVISIONS | ||||||||||||||||||||||||||
On fixed assets : | depreciation and amortization expenses | 40,171,942 | 40,005,780 | |||||||||||||||||||||||
impairment expenses | ||||||||||||||||||||||||||
On current assets: allowance for bad debt and other current assets provisions | 17,324 | 39,702 | ||||||||||||||||||||||||
Provisions for contingent liabilities | 26,260,381 | 24,253,235 | ||||||||||||||||||||||||
Other expenses | 63,609,348 | 66,272,009 | ||||||||||||||||||||||||
OPERATING EXPENSES TOTAL | II | 477,129,558 | 440,052,418 | |||||||||||||||||||||||
1. OPERATING PROFIT OR LOSS (I - II) | 68,106,340 | 47,452,181 | ||||||||||||||||||||||||
Interests on intercompany funding | 9,344,905 | 62,568,947 | ||||||||||||||||||||||||
Other interest and similar income | 368,307 | 604,764 | ||||||||||||||||||||||||
Reversals of FX Provisions and depreciations | 43,109,796 | 13,741,963 | ||||||||||||||||||||||||
Currency exchange gains | 37,747,845 | 51,496,378 | ||||||||||||||||||||||||
Proceeds from sale of short-term investments | — | — | ||||||||||||||||||||||||
FINANCIAL INCOME TOTAL | V | 90,570,854 | 128,412,052 | |||||||||||||||||||||||
FX Provisions and financial assets impairment | 3,048,402 | 43,458,389 | ||||||||||||||||||||||||
Interest and similar charges | 1,188,253 | 2,356,729 | ||||||||||||||||||||||||
Currency exchange losses | 74,529,490 | 52,627,550 | ||||||||||||||||||||||||
Losses from sale of short-term investments | — | — | ||||||||||||||||||||||||
FINANCIAL EXPENSES TOTAL | VI | 78,766,144 | 98,442,668 | |||||||||||||||||||||||
2. FINANCIAL PROFIT OR LOSS (V - VI) | 11,804,710 | 29,969,385 | ||||||||||||||||||||||||
3. CURRENT PROFIT OR LOSS BEFORE TAX (I - II + III - IV + V - VI) | 79,911,050 | 77,421,566 | ||||||||||||||||||||||||
Income on non-current Operating transactions | — | 84,201 | ||||||||||||||||||||||||
Income on non-current capital transactions | 5,130,095 | 518,996 | ||||||||||||||||||||||||
Non-current provisions and depreciations reversals | 645,418 | 25,099 | ||||||||||||||||||||||||
EXCEPTIONAL INCOME | VII | 5,775,513 | 628,296 | |||||||||||||||||||||||
Expenses on non-current Operating transactions | 6,772,726 | 4,795 | ||||||||||||||||||||||||
Expenses on non-current capital transactions | 2,757,820 | 291,177 | ||||||||||||||||||||||||
Non-current provisions expenses | 4,115,370 | 1,326,295 | ||||||||||||||||||||||||
EXCEPTIONAL EXPENSES | VIII | 13,645,917 | 1,622,267 | |||||||||||||||||||||||
4. EXCEPTIONAL PROFIT OR LOSS (VII - VIII) | (7,870,404) | (993,970) | ||||||||||||||||||||||||
Employee profit sharing | IX | — | — | |||||||||||||||||||||||
Income tax | X | (3,216,030) | (4,054,874) | |||||||||||||||||||||||
TOTAL INCOME | (I + III + V + VII) | 641,582,264 | 616,544,948 | |||||||||||||||||||||||
TOTAL EXPENSES | (II + IV + VI + VIII + IX + X) | 566,325,588 | 536,062,479 | |||||||||||||||||||||||
5. PROFIT OR LOSS | 75,256,676 | 80,482,469 | ||||||||||||||||||||||||
BALANCE SHEET - ASSET | ||||||||||||||||||||
In Euros | Gross | Amortization, depreciation and provision | 2021 Net | 2020 Net | ||||||||||||||||
INTANGIBLE FIXED ASSETS | ||||||||||||||||||||
Establishment costs | ||||||||||||||||||||
Research and development costs | ||||||||||||||||||||
Concessions, patents, licenses, trade mark, processes, software, right and similar assets | 74 897 736 | -61 427 127 | 13 470 608 | 13 031 037 | ||||||||||||||||
Goodwill | 51 754 813 | 51 754 813 | 51 754 813 | |||||||||||||||||
Other intangible fixed assets | 12 397 622 | 12 397 622 | 7 879 328 | |||||||||||||||||
Advance payment on intangible fixed assets | ||||||||||||||||||||
TANGIBLE FIXED ASSETS | ||||||||||||||||||||
Land | ||||||||||||||||||||
Constructions | ||||||||||||||||||||
Technical installations, plant and machinery, equipment and fixtures | ||||||||||||||||||||
Other tangible fixed assets | 153 676 693 | -98 603 751 | 55 072 941 | 82 087 696 | ||||||||||||||||
Tangible fixed assets in progress | 811 114 | 811 114 | 346 455 | |||||||||||||||||
Advance payment on tangible fixed assets | 120 079 | 120 079 | 0 | |||||||||||||||||
FINANCIAL FIXED ASSETS | ||||||||||||||||||||
Participating interests | ||||||||||||||||||||
Long-term equity interests | 420 704 265 | -2 995 571 | 417 708 695 | 133 490 614 | ||||||||||||||||
Portfolio long-term investment securities | 50 426 982 | 50 426 982 | 304 894 362 | |||||||||||||||||
Other long-term investment securities | ||||||||||||||||||||
Loans | 0 | 0 | 0 | |||||||||||||||||
Other financial fixed assets | 73 449 943 | -1 364 390 | 72 085 554 | 29 298 017 | ||||||||||||||||
TOTAL II | 838 239 247 | -164 390 839 | 673 848 408 | 622 782 322 | ||||||||||||||||
STOCKS AND WORK IN PROGRESS | ||||||||||||||||||||
Payments on account on orders | 2 091 933 | 2 091 933 | 172 985 | |||||||||||||||||
OPERATING DEBTS RECEIVABLE | ||||||||||||||||||||
Trade debtors and related accounts | 82 021 079 | -17 324 | 82 003 755 | 73 397 286 | ||||||||||||||||
Other operating debt receivable | 148 179 274 | 148 179 274 | 157 951 338 | |||||||||||||||||
Subscribed capital - called but not paid | ||||||||||||||||||||
OTHER CURRENT ASSETS | ||||||||||||||||||||
Short-term financial instruments | 43 219 137 | 43 219 137 | 46 606 245 | |||||||||||||||||
Cash balances | 369 748 956 | 369 748 956 | 323 411 035 | |||||||||||||||||
OTHER ASSETS ACCRUAL | ||||||||||||||||||||
Prepaid expenses | 11 925 224 | 11 925 224 | 9 756 058 | |||||||||||||||||
TOTAL III | 657 185 603 | -17 324 | 657 168 279 | 611 294 946 | ||||||||||||||||
Loan issue costs to be spread | IV | 393 467 | 393 467 | 680 928 | ||||||||||||||||
Loan redemption premiums | V | |||||||||||||||||||
Realizable exchange losses | VI | 2 760 941 | 2 760 941 | 43 109 796 | ||||||||||||||||
GRAND TOTAL (I to VI) | 1 498 579 258 | -164 408 163 | 1 334 171 095 | 1 277 867 993 |
BALANCE SHEET - LIABILITIES AND EQUITY | |||||||||||||||||||||||
In Euros | 2021 | 2020 | |||||||||||||||||||||
CAPITAL AND RESERVES | |||||||||||||||||||||||
Capital | (of which paid up : | 1 647 084 | ) | 1 647 084 | 1 656 803 | ||||||||||||||||||
Premiums on shares issued, mergers, contributions | 283 155 431 | 287 355 579 | |||||||||||||||||||||
Revaluation reserve | |||||||||||||||||||||||
Legal reserve | 231 991 | 231 991 | |||||||||||||||||||||
Statutory or contractual reserves | |||||||||||||||||||||||
Tax-regulated reserves | 13 966 546 | 13 966 546 | |||||||||||||||||||||
Other reserve | |||||||||||||||||||||||
Profit or loss carried forward | 631 679 222 | 551 183 194 | |||||||||||||||||||||
PROFIT OR LOSS for the financial year | 75 256 676 | 80 482 469 | |||||||||||||||||||||
Investment grants | |||||||||||||||||||||||
Tax-regulated provisions | |||||||||||||||||||||||
TOTAL I | 1 005 936 950 | 934 876 581 | |||||||||||||||||||||
OTHER PRIVATE FUNDS | |||||||||||||||||||||||
Proceeds from issues of equity instruments | |||||||||||||||||||||||
Conditional advances | |||||||||||||||||||||||
TOTAL II | 0 | 0 | |||||||||||||||||||||
PROVISIONS FOR LIABILITIES AND CHARGES | |||||||||||||||||||||||
Provisions for contingent liabilities | 32 509 782 | 68 651 133 | |||||||||||||||||||||
Provisions for charges | |||||||||||||||||||||||
TOTAL III | 32 509 782 | 68 651 133 | |||||||||||||||||||||
DEBTS PAYABLE | |||||||||||||||||||||||
Convertible debenture loans | |||||||||||||||||||||||
Other debenture loans | |||||||||||||||||||||||
Financing from financial institutions | 171 257 | 1 215 479 | |||||||||||||||||||||
Other financing | 155 546 204 | 189 802 961 | |||||||||||||||||||||
Payments on account received on orders in progress | |||||||||||||||||||||||
Trade creditors and related accounts | 56 213 104 | 36 568 286 | |||||||||||||||||||||
Tax and social security debts payable | 67 269 782 | 44 106 488 | |||||||||||||||||||||
Creditors for fixed assets and related accounts | 759 667 | 376 465 | |||||||||||||||||||||
Other debts payable | 8 137 684 | 802 671 | |||||||||||||||||||||
OTHER LIABILITIES ACCRUAL | |||||||||||||||||||||||
Deferred income | 0 | 0 | |||||||||||||||||||||
TOTAL IV | 288 097 700 | 272 872 349 | |||||||||||||||||||||
Realizable exchange gains | V | 7 626 663 | 1 467 930 | ||||||||||||||||||||
GRAND TOTAL (I to V) | 1 334 171 095 | 1 277 867 993 |
EUROS | SBB2 - Treasury Shares Repurchased for Merger & Acquisition 2019 | SBB2 - Treasury Shares Repurchased for RSU Vesting 2019 & 2020 | SBB3 - Treasury Shares Repurchased for Merger & Acquisition 2020 | SBB3 - Treasury Shares Repurchased on for RSU Vestings 2020 | SBB4 - Treasury Shares Repurchased for Merger & Acquisition 2021 | SBB4 - Treasury Shares Repurchased on for RSU Vestings 2021 | Balance at December 31, 2021 | ||||||||||||||||
Balance sheet section | Other financial fixed assets | Investment securities | Other financial fixed assets | Investment securities | Other financial fixed assets | Investment securities | Total | ||||||||||||||||
Treasury Shares Repurchased Number | 1,498,709 | 3,001,291 | 952,386 | 1,147,614 | 0 | 0 | 6,600,000 | ||||||||||||||||
Acquisition value | 25,727,248 | 43,857,007 | 10,423,059 | 12,098,826 | 0 | 0 | 92,106,140 | ||||||||||||||||
Vested shares in 2019 & 2020 | 967,464 | 0 | 0 | 0 | 0 | 967,464 | |||||||||||||||||
Vested shares in 2019 & 2020 (value) | 15,050,463 | 0 | 0 | 0 | 0 | 15,050,463 | |||||||||||||||||
Treasury Shares Repurchased Number at the end of the period | 1,498,709 | 2,033,827 | 952,386 | 1,147,614 | 0 | 0 | 5,632,536 | ||||||||||||||||
Provision (average exchange rate) | 0 | 0 | 0 | 0 | -1,364,390 | -1,364,390 | |||||||||||||||||
Treasury Shares Repurchased Number in 2021 | 0 | 0 | 0 | 0 | 1,842,370 | 805,372 | 2,647,742 | ||||||||||||||||
Acquisition value | 0 | 0 | 0 | 0 | 60,476,080 | 24,371,720 | 84,847,800 | ||||||||||||||||
Cancellation of shares in 2021 | 1,498,709 | 0 | 0 | 0 | 0 | 0 | 1,498,709 | ||||||||||||||||
Cancellation of shares in 2021 (value) | 25,727,248 | 0 | 0 | 0 | 0 | 0 | 25,727,248 | ||||||||||||||||
Vested shares in 2021 | 0 | 1,573,696 | 0 | 0 | 0 | 0 | 1,573,696 | ||||||||||||||||
Vested shares in 2021 (value) | 0 | 23,128,022 | 0 | 0 | 0 | 0 | 23,128,022 | ||||||||||||||||
Vested/cancelled shares 2019 to 2021 | 1,498,709 | 2,541,160 | 0 | 0 | 0 | 0 | 4,039,869 | ||||||||||||||||
Vested/cancelled shares 2019 to 2021 (value) | 25,727,248 | 38,178,485 | 0 | 0 | 0 | 0 | 63,905,733 | ||||||||||||||||
Treasury Shares Repurchased Number at the end of the period 2021 | 0 | 460,131 | 952,386 | 1,147,614 | 0 | 0 | 2,560,131 | ||||||||||||||||
Revaluation at the end of the period | -246,711 | 71,286 | -172,934 | 1,954,906 | 1,489,720 | 3,096,267 | |||||||||||||||||
Revaluation at the end of the period | 0 | 5,431,811 | 10,494,345 | 11,925,892 | 61,066,596 | 25,861,440 | 114,780,083 |
GROSS VALUES (Euros) | As of Jan.1, 2021 | Acquisitions | Reclassifications | Conversion of branches into subsidiaries | Disposals | As of Dec. 31, 2021 | |||||||||||||||||
Intangible assets | |||||||||||||||||||||||
Concessions and patents | 66,277,720 | 3,812,914 | 5,068,198 | - | 261 096 | 74,897,736 | |||||||||||||||||
Goodwill | 51,754,813 | 0 | - | - | - | 51,754,813 | |||||||||||||||||
Other intangible fixed assets | 7,879,328 | 9,586,492 | (5,068,198) | - | - | 12,397,622 | |||||||||||||||||
125,911,861 | 13,399,406 | - | - | 261 096 | 139,050,171 | ||||||||||||||||||
Tangible fixed assets | |||||||||||||||||||||||
General equipment, fixtures, and fittings | 4,359,248 | - | 0 | - | 3 103 848 | 1,255,400 | |||||||||||||||||
Office and computer equipment, furniture | 198,970,285 | 7,323,707 | 149,761 | - | 54,022,460 | 152,421,293 | |||||||||||||||||
Assets under construction | 346,455 | 614,419 | (149,761) | - | - | 811,114 | |||||||||||||||||
Advance payments and deposits | - | 120 079 | - | - | - | 120 079 | |||||||||||||||||
203,675,988 | 8,058,205 | - | - | 57,126,308 | 154,607,886 | ||||||||||||||||||
Other financial assets | |||||||||||||||||||||||
Other financial investments | 136,486,184 | 284,218,081 | - | - | 0 | 420,704,265 | |||||||||||||||||
Portfolio long-term investment securities | 304,894,362 | 21,525,822 | - | - | 275,993,203 | 50,426,982 | |||||||||||||||||
Loans and other financial | 29 392 813 | 76 283 840 | - | - | 32,226,709 | 73,449,943 | |||||||||||||||||
470,773,359 | 382,027,743 | - | - | 308,219,912 | 544,581,191 | ||||||||||||||||||
TOTAL | 800 361 209 | 403 485 354 | - | - | 365 607 316 | 838 239 247 |
DEPRECIATION (Euros) | As of Jan.1, 2021 | Increase | Decrease | Conversion of branches into subsidiaries | As of Dec. 31, 2021 | |||||||||||||||
Intangible assets | ||||||||||||||||||||
Concessions and patents | 53,246,684 | 8,401,092 | 220 649 | - | 61,427,127 | |||||||||||||||
53,246,684 | 8,401,092 | 220 649 | - | 61,427,127 | ||||||||||||||||
Tangible fixed assets | ||||||||||||||||||||
General equipment and fixtures | 4,077,811 | 115,656 | 3 018 238 | - | 1,175,229 | |||||||||||||||
Office and computer equipment and furniture | 117,164,027 | 31,655,193 | 51,390,697 | - | 97,428,523 | |||||||||||||||
Assets under construction | - | - | - | - | ||||||||||||||||
121,241,837 | 31,770,849 | 54,408,935 | - | 98,603,751 | ||||||||||||||||
TOTAL | 174 488 521 | 40 171 942 | 54 629 584 | - | 160 030 879 | |||||||||||||||
Movements during the fiscal year affecting deferrals over several fiscal years | Net amount at beginning of fiscal year | Increase | Depreciation and amortization | Net amount at end of fiscal year | ||||||||||||||||
Expenses to be deferred over several fiscal years | 680 928 | - | 287 461 | 393 467 |
PROVISIONS (Euros) | As of Jan.1, 2021 | Increase | Used reversals | Not used reversals including branches transformation | As of Dec. 31, 2021 | |||||||||||||||
Provisions for risks and charges | ||||||||||||||||||||
Provisions for disputes | 1,288,102 | 1,000,980 | 388,915 | 161,707 | 1,738,460 | |||||||||||||||
Provisions for guarantees given to customers | - | - | - | - | - | |||||||||||||||
Provisions for losses on futures markets | - | - | - | - | - | |||||||||||||||
Provisions for fines and penalties | - | - | - | - | - | |||||||||||||||
Provisions for exchange losses | 43,109,796 | 2,760,941 | - | 43,109,796 | 2,760,941 | |||||||||||||||
Provisions for pensions and similar obligations | - | - | - | - | - | |||||||||||||||
Provisions for taxes | - | - | - | - | - | |||||||||||||||
Provisions for renewal of fixed assets | - | - | - | - | - | |||||||||||||||
Provisions for major repairs | - | - | - | - | - | |||||||||||||||
Provisions for social security and tax charges on paid vacation | - | - | - | - | - | |||||||||||||||
Other provisions for risks and charges | 24,253,235 | 28,010,381 | 24,253,235 | - | 28,010,381 | |||||||||||||||
68,651,134 | 31,772,302 | 24,642,150 | 43,271,503 | 32,509,782 | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
On intangible assets | - | - | - | - | - | |||||||||||||||
On tangible assets | - | - | - | - | - | |||||||||||||||
On equity-method investments | - | - | - | - | - | |||||||||||||||
On equity interests | 2,995,571 | - | - | 2,995,571 | ||||||||||||||||
On other financial investments | 94,796 | 1,364,390 | - | 94,796 | 1,364,390 | |||||||||||||||
On inventory and work in progress | - | - | - | - | ||||||||||||||||
On accounts receivable | 56,977 | 17,324 | - | 56,977 | 17,324 | |||||||||||||||
Other depreciation | - | - | - | - | - | |||||||||||||||
3,147,343 | 1,381,714 | - | 151,773 | 4,377,284 | ||||||||||||||||
GENERAL TOTAL | 71 798 477 | 33 154 016 | 24 642 150 | 43 423 276 | 36 887 066 | |||||||||||||||
operating | 26 277 705 | 24 310 212 | ||||||||||||||||||
financial | 3 048 402 | 43 109 796 | ||||||||||||||||||
extraordinary | 4 115 370 | 645 418 |
Schedule of receivables (Euros) | Gross amount | Up to 1 year | More than 1 year | |||||||||||
Portfolio long-term investment securities | 50,426,982 | - | 50 426 982 | |||||||||||
Loans | - | - | - | |||||||||||
Other financial investments | 73,449,943 | 73,449,943 | - | |||||||||||
Doubtful or disputed receivables | - | - | - | |||||||||||
Other trade receivables | 82,021,079 | 82,021,079 | - | |||||||||||
Other social security receivables | 114 857 | 114 857 | - | |||||||||||
Income taxes | 31,345,539 | 31,345,539 | - | |||||||||||
Value-added tax | 12,457,197 | 12,457,197 | - | |||||||||||
Other taxes, duties, and social security payments | 3,285,518 | 3,285,518 | - | |||||||||||
Group and partners | 92,317,515 | 92,317,515 | - | |||||||||||
Sundry debtors | 8,658,648 | 8,658,648 | - | |||||||||||
Prepaid expenses | 11,925,224 | 11,241,435 | 683 789 | |||||||||||
TOTAL | 366 002 503 | 314 891 731 | 51 110 771 | |||||||||||
Amount of loans granted during fiscal year | 21 604 535 | |||||||||||||
Amount of loans refund during fiscal year | 275 993 203 |
Schedule of liabilities (Euros) | Gross amount | Up to 1 year | Between 1 and 5 years | More than 5 years | |||||||||||||
Loans, debts, and credit with a maximum 1 year maturity | - | - | - | - | |||||||||||||
Loans, debts, and credit for more than 1 year maturity | 171,257 | 0 | 171,257 | - | |||||||||||||
Miscellaneous loans and financial liabilities | - | - | - | - | |||||||||||||
Trade payables and related accounts | 56,213,104 | 56,213,104 | - | - | |||||||||||||
Personnel and related accounts | 22,588,437 | 22,588,437 | - | - | |||||||||||||
Social security and other social bodies | 24,051,156 | 24,051,156 | - | - | |||||||||||||
Income taxes | 12 206 353 | - | - | - | |||||||||||||
Value-added tax | 8,383,475 | 8,383,475 | - | - | |||||||||||||
Other taxes, duties, and related | 0 | — | - | - | |||||||||||||
Debts on fixed assets and related accounts payable | 759,667 | 759,667 | - | - | |||||||||||||
Group and partners | 155,586,566 | 155,586,566 | - | - | |||||||||||||
Other liabilities | 8,137,684 | 8,137,684 | — | - | |||||||||||||
Prepaid income | - | - | - | - | |||||||||||||
TOTAL | 288,097,699 | 275,720,089 | 171,257 | - | |||||||||||||
Loans obtained during the fiscal year | - | ||||||||||||||||
Loans repaid during the fiscal year | 1 054 500 | ||||||||||||||||
Loans, debts contracted with partners | - |
Accrued income | 2021 | 2020 | |||||||||
Intercompany AR | 545,388 | 624,507 | |||||||||
Other equity investments | - | - | |||||||||
Loans | - | - | |||||||||
Other financial investments | - | - | |||||||||
Trade and other receivables | 1,645,185 | 6,663,748 | |||||||||
Other receivables | 131 313 | 0 | |||||||||
Marketable securities | - | - | |||||||||
Cash and cash equivalents | 194,702 | 160,002 | |||||||||
Total (Euros) | 2 516 587 | 7 448 256 |
Accrued expenses | 2021 | 2020 | |||||||||
Convertible bonds | - | - | |||||||||
Other bond issues | - | - | |||||||||
Loans and other liabilities toward credit institutions | - | - | |||||||||
Miscellaneous loans and financial liabilities | - | - | |||||||||
Trade payables and related accounts | 31,976,196 | 14,449,720 | |||||||||
Tax and social security liabilities | 42,103,428 | 32,256,796 | |||||||||
Debts on fixed assets and related accounts payable | 572,038 | 338,231 | |||||||||
Other liabilities | 7 343 878 | 0 | |||||||||
Total (Euros) | 81 995 539 | 47 044 747 |
Deferred income | 2021 | 2020 | |||||||||
Operating income | - | - | |||||||||
Financial income | - | - | |||||||||
Exceptional income | - | - | |||||||||
Total (Euros) | - | - | |||||||||
Prepaid expenses | 2021 | 2020 | |||||||||
Operating expenses | 11 925 224 | 9,756,058 | |||||||||
Financial expenses | - | - | |||||||||
Exceptional expenses | - | - | |||||||||
Total (Euros) | 11 925 224 | 9,756,058 |
Different categories of securities | Nominal value | Number of securities | ||||||||||||||||||
At start of fiscal year | At end of fiscal year | At start of fiscal year | Created | Reimbursed | At end of fiscal year | |||||||||||||||
Ordinary shares | 0.025 | 0.025 | 66,272,106 | 1,109,950 | 1,498,709 | 65,883,347 |
Plans 1 & 2 | Plan 3 | Plan 5 | Plan 6 | Plan 7 | Plan 8 | |||||||||||||||||||||||||||
Dates of grant (board of directors) | Oct 24, 2008 - Sept 14, 2010 | Sept 9, 2009 - Sept 21, 2011 | Nov 18, 2011 - May 22, 2012 | October 25, 2012 | Oct 25, 2012 - April 18, 2013 | Sept 3, 2013 - April 23, 2014 | July 30, 2014 - June 28, 2016 | |||||||||||||||||||||||||
Vesting period | 3 years | 3 - 4 years | 4 years | 1 year | 4-5 years | 4 years | 4 years | 4 years | ||||||||||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | - | ||||||||||||||||||||||||
Expected option life | 8 years | 8 years | 8 years | 8 years | 8 years | 6 - 8 years | 6 years | - | ||||||||||||||||||||||||
Number of options granted | 1,819,120 | 4,289,940 | 1,184,747 | 257,688 | 1,065,520 | 2,317,374 | 4,318,551 | 2,534,262 | ||||||||||||||||||||||||
Type : Share Option (S.O./BSPCE/RSU | BSPCE | BSPCE & OSA | BSPCE & OSA | BSPCE | BSPCE & OSA | BSPCE & OSA | OSA | RSU | ||||||||||||||||||||||||
Share entitlement per option | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||
Exercise price | € 0,45 - € 2,10 | € 0,20 - € 5,95 | € 5,95 | € 8,28 | € 8,28 - € 10,43 | € 12,08 - € 38,81 | € 22,95 - €47,47 | - | ||||||||||||||||||||||||
Performance Conditions | No | Yes (A) | No | Yes (B) | No | No | No | Yes (C) | ||||||||||||||||||||||||
Plan 9 | Plan 10 | Plan 11 | Plan 12 | Plan 13 | Plan 14 | |||||||||||||||||||||||||||
Dates of grant (board of directors) | July 28, 2016 - June 27, 2017 | July 27, 2017 - June 26, 2018 | July 26, 2018 - June 25, 2019 | July 25, 2019 - June 24, 2020 | June 25, 2020 - December 15, 2020 | June 15, 2021 - December 15, 2021 | ||||||||||||||||||||||||||
Vesting period | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4.0 years | ||||||||||||||||||||||
Contractual life | 10 years | - | 10 years | — | 10 years | — | 10 years | — | — | 0 years | ||||||||||||||||||||||
Expected option life | 6 years | - | 6 years | — | 6 years | — | 6 years | — | — | 0 years | ||||||||||||||||||||||
Number of options granted | 502,410 | 2,556,315 | 947,565 | 2,150,498 | 128,380 | 2,712,014 | 515,980 | 3,733,588 | 3,058,526 | 301,338 | ||||||||||||||||||||||
Type : Share Option (S.O./BSPCE/RSU | OSA | RSU | OSA | RSU | OSA | RSU | OSA | RSU | RSU | RSU | ||||||||||||||||||||||
Share entitlement per option | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||
Exercise price | €38,20 - € 43,45 | - | €24,63 - € 28,69 | — | €15.86 - €18.72 | — | €8.66-€15.67 | — | — | — | ||||||||||||||||||||||
Performance Conditions | No | Yes (D) | No | No | No | Yes (E) | No | Yes (F)(G) | Yes (G) | Yes (H) |
Balance at December 31, 2019 | 2,559,534 | 4,978,987 | 7,538,521 | ||||||||
Granted | 140,513 | 2,684,402 | 2,824,915 | ||||||||
Exercised | (223,934) | — | (223,934) | ||||||||
Vested | — | (1,478,894) | (1,478,894) | ||||||||
Forfeited | (370,355) | (1,230,404) | (1,600,759) | ||||||||
Expired | (3,600) | — | (3,600) | ||||||||
Balance at December 31, 2020 | 2,102,158 | 4,954,091 | 7,056,249 | ||||||||
Granted | — | 2,501,397 | 2,501,397 | ||||||||
Exercised | (1,100,733) | — | (1,100,733) | ||||||||
Vested | — | (1,570,815) | (1,570,815) | ||||||||
Forfeited | (430,624) | (585,317) | (1,015,941) | ||||||||
Balance at December 31, 2021 | 570,801 | 5,299,356 | 5,870,157 |
Plans 1 & 2 | Plan 3 | Plan 5 | Plan 6 | Plan 7 | Plan 8 | Plan 9 | Plan 10 | Plan 11 | Plan 12 | RSUs | Total | |||||||||||||||||||||||||||
Balance at December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
Number outstanding | — | 42,644 | 101,852 | 20,870 | 104,131 | 921,534 | 97,013 | 169,754 | 128,380 | 515,980 | 4,954,091 | 7,056,249 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | €5,31 | €5,95 | €9,36 | €20,05 | €29,82 | €41,18 | €26,46 | €17,32 | €13,76 | — | €26,81 | ||||||||||||||||||||||||||
Number exercisable | — | 42,644 | 101,852 | 20,870 | 104,131 | 921,534 | 97,013 | 169,754 | 56,330 | 93,867 | — | 1,607,995 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | €5,31 | €5,95 | €9,36 | €20,05 | €29,82 | €41,18 | €26,46 | €17,32 | — | — | €24,87 | ||||||||||||||||||||||||||
Weighted-average remaining contractual life | € — | 0.5 years | 1.3 years | 2.1 years | 2.9 years | 4.2 years | 6.1 years | 7.3 years | 8.1 years | 9.0 years | — | 5.8 years | ||||||||||||||||||||||||||
Balance at December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Number outstanding | — | 9,400 | 10,382 | 45,751 | 170,006 | — | — | 52,072 | 283,190 | 5,299,356 | 5,870,157 | |||||||||||||||||||||||||||
Weighted-average exercise price | € — | € — | € 5.95 | € 9.37 | € 22.45 | € 30.19 | € — | € — | € 17.21 | € 13.50 | — | € 2,604.00 | ||||||||||||||||||||||||||
Number exercisable | — | — | 9,400 | 10,382 | 45,751 | 170,006 | — | — | 12,117 | 7,638 | — | 255,294 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | € — | €5,95 | € 9.37 | € 22.45 | € 30.19 | € — | 0 | 17.79 | 15.67 | — | € 1,978.00 | ||||||||||||||||||||||||||
Weighted-average remaining contractual life | — | — | 0.2 years | 1.1 years | 1.9 years | 2.9 years | — | — | 7.2 years | 8.1 years | — | 5.7 years |
Plan A | Plan B | Plan C | Plan D | Plan E | Plan F | Plan G | Plan H | Plan I | |||||||||||||||||||||
Dates of grant (board of directors) | November 17, 2009 | March 11, 2010 | Nov 16, 2010 - Sept 21, 2011 | Oct 25, 2012 - March 6, 2013 | March 19, 2015 - Oct 29, 2015 | April 20, 2016 - Mar 1, 2017 | July 27, 2017 - Oct 26, 2017 | October 25, 2018 | October 24, 2019 | ||||||||||||||||||||
Vesting period | 2 years | 3 years | 2 years | 2 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | ||||||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||||||||||||||||||
Expected option life | 8 years | 8 years | 8 years | 8 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | ||||||||||||||||||||
Number of options granted | 231,792 | 277,200 | 192,000 | 125,784 | 38,070 | 59,480 | 46,465 | 125,000 | 105,680 | ||||||||||||||||||||
Share entitlement per warrant | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||
Share warrant price | € 0.02 | € 0.07 - € 0.11 | € 0.04 - € 0.30 | € 0.43 - € 0.48 | € 9.98 - € 16.82 | € 13.89 - € 17.44 | € 13.88 - € 17.55 | € 6.91 | € 6.81 | ||||||||||||||||||||
Exercice price | € 0.70 | € 0.70 | € 0.70 - € 5.95 | € 8.28 - € 9.65 | € 35.18 - € 41.02 | € 33.98 - € 43.42 | € 35.80 - € 44.37 | € 19.71 | € 17.44 | ||||||||||||||||||||
Performance conditions | No | Yes(A) | No | No | No | No | No | No | No |
December 31, 2020 | December 31, 2021 | |||||||
Number outstanding | 343,775 | 343,775 | ||||||
Weighted-average exercise price | €15,12 | €15,12 | ||||||
Number exercisable | 205,890 | 343,775 | ||||||
Weighted-average exercise price | 17,33 | € 15.12 | ||||||
Weighted-average remaining contractual life | 6.8 years | 5.8 years |
Nature of variances | Assets Amount | Difference offset by currency rate hedge | Provision for exchange loss | Amount of Liabilities | |||||||||||||
As of Dec.31, 2021 | As of Dec.31, 2021 | ||||||||||||||||
On other non-financial assets | - | - | - | - | |||||||||||||
On other financial assets | 1,787,336 | - | 1,787,336 | 5,895,349 | |||||||||||||
On receivables | (735,694) | - | (735,694) | 1,573,135 | |||||||||||||
On financial liabilities | 540,232 | - | 540,232 | 579,975 | |||||||||||||
On accounts payable | 1,169,067 | - | 1,169,067 | 283,582 | |||||||||||||
On fixed asset liabilities | - | - | - | - | |||||||||||||
Total (Euros) | 2,760,941 | - | 2,760,941 | 8,332,042 | |||||||||||||
Revenue | France | Abroad | Total | |||||||||||
Sales of finished products | - | - | - | |||||||||||
Sales of intermediate products | - | - | - | |||||||||||
Sales of residual products | - | - | - | |||||||||||
Work | - | - | - | |||||||||||
Studies | - | - | - | |||||||||||
Performance of services | 9,550,942 | 13,268,906 | 22,819,847 | |||||||||||
Sales of goods | - | - | - | |||||||||||
Income from related activities | 3,915,374 | - | 3,915,374 | |||||||||||
Total (euros) | 13,466,316 | 13,268,906 | 26,735,221 |
Euros | Before taxes | Corresponding taxes | After taxes | ||||||||
+ Earnings before tax | 79,911,050 | (3,567,380) | 83,478,429 | ||||||||
+ Extraordinary profit or loss | (7,870,404) | 351,350 | (8,221,753) | ||||||||
- Employee profit sharing | - | - | - | ||||||||
Accounting result | 72,040,646 | (3,216,030) | 75,256,676 |
Subsidiaries | Gross value of shares | Net value | Advance, guarantees & securities | Capital | Equity (excluding capital) before allocation of 2021 result | % of ownership | Dividends distributed in 2021 | 2021 Revenue | 2021 Net Result | ||||||||||||||||||||
(€) | (€) | (€) | (€) | (€) | (€) | (€) | (€) | ||||||||||||||||||||||
Criteo France (France) | 24,062,257 | 24,062,257 | 0 | 1,297,056 | 37,068,766 | 100% | 0 | 166,661,059 | (982,201) | ||||||||||||||||||||
Criteo Ltd (UK) | 14,049,751 | 14,049,751 | 19,976,051 | 119,009 | (384,555) | 100% | 89,815,445 | (1,928,446) | |||||||||||||||||||||
Criteo GmbH (Germany) | 512,404 | 512,404 | 27,891,155 | 25,000 | 9,596,254 | 100% | (5,000,000) | 262,255,573 | 1,422,975 | ||||||||||||||||||||
Criteo BV (Netherlands) | 100,000 | 100,000 | 0 | 100,000 | 2,647,666 | 100% | (1,010,000) | 47,435,210 | 303,172 | ||||||||||||||||||||
Criteo Corp (United States) | 337,965,223 | 337,965,223 | 0 | 73,540,063 | 234,073,513 | 100% | 854,797,680 | 29,519,817 | |||||||||||||||||||||
Criteo Do Brazil Desenvolvimento De Serviços De Internet LTDA (Brasil) | 2,126,831 | 2,126,831 | 0 | 1,229,951 | (2,919,968) | 100% | 48,859,964 | (298,879) | |||||||||||||||||||||
Criteo Australie PTY (Australia) | 71 | 71 | 9,414,986 | 64 | (7,788,041) | 100% | 28,209,608 | (167,223) | |||||||||||||||||||||
Criteo KK (Japan) | 63,766 | 63,766 | 0 | 84,369 | 78,438,972 | 66% | 264,631,739 | 9,005,310 | |||||||||||||||||||||
Criteo SRL (Italy) | 20,000 | 20,000 | 1,867,484 | 20,000 | 5,310,921 | 100% | 0 | 52,387,721 | (1,364,110) | ||||||||||||||||||||
Criteo Singapore PTE Ltd (Singapore) | 24,082,777 | 24,082,777 | 0 | 23,846,083 | (15,196,112) | 100% | 37,820,890 | (198,841) | |||||||||||||||||||||
Criteo LLC (Russia) | 305,709 | 305,709 | 0 | 117 | 355,665 | 100% | (1,383,898) | 29,503,233 | 268,486 | ||||||||||||||||||||
Criteo Espana S.L. (Spain – Madrid) | 3,000 | 3,000 | 3,057,948 | 3,000 | 2,769,241 | 100% | 34,507,834 | (345,003) | |||||||||||||||||||||
Criteo Europa MM S.L. (Spain – Barcelona) | 3,000 | 3,000 | (11,073,702) | 3,000 | 2,816,638 | 100% | 0 | 437,290 | 5,989,780 | ||||||||||||||||||||
Criteo MEA FZ LLC (Dubai) | 12,937 | 12,937 | (1,120,317) | 11,885 | 3,080,575 | 100% | 20,892,120 | (61,339) | |||||||||||||||||||||
Criteo Reklmacilik Hzimztleri ve Ticaret AS (Turkey) | 1,206,576 | 1,206,576 | 0 | 446,385 | (174,252) | 100% | 19,076,789 | (352,893) | |||||||||||||||||||||
Criteo Canada Corp. (Canada) | 1 | 1 | 3,720,884 | 1 | 2,973,611 | 100% | 24,639,828 | 81,937 | |||||||||||||||||||||
Criteo Finance SAS (France) | 10,000 | 10,000 | 3,314,033 | 10,000 | (520,959) | 100% | 18,325,050 | (850,756) | |||||||||||||||||||||
Criteo India Private Limited (India) | 3,139,888 | 3,139,888 | 0 | 3,146,177 | (1,168,534) | 100% | 9,641,267 | 196,116 | |||||||||||||||||||||
Criteo Korea Ltd (Korea) | 78,342 | 78,342 | 0 | 74,273 | 4,893,827 | 100% | 92,657,554 | 1,145,896 | |||||||||||||||||||||
Criteo Nordics AB (Sweden) | 4,876 | 4,876 | 1,463,923 | 4,878 | 1,042,054 | 100% | 30,368,532 | (35,304) | |||||||||||||||||||||
Mad Yourself (United States) | 2,995,571 | 0 | 0 | 883 | 186,297 | 100% | 0 | 0 | |||||||||||||||||||||
Condigolabs (France) | 1,000,000 | 1,000,000 | 0 | 166,667 | 634,000 | 40% | 0 | 0 | |||||||||||||||||||||
Doobe In Site Ltd (Israel) | 4,658,241 | 4,658,241 | 10,425,755 | 2,844 | (10,076,794) | 100% | 2,331,165 | 7,144,931 | |||||||||||||||||||||
Criteo Technology (France) | 10,000 | 10,000 | 0 | 10,000 | 0 | 100% | 0 | 0 |
Annex C-3 | |||||
Annex C-4 | |||||
Annex C-5 | |||||
Annex C-6 | |||||
Annex C-7 | |||||
Annex C-8 | |||||
Annex C-8 | |||||
Annex C-9 | |||||
Annex C-10 | |||||
Annex C-23 | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C-31 | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C-42 | |||||
Annex C-43 | |||||
Annex C- | |||||
Annex C- | |||||
Note | Annex C- | ||||
Annex C- | |||||
Annex C- | |||||
Annex C-51 | |||||
Annex C-52 | |||||
Annex C-53 | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- | |||||
Annex C- |
(In thousands of euros) | (In thousands of euros) | Notes | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | Notes | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||
Revenue | Revenue | 7 | 2,020,115 | 1,816,441 | 1,905,790 | Revenue | 7 | 1,816,441 | 1,905,790 | 1,919,049 | ||||||||||||||||||||||||||||||||||||
Traffic acquisition costs | Traffic acquisition costs | 8 | (1,174,590) | (1,093,376) | (1,127,294) | Traffic acquisition costs | (1,093,376) | (1,127,294) | (1,034,758) | |||||||||||||||||||||||||||||||||||||
Other cost of revenue | Other cost of revenue | 8 | (104,697) | (119,359) | (116,757) | Other cost of revenue | (119,359) | (116,757) | (125,805) | |||||||||||||||||||||||||||||||||||||
Gross Profit | Gross Profit | 740,828 | 603,706 | 661,739 | Gross Profit | 603,706 | 661,739 | 758,486 | ||||||||||||||||||||||||||||||||||||||
Research and development expenses | Research and development expenses | 8/9 | (153,734) | (114,932) | (128,002) | Research and development expenses | 5 | (114,932) | (128,002) | (178,872) | ||||||||||||||||||||||||||||||||||||
Sales and operations expenses | Sales and operations expenses | 8/9 | (337,443) | (287,725) | (274,035) | Sales and operations expenses | 5 | (287,725) | (274,035) | (359,227) | ||||||||||||||||||||||||||||||||||||
General and administrative expenses | General and administrative expenses | 8/9 | (124,465) | (102,199) | (128,553) | General and administrative expenses | 5 | (102,199) | (128,553) | (195,406) | ||||||||||||||||||||||||||||||||||||
Income from Operations | Income from Operations | 125,186 | 98,850 | 131,149 | Income from Operations | 98,850 | 131,149 | 24,981 | ||||||||||||||||||||||||||||||||||||||
Financial and Other income (expense) | Financial and Other income (expense) | 11 | (9,388) | (4,434) | (1,363) | Financial and Other income (expense) | 9 | (4,434) | (1,363) | 15,746 | ||||||||||||||||||||||||||||||||||||
Income before taxes | Income before taxes | 115,798 | 94,416 | 129,786 | Income before taxes | 94,416 | 129,786 | 40,727 | ||||||||||||||||||||||||||||||||||||||
Provision for income taxes | Provision for income taxes | 12 | (34,083) | (28,293) | (13,883) | Provision for income taxes | 10 | (28,293) | (13,883) | (29,655) | ||||||||||||||||||||||||||||||||||||
Net income | Net income | 81,715 | 66,123 | 115,903 | Net income | 66,123 | 115,903 | 11,072 | ||||||||||||||||||||||||||||||||||||||
- Available to shareholders of Criteo S.A. | - Available to shareholders of Criteo S.A. | 77,120 | 63,554 | 113,207 | - Available to shareholders of Criteo S.A. | 21 | 63,554 | 113,207 | 9,266 | |||||||||||||||||||||||||||||||||||||
- Available to non-controlling interests | - Available to non-controlling interests | 4,595 | 2,569 | 2,696 | - Available to non-controlling interests | 21 | 2,569 | 2,696 | 1,806 | |||||||||||||||||||||||||||||||||||||
Basic earnings per share (in € per share) | Basic earnings per share (in € per share) | 24 | 1.20 | 1.04 | 1.86 | Basic earnings per share (in € per share) | 21 | 1.04 | 1.86 | 0.15 | ||||||||||||||||||||||||||||||||||||
Diluted earnings per share (in € per share) | Diluted earnings per share (in € per share) | 24 | 1.18 | 1.03 | 1.78 | Diluted earnings per share (in € per share) | 21 | 1.03 | 1.78 | 0.15 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Net income | Net income | 81,715 | 66,123 | 115,903 | Net income | 66,123 | 115,903 | 11,072 | ||||||||||||||||||||||||||||||||
Foreign currency translation differences, net of taxes | Foreign currency translation differences, net of taxes | 9,338 | (38,204) | 28,806 | Foreign currency translation differences, net of taxes | (38,204) | 28,806 | 11,659 | ||||||||||||||||||||||||||||||||
- Foreign currency translation differences | - Foreign currency translation differences | 9,338 | (38,204) | 28,806 | - Foreign currency translation differences | (38,204) | 28,806 | 11,659 | ||||||||||||||||||||||||||||||||
- Income tax effect | - Income tax effect | — | — | — | - Income tax effect | — | — | — | ||||||||||||||||||||||||||||||||
Actuarial (losses) gains on employee benefits, net of taxes | Actuarial (losses) gains on employee benefits, net of taxes | (1,082) | 4,108 | 1,007 | Actuarial (losses) gains on employee benefits, net of taxes | 4,108 | 1,007 | 2,817 | ||||||||||||||||||||||||||||||||
- Actuarial (losses) gains on employee benefits | - Actuarial (losses) gains on employee benefits | (1,227) | 4,565 | 1,150 | - Actuarial (losses) gains on employee benefits | 4,565 | 1,150 | 3,142 | ||||||||||||||||||||||||||||||||
- Income tax effect | - Income tax effect | 145 | (457) | (143) | - Income tax effect | -457 | -143 | -325 | ||||||||||||||||||||||||||||||||
Comprehensive income | Comprehensive income | 89,971 | 32,027 | 145,716 | Comprehensive income | 32,027 | 145,716 | 25,548 | ||||||||||||||||||||||||||||||||
- Available to shareholders of Criteo S.A. | - Available to shareholders of Criteo S.A. | 84,705 | 30,511 | 143,874 | - Available to shareholders of Criteo S.A. | 30,511 | 143,874 | 26,000 | ||||||||||||||||||||||||||||||||
- Available to non-controlling interests | - Available to non-controlling interests | 5,266 | 1,516 | 1,842 | - Available to non-controlling interests | 1,516 | 1,842 | (452) |
(In thousands of euros) | Notes | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||
Goodwill | 14 | 282,268 | 265,508 | 291,100 | |||||||||||||||||||
Intangible assets | 15 | 77,340 | 64,985 | 72,952 | |||||||||||||||||||
Property, plant and equipment | 16 | 172,832 | 154,426 | 123,574 | |||||||||||||||||||
Marketable Securities - non current | 17 | — | 34,075 | 4,415 | |||||||||||||||||||
Non-current financial assets | 18 | 19,358 | 14,754 | 5,682 | |||||||||||||||||||
Right of use assets - operating leases | 19 | 126,067 | 93,110 | 104,622 | |||||||||||||||||||
Deferred tax assets | 12 | 25,805 | 16,120 | 31,792 | |||||||||||||||||||
TOTAL NON-CURRENT ASSETS | 703,670 | 642,978 | 634,137 | ||||||||||||||||||||
Marketable Securities - current | 17 | — | — | 44,410 | |||||||||||||||||||
Trade receivables | 20 | 425,640 | 386,321 | 513,849 | |||||||||||||||||||
Current tax assets | 12 | 19,427 | 9,045 | 7,762 | |||||||||||||||||||
Other current assets | 21 | 69,139 | 73,466 | 94,524 | |||||||||||||||||||
Cash and cash equivalents | 22 | 372,751 | 397,784 | 455,330 | |||||||||||||||||||
TOTAL CURRENT ASSETS | 886,957 | 866,616 | 1,115,875 | ||||||||||||||||||||
TOTAL ASSETS | 1,590,627 | 1,509,594 | 1,750,012 | ||||||||||||||||||||
(In thousands of euros) | Notes | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||
Share capital | 23 | 1,655 | 1,657 | 1,647 | |||||||||||||||||||
Additional paid-in capital | 303,195 | 301,322 | 297,123 | ||||||||||||||||||||
Currency translation adjustment | 29,256 | (7,895) | 21,765 | ||||||||||||||||||||
Consolidated reserves | 548,648 | 627,883 | 705,183 | ||||||||||||||||||||
Treasury stock | (66,551) | (76,372) | (112,360) | ||||||||||||||||||||
Retained earnings | 77,120 | 63,554 | 113,207 | ||||||||||||||||||||
Equity - available to shareholders of Criteo S.A. | 893,323 | 910,149 | 1,026,565 | ||||||||||||||||||||
Non-controlling interests | 27,274 | 28,931 | 31,034 | ||||||||||||||||||||
TOTAL EQUITY | 920,597 | 939,080 | 1,057,599 | ||||||||||||||||||||
Financial liabilities - non current portion | 26 | 684 | 315 | 318 | |||||||||||||||||||
Non current lease liabilities - operating leases | 19 | 106,330 | 68,011 | 82,380 | |||||||||||||||||||
Retirement benefit obligation | 25 | 7,553 | 5,026 | 5,037 | |||||||||||||||||||
Other non current liabilities | 4,934 | 4,510 | 8,729 | ||||||||||||||||||||
Deferred tax liabilities | 12 | 8,142 | 3,375 | 2,519 | |||||||||||||||||||
TOTAL NON-CURRENT LIABILITIES | 127,643 | 81,237 | 98,983 | ||||||||||||||||||||
Financial liabilities - current portion | 26 | 3,236 | 2,354 | 567 | |||||||||||||||||||
Current lease liabilities - operating leases | 19 | 40,876 | 40,328 | 30,370 | |||||||||||||||||||
Provisions | 28 | 5,681 | 1,833 | 2,701 | |||||||||||||||||||
Trade payables | 347,564 | 299,372 | 380,317 | ||||||||||||||||||||
Current tax liabilities | 3,045 | 2,140 | 5,864 | ||||||||||||||||||||
Other current liabilities | 29 | 141,985 | 143,250 | 173,611 | |||||||||||||||||||
TOTAL CURRENT LIABILITIES | 542,387 | 489,277 | 593,430 | ||||||||||||||||||||
TOTAL EQUITY AND LIABILITIES | 1,590,627 | 1,509,594 | 1,750,012 |
(In thousands of euros) | Notes | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||
Goodwill | 12 | 265,508 | 291,100 | 482,972 | |||||||||||||||||||
Intangible assets | 13 | 64,985 | 72,952 | 164,992 | |||||||||||||||||||
Property, plant and equipment | 14 | 154,426 | 123,574 | 123,017 | |||||||||||||||||||
Marketable Securities - non current portion | 15 | 34,075 | 4,415 | — | |||||||||||||||||||
Non-current financial assets | 11 | 14,754 | 5,682 | 5,558 | |||||||||||||||||||
Restricted cash non-current portion | 11 | — | — | 70,317 | |||||||||||||||||||
Right of use assets - operating leases | 16 | 93,110 | 104,622 | 94,561 | |||||||||||||||||||
Other non-current asset | — | — | 47,645 | ||||||||||||||||||||
Deferred tax assets | 10 | 16,120 | 31,792 | 30,288 | |||||||||||||||||||
TOTAL NON-CURRENT ASSETS | 642,978 | 634,137 | 1,019,350 | ||||||||||||||||||||
Marketable Securities - current portion | 15 | — | 44,410 | 23,531 | |||||||||||||||||||
Trade receivables | 17 | 386,321 | 513,849 | 664,663 | |||||||||||||||||||
Current tax assets | 10 | 9,045 | 7,762 | 22,141 | |||||||||||||||||||
Restricted cash - current portion | 11 | — | — | 23,439 | |||||||||||||||||||
Other current assets | 11/18 | 73,466 | 94,524 | 122,037 | |||||||||||||||||||
Cash and cash equivalents | 19 | 397,784 | 455,330 | 326,518 | |||||||||||||||||||
TOTAL CURRENT ASSETS | 866,616 | 1,115,875 | 1,182,329 | ||||||||||||||||||||
TOTAL ASSETS | 1,509,594 | 1,750,012 | 2,201,679 | ||||||||||||||||||||
(In thousands of euros) | Notes | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||
Share capital | 20 | 1,657 | 1,647 | 1,581 | |||||||||||||||||||
Additional paid-in capital | 301,322 | 297,123 | 239,276 | ||||||||||||||||||||
Currency translation adjustment | (7,895) | 21,765 | 28,255 | ||||||||||||||||||||
Consolidated reserves | 627,883 | 705,183 | 870,859 | ||||||||||||||||||||
Treasury stock | 20 | (76,372) | (112,360) | (166,646) | |||||||||||||||||||
Retained earnings | 63,554 | 113,207 | 9,266 | ||||||||||||||||||||
Equity - available to shareholders of Criteo S.A. | 910,149 | 1,026,565 | 982,591 | ||||||||||||||||||||
Non-controlling interests | 28,931 | 31,034 | 30,952 | ||||||||||||||||||||
TOTAL EQUITY | 939,080 | 1,057,599 | 1,013,543 | ||||||||||||||||||||
Financial liabilities - non-current portion | 23/24 | 315 | 318 | 69 | |||||||||||||||||||
Non-current lease liabilities - operating leases | 16 | 68,011 | 82,380 | 72,096 | |||||||||||||||||||
Retirement benefit obligation | 22 | 5,026 | 5,037 | 3,633 | |||||||||||||||||||
Contingencies - non-current portion | 25 | — | — | 31,675 | |||||||||||||||||||
Other non-current liabilities | 4 | 4,510 | 8,729 | 48,046 | |||||||||||||||||||
Uncertain tax position non-current portion | 10 | — | — | 16,857 | |||||||||||||||||||
Deferred tax liabilities | 10 | 3,375 | 2,519 | 3,189 | |||||||||||||||||||
TOTAL NON-CURRENT LIABILITIES | 81,237 | 98,983 | 175,565 | ||||||||||||||||||||
Financial liabilities - current portion | 23/24 | 2,354 | 567 | 205 | |||||||||||||||||||
Current lease liabilities - operating leases | 16 | 40,328 | 30,370 | 28,790 | |||||||||||||||||||
Contingencies - current portion | 25 | 1,833 | 2,701 | 61,653 | |||||||||||||||||||
Trade payables | 11 | 299,372 | 380,317 | 697,942 | |||||||||||||||||||
Current tax liabilities | 10 | 2,140 | 5,864 | 12,223 | |||||||||||||||||||
Other current liabilities | 26 | 143,250 | 173,611 | 211,758 | |||||||||||||||||||
TOTAL CURRENT LIABILITIES | 489,277 | 593,430 | 1,012,571 | ||||||||||||||||||||
TOTAL EQUITY AND LIABILITIES | 1,509,594 | 1,750,012 | 2,201,679 |
(In thousands of euros) | (In thousands of euros) | Notes | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | Notes | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||
Net income | Net income | 81,715 | 66,123 | 115,903 | Net income | 66,123 | 115,903 | 11,072 | ||||||||||||||||||||||||||||||||||||||
Non-cash and non-operating items | Non-cash and non-operating items | 212,998 | 200,597 | 170,806 | Non-cash and non-operating items | 200,597 | 170,806 | 249,284 | ||||||||||||||||||||||||||||||||||||||
- Amortization and provisions | - Amortization and provisions | 137,400 | 140,473 | 116,139 | - Amortization and provisions | 140,473 | 116,139 | 177,875 | ||||||||||||||||||||||||||||||||||||||
- Share-based compensation expense | - Share-based compensation expense | 36,621 | 25,206 | 37,650 | - Share-based compensation expense | 8 | 25,206 | 37,650 | 62,642 | |||||||||||||||||||||||||||||||||||||
- Net gain on disposal of non-current assets | - Net gain on disposal of non-current assets | — | 2,380 | 1,663 | - Net gain on disposal of non-current assets | 2,380 | 1,663 | (184) | ||||||||||||||||||||||||||||||||||||||
- Interest accrued and non-cash financial income and expenses | - Interest accrued and non-cash financial income and expenses | — | — | (246) | ||||||||||||||||||||||||||||||||||||||||||
- Change in uncertain tax positions | - Change in uncertain tax positions | — | — | 391 | ||||||||||||||||||||||||||||||||||||||||||
- Net change in fair value of Earn-out | - Net change in fair value of Earn-out | — | — | 732 | ||||||||||||||||||||||||||||||||||||||||||
- Change in deferred taxes | - Change in deferred taxes | 12,577 | 3,349 | (15,542) | - Change in deferred taxes | 10 | 3,349 | (15,542) | 3,417 | |||||||||||||||||||||||||||||||||||||
- Income tax for the period | - Income tax for the period | 21,506 | 24,943 | 29,425 | - Income tax for the period | 24,943 | 29,425 | 25,847 | ||||||||||||||||||||||||||||||||||||||
- Interest paid on leasing | - Interest paid on leasing | 4,207 | 2,524 | 1,452 | - Interest paid on leasing | 2,524 | 1,452 | 1,251 | ||||||||||||||||||||||||||||||||||||||
- Other | - Other | 687 | 1,722 | 19 | - Other | 1,722 | 19 | (22,441) | ||||||||||||||||||||||||||||||||||||||
Change in working capital | Change in working capital | 5,566 | (40,386) | (33,007) | Change in working capital | (40,386) | (33,007) | 55,202 | ||||||||||||||||||||||||||||||||||||||
- (Increase) / Decrease in trade receivables | - (Increase) / Decrease in trade receivables | 790 | (3,472) | (114,105) | - (Increase) / Decrease in trade receivables | (3,472) | (114,105) | (40,676) | ||||||||||||||||||||||||||||||||||||||
- Increase / (Decrease) in trade payables | - Increase / (Decrease) in trade payables | (12,420) | (29,338) | 69,898 | - Increase / (Decrease) in trade payables | (29,338) | 69,898 | 129,189 | ||||||||||||||||||||||||||||||||||||||
- (Increase) / Decrease in other current assets | - (Increase) / Decrease in other current assets | 6,802 | (6,294) | (16,684) | - (Increase) / Decrease in other current assets | 18 | (6,294) | (16,684) | (13,551) | |||||||||||||||||||||||||||||||||||||
‘-Increase / (Decrease) in other current liabilities | 10,172 | 5,473 | 27,889 | |||||||||||||||||||||||||||||||||||||||||||
‘- Increase / (Decrease) in other current liabilities | ‘- Increase / (Decrease) in other current liabilities | 5,473 | 27,889 | (17,114) | ||||||||||||||||||||||||||||||||||||||||||
- Change in operating lease liabilities and right of use assets | - Change in operating lease liabilities and right of use assets | 222 | (6,755) | (5) | - Change in operating lease liabilities and right of use assets | 16 | (6,755) | (5) | (2,646) | |||||||||||||||||||||||||||||||||||||
Income taxes paid | Income taxes paid | (46,530) | (15,430) | (24,315) | Income taxes paid | (15,430) | (24,315) | (36,256) | ||||||||||||||||||||||||||||||||||||||
CASH FROM OPERATING ACTIVITIES | CASH FROM OPERATING ACTIVITIES | 253,749 | 210,904 | 229,387 | CASH FROM OPERATING ACTIVITIES | 210,904 | 229,387 | 279,302 | ||||||||||||||||||||||||||||||||||||||
Acquisition of intangible assets, property, plant and equipment | Acquisition of intangible assets, property, plant and equipment | (88,927) | (58,764) | (46,566) | Acquisition of intangible assets, property, plant and equipment | 13/14 | (58,764) | (46,566) | (57,902) | |||||||||||||||||||||||||||||||||||||
Proceeds from disposal of intangible assets, property, plant and equipment | Proceeds from disposal of intangible assets, property, plant and equipment | 1,442 | 1,400 | 1,818 | Proceeds from disposal of intangible assets, property, plant and equipment | 13/14 | 1,400 | 1,818 | 7,569 | |||||||||||||||||||||||||||||||||||||
Payments for (Disposal of) acquired businesses, net of cash acquired (disposed) | Payments for (Disposal of) acquired businesses, net of cash acquired (disposed) | (3,970) | (969) | (8,814) | Payments for (Disposal of) acquired businesses, net of cash acquired (disposed) | 4 | (969) | (8,814) | (135,347) | |||||||||||||||||||||||||||||||||||||
Net gain or (loss) on disposal of non-current financial assets | Net gain or (loss) on disposal of non-current financial assets | (1,220) | (30,160) | (10,935) | Net gain or (loss) on disposal of non-current financial assets | (30,160) | (10,935) | (67,415) | ||||||||||||||||||||||||||||||||||||||
CASH USED FOR INVESTING ACTIVITIES | CASH USED FOR INVESTING ACTIVITIES | (92,675) | (88,493) | (64,497) | CASH USED FOR INVESTING ACTIVITIES | (88,493) | (64,497) | (253,095) | ||||||||||||||||||||||||||||||||||||||
Issuance of long-term borrowings | Issuance of long-term borrowings | — | 140,000 | — | Issuance of long-term borrowings | 140,000 | — | 70,000 | ||||||||||||||||||||||||||||||||||||||
Repayment of borrowings (1) | (913) | (142,821) | (1,056) | |||||||||||||||||||||||||||||||||||||||||||
Repayment of leases (2) | (54,683) | (48,476) | (44,313) | |||||||||||||||||||||||||||||||||||||||||||
Repayment of borrowings (2) | Repayment of borrowings (2) | (142,821) | (1,056) | (70,000) | ||||||||||||||||||||||||||||||||||||||||||
Repayment of leases | Repayment of leases | (48,476) | (44,313) | (33,825) | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from capital increase | Proceeds from capital increase | 1,642 | 1,694 | 21,531 | Proceeds from capital increase | 1,694 | 21,531 | 1,066 | ||||||||||||||||||||||||||||||||||||||
Change in treasury stocks | Change in treasury stocks | (52,957) | (39,208) | (84,870) | Change in treasury stocks | (39,208) | (84,870) | (131,543) | ||||||||||||||||||||||||||||||||||||||
Change in other financial liabilities | Change in other financial liabilities | (1,227) | (1,638) | (3,669) | Change in other financial liabilities | (1,638) | (3,669) | (252) | ||||||||||||||||||||||||||||||||||||||
Other | Other | — | — | 20,662 | ||||||||||||||||||||||||||||||||||||||||||
CASH USED FOR FINANCING ACTIVITIES | CASH USED FOR FINANCING ACTIVITIES | (108,138) | (90,449) | (112,377) | CASH USED FOR FINANCING ACTIVITIES | (90,449) | (112,377) | (143,892) | ||||||||||||||||||||||||||||||||||||||
CHANGE IN NET CASH AND CASH EQUIVALENTS | CHANGE IN NET CASH AND CASH EQUIVALENTS | 52,936 | 31,962 | 52,513 | CHANGE IN NET CASH AND CASH EQUIVALENTS | 31,962 | 52,513 | (117,685) | ||||||||||||||||||||||||||||||||||||||
Net cash and cash equivalents at beginning of period | Net cash and cash equivalents at beginning of period | 22 | 318,276 | 372,751 | 397,784 | Net cash and cash equivalents at beginning of period | 19 | 372,751 | 397,784 | 455,330 | ||||||||||||||||||||||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | Effect of exchange rate changes on cash and cash equivalents | 1,539 | (6,929) | 5,033 | Effect of exchange rate changes on cash and cash equivalents | (6,929) | 5,033 | (11,127) | ||||||||||||||||||||||||||||||||||||||
Net cash and cash equivalents at end of period | Net cash and cash equivalents at end of period | 22 | 372,751 | 397,784 | 455,330 | Net cash and cash equivalents at end of period | 19 | 397,784 | 455,330 | 326,518 |
(In thousands of euros) | Share capital | Additional paid-in capital | Treasury stock | Currency translation adjustment | Consolidated Reserves | Retained earnings | Equity attributable to shareholders of Criteo S.A. | Non-controlling interests | Total equity | ||||||||||||||||||||
Balance at January 1, 2019 | 1,693 | 333,340 | (69,741) | 20,589 | 463,403 | 75,304 | 824,588 | 21,158 | 845,746 | ||||||||||||||||||||
Net income | — | — | — | — | — | 77,120 | 77,120 | 4,595 | 81,715 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | 8,667 | (1,082) | — | 7,585 | 671 | 8,256 | ||||||||||||||||||||
Total comprehensive income | — | — | — | 8,667 | (1,082) | 77,120 | 84,705 | 5,266 | 89,971 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 75,304 | (75,304) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 2 | 1,634 | (52,957) | — | — | — | (51,321) | — | (51,321) | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 35,192 | — | 35,192 | 190 | 35,382 | ||||||||||||||||||||
Change in treasury stock (1) | (40) | (31,779) | 56,147 | — | (24,328) | — | — | — | — | ||||||||||||||||||||
Other changes in equity (2) | — | — | — | — | 159 | — | 159 | 660 | 819 | ||||||||||||||||||||
Balance at December 31, 2019 | 1,655 | 303,195 | (66,551) | 29,256 | 548,648 | 77,120 | 893,323 | 27,274 | 920,597 | ||||||||||||||||||||
Net income | — | — | — | — | — | 63,554 | 63,554 | 2,569 | 66,123 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | (37,151) | 4,108 | — | (33,043) | (1,053) | (34,096) | ||||||||||||||||||||
Total comprehensive income | — | — | — | (37,151) | 4,108 | 63,554 | 30,511 | 1,516 | 32,027 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 77,120 | (77,120) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 6 | 1,689 | (39,208) | — | — | — | (37,514) | — | (37,513.5) | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 23,579 | — | 23,579 | 165 | 23,744 | ||||||||||||||||||||
Change in treasury stock (1) | — | — | 25,966 | — | (25,822) | — | 144 | — | 144 | ||||||||||||||||||||
Other changes in equity | (4) | (3,562) | 3,421 | — | 250 | — | 105 | (24) | 81 | ||||||||||||||||||||
Balance at December 31, 2020 | 1,657 | 301,322 | (76,372) | (7,895) | 627,883 | 63,554 | 910,149 | 28,931 | 939,080 | ||||||||||||||||||||
Net income | — | — | — | — | — | 113,207 | 113,207 | 2,696 | 115,903 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | 29,660 | 1,007 | — | 30,667 | (854) | 29,813 | ||||||||||||||||||||
Total comprehensive income | — | — | — | 29,660 | 1,007 | 113,207 | 143,874 | 1,842 | 145,716 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 63,554 | (63,554) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 27 | 21,504 | — | — | — | — | 21,531 | — | 21,531 | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 35,872 | — | 35,872 | 261 | 36,133 | ||||||||||||||||||||
Change in treasury stock (1) | (37) | (25,703) | (35,988) | — | (23,142) | — | (84,870) | — | (84,870) | ||||||||||||||||||||
Other changes in equity (2) | — | — | — | — | 9 | — | 9 | — | 9 | ||||||||||||||||||||
Balance at December 31, 2021 | 1,647 | 297,123 | (112,360) | 21,765 | 705,183 | 113,207 | 1,026,565 | 31,034 | 1,057,599 | ||||||||||||||||||||
(In thousands of euros) | Share capital | Additional paid-in capital | Treasury stock | Currency translation adjustment | Consolidated Reserves | Retained earnings | Equity attributable to shareholders of Criteo S.A. | Non-controlling interests | Total equity | ||||||||||||||||||||
Balance at January 1, 2020 | 1,655 | 303,195 | (66,551) | 29,256 | 548,648 | 77,120 | 893,323 | 27,274 | 920,597 | ||||||||||||||||||||
Net income | — | — | — | — | — | 63,554 | 63,554 | 2,569 | 66,123 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | (37,151) | 4,108 | — | (33,043) | (1,053) | (34,096) | ||||||||||||||||||||
Total comprehensive income | — | — | — | (37,151) | 4,108 | 63,554 | 30,511 | 1,516 | 32,027 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 77,120 | (77,120) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 6 | 1,689 | (39,208) | — | — | — | (37,514) | — | (37,514) | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 23,579 | — | 23,579 | 165 | 23,744 | ||||||||||||||||||||
Change in treasury stock | — | — | 25,966 | — | (25,822) | — | 144 | — | 144 | ||||||||||||||||||||
Other changes in equity (1) | (4) | (3,562) | 3,421 | — | 250 | — | 105 | (24) | 81 | ||||||||||||||||||||
Balance at December 31, 2020 | 1,657 | 301,322 | (76,372) | (7,895) | 627,883 | 63,554 | 910,149 | 28,931 | 939,080 | ||||||||||||||||||||
Net income | — | — | — | — | — | 113,207 | 113,207 | 2,696 | 115,903 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | 29,660 | 1,007 | — | 30,667 | (854) | 29,813 | ||||||||||||||||||||
Total comprehensive income | — | — | — | 29,660 | 1,007 | 113,207 | 143,874 | 1,842 | 145,716 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 63,554 | (63,554) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 27 | 21,504 | — | — | — | — | 21,531 | — | 21,531 | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 35,872 | — | 35,872 | 261 | 36,133 | ||||||||||||||||||||
Change in treasury stock | (37) | (25,703) | (35,988) | — | (23,142) | — | (84,870) | — | (84,870) | ||||||||||||||||||||
Other changes in equity | — | — | — | — | 9 | — | 9 | — | 9 | ||||||||||||||||||||
Balance at December 31, 2021 | 1,647 | 297,123 | (112,360) | 21,765 | 705,183 | 113,207 | 1,026,565 | 31,034 | 1,057,599 | ||||||||||||||||||||
Net income | — | — | — | — | — | 9,266 | 9,266 | 1,806 | 11,072 | ||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | 6,490 | 10,243 | — | 16,733 | (2,257) | 14,476 | ||||||||||||||||||||
Total comprehensive income | — | — | — | 6,490 | 10,243 | 9,266 | 25,999 | (451) | 25,548 | ||||||||||||||||||||
Allocation of net income from prior period | — | — | — | — | 113,207 | (113,207) | — | — | — | ||||||||||||||||||||
Issuance of common shares | 2 | 1,063 | — | — | — | — | 1,065 | — | 1,065 | ||||||||||||||||||||
Share-based compensation | — | — | — | — | 60,505 | — | 60,505 | 369 | 60,874 | ||||||||||||||||||||
Change in treasury stock | (68) | (58,910) | (54,286) | — | (18,279) | — | (131,543) | — | (131,543) | ||||||||||||||||||||
Other changes in equity | — | — | — | — | — | — | — | — | |||||||||||||||||||||
Balance at December 31, 2022 | 1,581 | 239,276 | (166,646) | 28,255 | 870,859 | 9,266 | 982,591 | 30,952 | 1,013,543 | ||||||||||||||||||||
Country | December 31, 2020 | December 31, 2021 | December 31, 2022 | Consolidation method | ||||||||||||||||||||||||||||||||||||||||
Voting rights | Ownership interest | Voting rights | Ownership interest | Voting rights | Ownership interest | |||||||||||||||||||||||||||||||||||||||
French subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||
Criteo S.A. | France | 100% | 100% | 100% | 100% | 100% | 100% | Parent Company | ||||||||||||||||||||||||||||||||||||
Criteo France S.A.S. | France | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Finance S.A.S. (1) | France | 100% | 100% | 100% | 100% | —% | —% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Technology | France | —% | —% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Condigolabs S.A.S. | France | 100% | 40% | 100% | 40% | 100% | 40% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Foreign subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||
Criteo Ltd. | United Kingdom | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Corp. | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Madyourself Technologies, Inc | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo GmbH | Germany | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Nordics AB. | Sweden | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Korea Ltd. | Korea | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo K.K. | Japan | 100% | 66% | 100% | 66% | 100% | 66% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. | Brazil | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo B.V. | The Netherlands | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Australia Pty Ltd. | Australia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo S.R.L. | Italy | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Advertising (Beijing) Co.Ltd | China | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Singapore Pte.Ltd | Singapore | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo LLC | Russia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Europa MM, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Espana, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Canada Corp. | Canada | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Reklamcilik Hzimetleri ve Ticaret A.S. | Turkey | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo MEA FZ-LLC | United Arab Emirates | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo India Private Limited | India | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Gemini HoldCo, LLC | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Doobe In Site Ltd | Israel | —% | —% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Bidswitch Gmbh | Switzerland | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Bidswitch Inc. | United States | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Gmbh | Switzerland | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Gmbh | Deutschland | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Ltd. | United Kingdom | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Labs Cyprus | Cyprus | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Inc. | United States | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
The MediaGrid Inc. | United States | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Iponweb Labs Arménie | Armenia | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Country | December 31, 2019 | December 31, 2020 | December 31, 2021 | Consolidation method | ||||||||||||||||||||||||||||||||||||||||
Voting rights | Ownership interest | Voting rights | Ownership interest | Voting rights | Ownership interest | |||||||||||||||||||||||||||||||||||||||
French subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||
Criteo S.A. | France | 100% | 100% | 100% | 100% | 100% | 100% | Parent Company | ||||||||||||||||||||||||||||||||||||
Criteo France S.A.S. | France | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Finance S.A.S. | France | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Storetail Marketing Services S.A.S. (*) | France | 100% | 100% | —% | —% | —% | —% | N/A | ||||||||||||||||||||||||||||||||||||
Criteo Technology | France | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Condigolabs S.A.S. | France | 100% | 40% | 100% | 40% | 100% | 40% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Foreign subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||
Criteo Ltd. | United Kingdom | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Storetail Marketing Services LTD | United Kingdom | 100% | 100% | —% | —% | —% | —% | N/A | ||||||||||||||||||||||||||||||||||||
Criteo Corp. | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Madyourself Technologies, Inc | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo GmbH | Germany | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Nordics AB. (*) | Sweden | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Korea Ltd. (*) | Korea | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo K.K. | Japan | 66% | 66% | 66% | 66% | 66% | 66% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. | Brazil | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo B.V. | The Netherlands | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Australia Pty Ltd. | Australia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo S.R.L. | Italy | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Advertising (Beijing) Co.Ltd | China | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Singapore Pte.Ltd | Singapore | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo LLC | Russia | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Europa MM, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Espana, S.L. | Spain | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Storetail Marketing Services S.L.U (***) | Spain | 100% | 100% | —% | —% | —% | —% | N/A | ||||||||||||||||||||||||||||||||||||
Criteo Canada Corp. | Canada | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo Reklamcilik Hzimetleri ve Ticaret A.S. | Turkey | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo MEA FZ-LLC | United Arab Emirates | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Criteo India Private Limited | India | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Gemini HoldCo, LLC | United States | 100% | 100% | 100% | 100% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
Doobe In Site Ltd | Israel | —% | —% | —% | —% | 100% | 100% | Fully consolidated | ||||||||||||||||||||||||||||||||||||
€m | Estimated fair values | ||||
Cash and cash equivalents | 91.5 | ||||
Trade receivables | 98.7 | ||||
Other current assets | 1.1 | ||||
Customer relationships | 7.1 | ||||
Technology | 88.4 | ||||
Other non-current assets | 57.9 | ||||
Trade Payables | (187.8) | ||||
Other current liabilities | (3.0) | ||||
Other non-current liabilities | (53.2) | ||||
Net assets acquired | 100.6 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | ||||||||||||||||||||
Marketing Solutions | 1,869,231 | 1,583,083 | 1,696,910 | ||||||||||||||||||||
Retail Media | 150,884 | 233,358 | 208,880 | ||||||||||||||||||||
Total Revenue | 2,020,115 | 1,816,441 | 1,905,790 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||
Marketing Solutions | 1,583,083 | 1,696,910 | 1,675,150 | ||||||||||||||||||||
Retail Media | 233,358 | 208,880 | 192,346 | ||||||||||||||||||||
Iponweb | 51,554 | ||||||||||||||||||||||
Total Revenue | 1,816,441 | 1,905,790 | 1,919,049 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | ||||||||||||||||||||
Marketing Solutions | 799,560 | 654,446 | 673,074 | ||||||||||||||||||||
Retail Media | 45,965 | 68,619 | 105,422 | ||||||||||||||||||||
Total Contribution ex-TAC | 845,525 | 723,065 | 778,496 | ||||||||||||||||||||
Other costs of sales | (104,697) | (119,359) | (116,757) | ||||||||||||||||||||
Gross profit | 740,828 | 603,706 | 661,739 | ||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
Research and development expenses | (153,734) | (114,932) | (128,002) | ||||||||||||||||||||
Sales and operations expenses | (337,443) | (287,725) | (274,035) | ||||||||||||||||||||
General and administrative expenses | (124,465) | (102,199) | (128,553) | ||||||||||||||||||||
Total Operating expenses | (615,642) | (504,856) | (530,590) | ||||||||||||||||||||
Income from operations | 125,186 | 98,850 | 131,149 | ||||||||||||||||||||
Financial and Other Income (Expense) | (9,388) | (4,434) | (1,363) | ||||||||||||||||||||
Income before tax | 115,798 | 94,416 | 129,786 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||
Marketing Solutions | 654,446 | 673,074 | 679,322 | ||||||||||||||||||||
Retail Media | 68,619 | 105,422 | 153,415 | ||||||||||||||||||||
Iponweb | — | — | 51,554 | ||||||||||||||||||||
Total Contribution ex-TAC | 723,065 | 778,496 | 884,291 | ||||||||||||||||||||
Other costs of sales | (119,359) | (116,757) | (125,805) | ||||||||||||||||||||
Gross profit | 603,706 | 661,739 | 758,487 | ||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
Research and development expenses | (114,932) | (128,002) | (178,872) | ||||||||||||||||||||
Sales and operations expenses | (287,725) | (274,035) | (359,227) | ||||||||||||||||||||
General and administrative expenses | (102,199) | (128,553) | (195,406) | ||||||||||||||||||||
Total Operating expenses | (504,856) | (530,590) | (733,505) | ||||||||||||||||||||
Income from operations | 98,850 | 131,149 | 24,982 | ||||||||||||||||||||
Financial and Other Income (Expense) | (4,434) | (1,363) | 15,746 | ||||||||||||||||||||
Income before tax | 94,416 | 129,786 | 40,728 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Marketable securities | — | 34,075 | 48,825 | |||||||||||||||||
Non-current financial assets | 19,358 | 14,754 | 6,239 | |||||||||||||||||
Trade receivables | 425,640 | 386,321 | 513,849 | |||||||||||||||||
Other current assets | 69,139 | 73,466 | 94,524 | |||||||||||||||||
Cash and cash equivalents | 372,751 | 397,784 | 455,330 | |||||||||||||||||
Total | 886,888 | 906,400 | 1,074,357 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Marketable securities | 34,075 | 48,825 | 23,531 | |||||||||||||||||
Non-current financial assets | 14,754 | 6,239 | 5,558 | |||||||||||||||||
Trade receivables | 386,321 | 513,849 | 664,663 | |||||||||||||||||
Other current assets | 73,466 | 94,524 | 122,037 | |||||||||||||||||
Cash and cash equivalents | 397,784 | 455,330 | 326,518 | |||||||||||||||||
Total | 906,400 | 1,118,767 | 1,142,307 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Value | % | Provision | % | Gross Value | % | Provision | % | Gross Value | % | Provision | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Not yet due | 297,763 | 67 | % | (2,175) | 12 | % | 272,431 | 65 | % | (1,088) | 3 | % | 339,231 | 61 | % | (2,418) | 6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
0-30 days | 85,721 | 19 | % | (1,767) | 10 | % | 70,785 | 17 | % | (712) | 2 | % | 96,181 | 17 | % | (5) | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
31-60 days | 20,035 | 5 | % | (180) | 1 | % | 24,333 | 6 | % | (141) | — | % | 33,326 | 6 | % | (220) | 1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
60-90 days | 9,286 | 2 | % | (178) | 1 | % | 7,551 | 2 | % | (46) | — | % | 17,587 | 3 | % | (65) | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
> 90 days | 30,300 | 7 | % | (13,165) | 75 | % | 43,748 | 10 | % | (30,540) | 94 | % | 67,611 | 13 | % | (37,379) | 93 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 443,105 | 100 | % | (17,465) | 100 | % | 418,848 | 100 | % | (32,527) | 100 | % | 553,936 | 100 | % | (40,087) | 100 | % |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Value | % | Provision | % | Gross Value | % | Provision | % | Gross Value | % | Provision | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Not yet due | 272,431 | 65 | % | (1,088) | 3 | % | 339,231 | 61 | % | (2,418) | 6 | % | 456,034 | 64 | % | (1,001) | 2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
0-30 days | 70,785 | 17 | % | (712) | 2 | % | 96,181 | 17 | % | (5) | — | % | 125,013 | 18 | % | (1,702) | 4 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
31-60 days | 24,333 | 6 | % | (141) | — | % | 33,326 | 6 | % | (220) | 1 | % | 33,031 | 5 | % | (219) | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
60-90 days | 7,551 | 2 | % | (46) | — | % | 17,587 | 3 | % | (65) | — | % | 17,607 | 2 | % | (144) | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
> 90 days | 43,748 | 10 | % | (30,540) | 94 | % | 67,611 | 12 | % | (37,379) | 93 | % | 77,796 | 11 | % | (41,752) | 92 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 418,848 | 100 | % | (32,527) | 100 | % | 553,936 | 100 | % | (40,087) | 100 | % | 709,481 | 100 | % | (44,818) | 100 | % |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
GBP/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | (359) | 359 | 115 | (115) | (285) | 285 | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
USD/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | (2,224) | 2,224 | (3,404) | 3,404 | 1,770 | (1,770) | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
JPY/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | 897 | (897) | 525 | (525) | 793 | (793) | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
BRL/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | (81) | 81 | (40) | 40 | (34) | 34 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
GBP/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | 115 | (115) | (285) | 285 | (428) | 428 | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
USD/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | (3,404) | 3,404 | 1,770 | (1,770) | 3,408 | (3,408) | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
JPY/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | 525 | (525) | 793 | (793) | 531 | (531) | ||||||||||||||||||||||||||||||||
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
BRL/EUR | 10% | (10)% | 10% | (10)% | 10% | (10)% | ||||||||||||||||||||||||||||||||
Net income impact | (40) | 40 | (34) | 34 | (223) | 223 |
December 31, 2019 | December 31, 2020 | ||||||||||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | |||||||||||||||||||||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | ||||||||||||||||||||||||||||||
Financial liabilities | Financial liabilities | 3,920 | 2,828 | 1,867 | 961 | — | Financial liabilities | 2,669 | 2,683 | 2,368 | 315 | — | |||||||||||||||||||||||
Operating lease liabilities | Operating lease liabilities | 147,206 | 147,206 | 40,876�� | 106,330 | — | Operating lease liabilities | 108,339 | 108,339 | 40,328 | 68,011 | — | |||||||||||||||||||||||
Trade payables | Trade payables | 347,564 | 347,564 | 347,564 | — | — | Trade payables | 299,372 | 299,372 | 299,372 | — | — | |||||||||||||||||||||||
Other current liabilities | Other current liabilities | 141,985 | 141,985 | 141,985 | — | — | Other current liabilities | 143,250 | 143,250 | 143,250 | — | — | |||||||||||||||||||||||
Total | Total | 640,675 | 639,583 | 532,292 | 107,291 | — | Total | 553,630 | 553,644 | 485,318 | 68,326 | — | |||||||||||||||||||||||
December 31, 2020 | December 31, 2021 | ||||||||||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | |||||||||||||||||||||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | ||||||||||||||||||||||||||||||
Financial liabilities | Financial liabilities | 2,669 | 2,683 | 2,368 | 315 | — | Financial liabilities | 885 | 885 | 567 | 318 | — | |||||||||||||||||||||||
Operating lease liabilities | Operating lease liabilities | 108,339 | 108,339 | 40,328 | 68,011 | — | Operating lease liabilities | 112,750 | 112,750 | 30,370 | 82,380 | — | |||||||||||||||||||||||
Trade payables | Trade payables | 299,372 | 299,372 | 299,372 | — | — | Trade payables | 380,317 | 380,317 | 380,317 | — | — | |||||||||||||||||||||||
Other current liabilities | Other current liabilities | 143,250 | 143,250 | 143,250 | — | — | Other current liabilities | 173,611 | 173,611 | 173,611 | — | — | |||||||||||||||||||||||
Total | Total | 445,291 | 445,305 | 485,318 | 68,326 | — | Total | 667,563 | 667,563 | 584,865 | 82,698 | — | |||||||||||||||||||||||
December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | (In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | |||||||||||||||||||||||
(In thousands of euros) | Carrying value | Contractual cash flows | Less than 1 year | 1 to 5 years | 5 years + | ||||||||||||||||||||||||||||||
Financial liabilities | Financial liabilities | 885 | 885 | 567 | 318 | — | Financial liabilities | 274 | 274 | 205 | 69 | — | |||||||||||||||||||||||
Operating lease liabilities | Operating lease liabilities | 112,750 | 112,750 | 30,370 | 82,380 | — | Operating lease liabilities | 100,886 | 100,886 | 28,790 | 72,096 | — | |||||||||||||||||||||||
Trade payables | Trade payables | 380,317 | 380,317 | 380,317 | — | — | Trade payables | 697,942 | 697,942 | 697,942 | — | — | |||||||||||||||||||||||
Other current liabilities | Other current liabilities | 173,611 | 173,611 | 173,611 | — | — | Other current liabilities | 211,758 | 211,758 | 211,758 | — | — | |||||||||||||||||||||||
Total | Total | 667,563 | 667,563 | 584,865 | 82,698 | — | Total | 1,010,860 | 1,010,860 | 938,695 | 72,165 | — |
(In thousands of euros) | (In thousands of euros) | Americas | EMEA | Asia-Pacific | Total | (In thousands of euros) | Americas | EMEA | Asia-Pacific | Total | ||||||||||||||||||
December 31, 2019 | 850,570 | 720,099 | 449,446 | 2,020,115 | ||||||||||||||||||||||||
December 31, 2020 | December 31, 2020 | 784,717 | 656,593 | 375,131 | 1,816,441 | December 31, 2020 | 784,717 | 656,593 | 375,131 | 1,816,441 | ||||||||||||||||||
December 31, 2021 | December 31, 2021 | 775,332 | 713,636 | 416,822 | 1,905,790 | December 31, 2021 | 775,332 | 713,636 | 416,822 | 1,905,790 | ||||||||||||||||||
December 31, 2022 | December 31, 2022 | 849,676 | 671,982 | 397,391 | 1,919,049 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Americas | ||||||||||||||||||||
United States | 769,246 | 715,074 | 689,916 | |||||||||||||||||
EMEA | ||||||||||||||||||||
Germany | 178,661 | 161,264 | 184,228 | |||||||||||||||||
United Kingdom | 79,430 | 81,758 | 73,908 | |||||||||||||||||
Asia-Pacific | ||||||||||||||||||||
Japan | 305,785 | 263,933 | 261,486 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Americas | ||||||||||||||||||||
United States | 715,074 | 689,916 | 760,734 | |||||||||||||||||
EMEA | ||||||||||||||||||||
Germany | 161,264 | 184,228 | 186,459 | |||||||||||||||||
United Kingdom | 81,758 | 73,908 | 77,034 | |||||||||||||||||
Asia-Pacific | ||||||||||||||||||||
Japan | 263,933 | 261,486 | 240,699 |
(In thousands of euros) | (In thousands of euros) | Holding | Americas | of which | EMEA | Asia-Pacific | of which | Total | (In thousands of euros) | Holding | Americas | of which | EMEA | Asia-Pacific | of which | Total | ||||||||||||||||||||||||||||||||||||
United States | Japan | Singapore | United States | Japan | Singapore | |||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2019 | 121,612 | 93,050 | 89,111 | 18,102 | 17,408 | 8,561 | 5,314 | 250,172 | ||||||||||||||||||||||||||||||||||||||||||||
December 31, 2020 | December 31, 2020 | 110,434 | 76,176 | 75,813 | 7,128 | 25,673 | 16,733 | 5,707 | 219,411 | December 31, 2020 | 110,434 | 76,176 | 75,813 | 7,128 | 25,673 | 16,733 | 5,707 | 219,411 | ||||||||||||||||||||||||||||||||||
December 31, 2021 | December 31, 2021 | 86,196 | 75,008 | 74,027 | 5,329 | 29,993 | 12,502 | 13,818 | 196,526 | December 31, 2021 | 86,196 | 75,008 | 74,027 | 5,329 | 29,993 | 12,502 | 13,818 | 196,526 | ||||||||||||||||||||||||||||||||||
December 31, 2022 | December 31, 2022 | 176,164 | 87,148 | 84,894 | 4,788 | 19,909 | 8,278 | 11,567 | 288,009 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Traffic acquisition costs | (1,174,590) | (1,093,376) | (1,127,294) | |||||||||||||||||
Other cost of revenue | (104,697) | (119,359) | (116,757) | |||||||||||||||||
- Hosting cost | (30,071) | (31,273) | (26,587) | |||||||||||||||||
- Depreciation and amortization - Leased servers and related equipment (1) | (60,754) | (70,873) | (71,635) | |||||||||||||||||
- Data acquisition costs | (2,151) | (4,348) | (3,569) | |||||||||||||||||
- Other | (11,721) | (12,865) | (14,966) | |||||||||||||||||
Total cost of revenue | (1,279,287) | (1,212,735) | (1,244,051) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Personnel expenses | (104,334) | (79,288) | (91,469) | |||||||||||||||||
- Personnel expenses excluding shared-based payment & research tax credit | (110,490) | (85,300) | (92,033) | |||||||||||||||||
- Share based compensation | (8,325) | (8,559) | (13,809) | |||||||||||||||||
- Research tax credit | 14,481 | 14,571 | 14,373 | |||||||||||||||||
Other cash operating expenses | (25,096) | (18,870) | (22,939) | |||||||||||||||||
-Subcontracting and other headcount-related costs | (14,597) | (9,374) | (9,252) | |||||||||||||||||
- Rent and facilities costs | (3,819) | (3,179) | (5,282) | |||||||||||||||||
- Consulting and professional fees | (3,944) | (4,188) | (7,280) | |||||||||||||||||
- Marketing costs | (3,410) | (1,869) | (758) | |||||||||||||||||
- Other | 674 | (260) | (367) | |||||||||||||||||
Other non-cash operating expenses | (24,304) | (16,774) | (13,594) | |||||||||||||||||
‘- Depreciation and amortization - leases | (8,879) | (6,381) | (4,693) | |||||||||||||||||
- Depreciation and amortization - other | (14,746) | (9,418) | (8,016) | |||||||||||||||||
- Net change in other provisions | (679) | (975) | (885) | |||||||||||||||||
Total Research and development expenses | (153,734) | (114,932) | (128,002) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Personnel expenses | (217,714) | (194,868) | (195,064) | |||||||||||||||||
- Personnel expenses excluding shared-based payment | (202,633) | (185,854) | (184,389) | |||||||||||||||||
- Share based compensation | (15,081) | (9,014) | (10,675) | |||||||||||||||||
Other cash operating expenses | (83,644) | (46,784) | (54,171) | |||||||||||||||||
- Subcontracting and other headcount related costs | (22,022) | (11,684) | (10,929) | |||||||||||||||||
- Rent and facilities costs | (14,941) | (10,879) | (9,660) | |||||||||||||||||
- Consulting and professional fees | (6,242) | (8,462) | (10,129) | |||||||||||||||||
- Marketing costs | (18,583) | (2,528) | (9,335) | |||||||||||||||||
- Operating taxes | (5,535) | (3,746) | (5,537) | |||||||||||||||||
- Other including bad debt expense | (16,321) | (9,485) | (8,581) | |||||||||||||||||
Other non-cash operating expenses | (36,085) | (46,073) | (24,800) | |||||||||||||||||
‘- Depreciation and amortization - leases | (17,938) | (14,981) | (5,870) | |||||||||||||||||
- Depreciation and amortization - other | (22,258) | (14,669) | (12,496) | |||||||||||||||||
- Net change in provision for doubtful receivables | 5,536 | (16,882) | (5,874) | |||||||||||||||||
- Net change in provisions for risks and charges | (1,425) | 459 | (560) | |||||||||||||||||
Total Sales and operations expenses | (337,443) | (287,725) | (274,035) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Personnel expenses | (67,720) | (57,868) | (69,870) | |||||||||||||||||
- Personnel expenses excluding shared-based payment | (54,505) | (50,235) | (56,705) | |||||||||||||||||
- Share based compensation | (13,215) | (7,633) | (13,165) | |||||||||||||||||
Other cash operating expenses | (40,414) | (36,845) | (52,102) | |||||||||||||||||
- Subcontracting and other headcount related costs | (13,203) | (8,381) | (14,529) | |||||||||||||||||
- Rent and facilities costs | (4,674) | (4,684) | (5,865) | |||||||||||||||||
- Consulting and professional fees | (17,265) | (17,590) | (28,263) | |||||||||||||||||
- Marketing costs | (2,796) | (1,441) | (1,757) | |||||||||||||||||
- Other | (2,476) | (4,749) | (1,688) | |||||||||||||||||
Other non-cash operating expenses | (16,331) | (7,486) | (6,581) | |||||||||||||||||
‘- Depreciation and amortization - leases | (7,169) | (4,822) | (3,017) | |||||||||||||||||
- Depreciation and amortization - other | (6,432) | (4,217) | (2,552) | |||||||||||||||||
- Net change in provision for risks and charges | (2,730) | 1,553 | (1,012) | |||||||||||||||||
Total General and administrative expenses | (124,465) | (102,199) | (128,553) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Research and development expenses | (104,334) | (79,288) | (91,469) | |||||||||||||||||
Sales and operations expenses | (217,714) | (194,868) | (195,064) | |||||||||||||||||
General and administrative expenses | (67,720) | (57,868) | (69,870) | |||||||||||||||||
Total Personnel expenses | (389,768) | (332,024) | (356,403) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Wages and salaries | (274,104) | (244,397) | (254,068) | |||||||||||||||||
Severance pay | (11,170) | (4,599) | (6,040) | |||||||||||||||||
Social charges | (68,415) | (66,172) | (76,525) | |||||||||||||||||
Other social expenses | (13,857) | (6,221) | 3,507 | |||||||||||||||||
Share based compensation | (36,621) | (25,206) | (37,650) | |||||||||||||||||
Profit sharing | (82) | — | — | |||||||||||||||||
Research tax credit (classified as a reduction of R&D expenses) | 14,481 | 14,571 | 14,373 | |||||||||||||||||
Total personnel expenses | (389,768) | (332,024) | (356,403) |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||
Research and Development | (8,559) | (13,809) | (35,530) | ||||||||
Sales and Operations | (9,014) | (10,675) | (13,495) | ||||||||
General and Administrative | (7,633) | (13,165) | (13,616) | ||||||||
Total share-based compensation | (25,206) | (37,649) | (62,641) | ||||||||
Tax benefit from stock-based compensation | 2,382 | 4,106 | 5,147 | ||||||||
Total share-based compensation, net of tax effect | (22,824) | (33,543) | (57,494) |
Options Outstanding | ||||||||||||||
Number of Shares Underlying Outstanding Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||
Outstanding - December 31, 2021 | 561,584 | |||||||||||||
Options granted | — | |||||||||||||
Options exercised | (56,767) | |||||||||||||
Options canceled | (133,648) | |||||||||||||
Options expired | 1,160 | |||||||||||||
Outstanding - December 31, 2022 | 372,329 | €20.70 | 4.62 | €5.83 | ||||||||||
Vested and exercisable - December 31, 2022 | 278,462 |
Shares LUS | Weighted-Average Grant date Fair Value Per Share | |||||||
Outstanding as of December 2021 | — | |||||||
Granted | 2,960,243 | |||||||
Vested | — | |||||||
Forfeited | — | |||||||
Outstanding as of December 31, 2022 | 2,960,243 | $23.94 |
Shares (RSU) | Weighted-Average Grant date Fair Value Per Share | |||||||
Outstanding as of December 2021 | 4,765,558 | |||||||
Granted | 3,004,700 | |||||||
Vested | (1,488,533) | |||||||
Forfeited | (931,770) | |||||||
Outstanding as of December 31, 2022 | 5,349,955 | € | 24.84 |
Shares (PSU) | Weighted-Average Grant date Fair Value Per Share | |||||||
Outstanding as of December 2021 | 533,798 | |||||||
Granted | 464,182 | |||||||
Vested | (144,403) | |||||||
Forfeited | (331,110) | |||||||
Outstanding as of December 31, 2022 | 522,467 | € | 23.55 |
Shares | Weighted-Average Grant date Fair Value Per Share | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||
Outstanding - December 31, 2021 | 343,755 | |||||||||||||
Granted | — | |||||||||||||
Exercised | (41,000) | |||||||||||||
Canceled | — | |||||||||||||
Expired | — | |||||||||||||
Outstanding - December 31, 2022 | 302,755 | € | 15.91 | 5.43 | € | 11.8 |
Plans 1&2 | Plan 3 | Plan 5 | Plan 6 | Plan 7 | Plan 8 | Plan 9 | Plan 10 | Plan 11 | Plan 12 | Plan 13 | Plan 14 | |||||||||||||||||||||||||||||||||||||||||||||
Dates of grant (board of directors) | Oct 24, 2008 - Sept 14, 2010 | Sept 9, 2009 - Sept 21, 2011 | Nov 18, 2011 - May 22, 2012 | Oct 25, 2012 | Oct 25, 2012 - April 18, 2013 | Sept 3, 2013 - April 23, 2014 | July 30, 2014 - June 28, 2016 | July 28, 2016 - June 27, 2017 | July 27, 2017 - Jun 26, 2018 | July 26, 2018 - June 25, 2019 | July 25, 2019 - June 24, 2020 | June 25, 2020 - June 14, 2021 | June 15, 2021 - December 15, 2021 | |||||||||||||||||||||||||||||||||||||||||||
Vesting period | 3 years | 3 - 4 years | 4 years | 1 year | 4-5 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years | 4.0 years | ||||||||||||||||||||||||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | - | 10 years | - | 10 years | - | 10 years | - | 10 years | — | — | 0 years | ||||||||||||||||||||||||||||||||||||||
Expected life | 8 years | 8 years | 8 years | 8 years | 8 years | 6 - 8 years | 6 years | - | 6 years | - | 6 years | - | 6 years | - | 6 years | — | — | 0 years | ||||||||||||||||||||||||||||||||||||||
Number of options granted | 1819 120 | 4289 940 | 1184 747 | 257,688 | 1065 520 | 2317 374 | 4318 551 | 2534 262 | 502,410 | 2556 315 | 947,565 | 2150 498 | 128,380 | 2712 014 | 515,980 | 3733 588 | 3058 526 | 301,338 | ||||||||||||||||||||||||||||||||||||||
Type: Share Option (S.O. / BSPCE / RSU) | BSPCE | BSPCE & OSA | BSPCE & OSA | BSPCE | BSPCE & OSA | BSPCE & OSA | OSA | RSU | OSA | RSU | OSA | RSU | OSA | RSU | OSA | RSU | RSU | RSU | ||||||||||||||||||||||||||||||||||||||
Share entitlement per option | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||
Exercise price | € 0,45 - € 2,10 | € 0,20 - € 5,95 | € 5,95 | € 8,28 | € 8,28 - € 10,43 | € 12,08 - € 38,81 | € 22,95 - €47,47 | - | €38,20 - € 43,45 | - | €24,63 - € 28,69 | - | €15.86 - €18.72 | - | €8.66-€15.67 | — | — | — | ||||||||||||||||||||||||||||||||||||||
Valuation method | Black & Scholes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant date share fair value | €0.20 - €0.70 | €0.20 - €4.98 | € 4.98 | € 6.43 | €5.45 - €6.43 | €12.08 - €38.81 | €22.50 - €47.47 | €35.18 - €35.58 | €38.20 - €43.45 | €33.98 - €49.08 | €24.63 - €28.69 | €22.92 - €44.37 | €15.86 - €17.98 | €24.92 - €44.37 | €8.66-€15.67 | € 3.29-€17.44 | €10.79-€33.36 | €27.92 - €35.65 | ||||||||||||||||||||||||||||||||||||||
Expected volatility(1) | 53.0% - 55.7% | 55.2% - 57.8% | 52.1% - 52.9% | 50.20% | 49.6% - 50.2% | 44.2% - 50.1% | 39.4% - 44.5% | - | 40.6% - 41.3% | - | 41.0% - 41.5% | - | 40.7% - 41.2% | - | 39.2%-39.9% | — | — | — | ||||||||||||||||||||||||||||||||||||||
Discount rate(2) | 2.74% - 4.10% | 2.62% - 3.76% | 2.79% - 3.53% | 2.20% | 1.80% - 2.27% | 1.20% - 2.40% | 0.00% - 0.71% | N/A | N/A | N/A | 0.6% - 0.7% | N/A | 0.1% - 0.9% | N/A | 0.0%-0.25% | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||||
Performance conditions | No | Yes (A) | No | Yes (B) | No | No | No | Yes (C) | No | Yes (D) | No | No | No | Yes (E) | No | Yes (F)(G) | Yes (G) | Yes (H) | ||||||||||||||||||||||||||||||||||||||
Fair value per option / RSU | €0.08 - €0.45 | €0.08 - €2.88 | €2.75 - €2.95 | €3.28 | €3.28 - €5.83 | €6.85 - €16.90 | €9.47 - €17.97 | €26.16 - €37.10 | €14.49 - €16.82 | €33.98 - €49.08 | €9.85 - €11.40 | €22.92 - €44.37 | €6.15 - €6.94 | €15.86 - €30.80 | €3.29 -€5.78 | €8.66-€17.44 | €10.79-€33.36 | €27.92 - €35.65 |
BSPCE/OSA | RSUs | Total | |||||||||
Balance at January 1, 2019 | 3,187,465 | 4,780,137 | 7,967,602 | ||||||||
Granted | 438,347 | 3,147,751 | 3,586,098 | ||||||||
Exercised | (83,266) | — | (83,266) | ||||||||
Vested | — | (1,219,112) | (1,219,112) | ||||||||
Forfeited | (983,012) | (1,729,789) | (2,712,801) | ||||||||
Balance at December 31, 2019 | 2,559,534 | 4,978,987 | 7,538,521 | ||||||||
Granted | 140,513 | 2,684,402 | 2,824,915 | ||||||||
Exercised | (223,934) | — | (223,934) | ||||||||
Vested | — | (1,478,894) | (1,478,894) | ||||||||
Forfeited | (370,355) | (1,230,404) | (1,600,759) | ||||||||
Expired | (3,600) | — | (3,600) | ||||||||
Balance at December 31, 2020 | 2,102,158 | 4,954,091 | 7,056,249 | ||||||||
Granted | — | 2,501,397 | 2,501,397 | ||||||||
Exercised | (1,100,733) | — | (1,100,733) | ||||||||
Vested | — | (1,570,815) | (1,570,815) | ||||||||
Forfeited | (430,624) | (585,317) | (1,015,941) | ||||||||
Balance at December 31, 2021 | 570,801 | 5,299,356 | 5,870,157 |
Plans 1&2 | Plan 3 | Plan 5 | Plan 6 | Plan 7 | Plan 8 | Plan 9 | Plan 10 | Plan 11 | Plan 12 | RSUs | Total | |||||||||||||||||||||||||||
Balance at December 31, 2019 | ||||||||||||||||||||||||||||||||||||||
Number outstanding | 3,600 | 63,544 | 230,673 | 26,350 | 216,157 | 1,080,017 | 116,580 | 318,766 | 128,380 | 375,467 | 4,978,987 | 7,538,521 | ||||||||||||||||||||||||||
Weighted-average exercise price | € 0.70 | € 4.37 | € 5.95 | € 9.28 | € 17.70 | € 29.69 | € 41.50 | 26.58 | 17.32 | 15.67 | — | € 23.09 | ||||||||||||||||||||||||||
Number exercisable | 3,600 | 63,544 | 230,673 | 26,350 | 216,157 | 1,066,670 | 80,966 | 129,908.00 | 16,375.00 | — | — | 1,834,243 | ||||||||||||||||||||||||||
Weighted-average exercise price | € 0.70 | € 4.37 | € 5.95 | € 9.28 | € 17.70 | € 29.58 | € 41.17 | 26.42 | — | — | — | € 24.12 | ||||||||||||||||||||||||||
Weighted-average remaining contractual life | 0.2 years | 1.4 years | 2.3 years | 3 years | 3.9 years | 5.1 years | 7.1 years | 8.3 years | 9.1 years | 9,9 years | — | 6,2 years | ||||||||||||||||||||||||||
Balance at December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
Number outstanding | — | 42,644 | 101,852 | 20,870 | 104,131 | 921,534 | 97,013 | 169,754 | 128,380 | 515,980 | 4,954,091 | 7,056,249 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | €5,31 | €5,95 | €9,36 | €20,05 | €29,82 | €41,18 | €26,46 | €17,32 | €13,76 | — | €26,81 | ||||||||||||||||||||||||||
Number exercisable | — | 42,644 | 101,852 | 20,870 | 104,131 | 921,534 | 97,013 | 169,754 | 56,330 | 93,867 | — | 1,607,995 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | €5,31 | €5,95 | €9,36 | €20,05 | €29,82 | €41,18 | €26,46 | €17,32 | — | — | €24,87 | ||||||||||||||||||||||||||
Weighted-average remaining contractual life | € — | 0.5 years | 1.3 years | 2.1 years | 2.9 years | 4.2 years | 6.1 years | 7.3 years | 8.1 years | 9.0 years | — | 5.8 years | ||||||||||||||||||||||||||
Balance at December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Number outstanding | — | 9,400 | 10,382 | 45,751 | 170,006 | — | — | 52,072 | 283,190 | 5,299,356 | 5,870,157 | |||||||||||||||||||||||||||
Weighted-average exercise price | € — | € — | € 5.95 | € 9.37 | € 22.45 | € 30.19 | € — | € — | € 17.21 | € 13.50 | — | € 26.04 | ||||||||||||||||||||||||||
Number exercisable | — | — | 9,400 | 10,382 | 45,751 | 170,006 | — | — | 12,117 | 7,638 | — | 255,294 | ||||||||||||||||||||||||||
Weighted-average exercise price | € — | € — | €5,95 | € 9.37 | € 22.45 | € 30.19 | € — | €— | 17.79 | 15.67 | — | € 19.78 | ||||||||||||||||||||||||||
Weighted-average remaining contractual life | — | — | 0.2 years | 1.1 years | 1.9 years | 2.9 years | — | — | 7.2 years | 8.1 years | — | 5.7 years |
Plan A | Plan B | Plan C | Plan D | Plan E | Plan F | Plan G | Plan H | Plan I | |||||||||||||||||||||
Dates of grant (board of director) | Nov 17, 2009 | March 11, 2010 | Nov 16, 2010 - Sept 21, 2011 | Oct 25, 2012 - March 6, 2013 | March 19, 2015 - Oct 29, 2015 | April 20, 2016 - Mar 1, 2017 | Jul 27, 2017 - Oct 26, 2017 | Oct 25, 2018 | October 24, 2019 | ||||||||||||||||||||
Vesting period | 2 years | 3 years | 2 years | 2 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | 1 - 4 years | ||||||||||||||||||||
Contractual life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | ||||||||||||||||||||
Expected life | 8 years | 8 years | 8 years | 8 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | 4 - 9 years | ||||||||||||||||||||
Number of warrants granted | 231,792 | 277,200 | 192,000 | 125,784 | 38,070 | 59,480 | 46,465 | 125,000 | 105,680 | ||||||||||||||||||||
Share entitlement per warrant | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||
Share warrant price | € 0,02 | € 0,07 - € 0,11 | € 0,04 - € 0,30 | € 0,43 - € 0,48 | € 9,98 - € 16,82 | € 13,89 - € 17,44 | €13.88 - € 17.55 | € 6,91 | €6,81 | ||||||||||||||||||||
Exercise price | € 0,70 | € 0,70 | € 0,70 - € 5,95 | € 8,28 - € 9,65 | € 35,18 - € 41,02 | € 33,98 - € 43,42 | € 35.80 - € 44.37 | € 19,71 | €17,44 | ||||||||||||||||||||
Performance conditions | No | Yes (A) | No | No | No | No | No | No | Non | ||||||||||||||||||||
Valuation method | Binomial method | ||||||||||||||||||||||||||||
Grant date share fair value | € 0,20 | € 0,70 | € 0,70 - € 4,98 | € 6,43 - € 9,65 | € 35,18 - € 41,02 | € 33,98 - € 44,33 | € 35,80 - € 44,37 | € 19,71 | €17,44 | ||||||||||||||||||||
Expected volatility(1) | 55.7 | % | 55.2 | % | 53,5% - 55,0% | 50,0% - 50,2% | 39.9 | % | 40,6% - 40,9% | 41,0% - 41,3% | 40,7% | 37.2 | % | ||||||||||||||||
Discount rate(2) | 3.58 | % | 3.44 | % | 2,62%-3,38% | 2,13%-2,27% | 0,00%-0,52% | 0,10%-0,66% | 0,54%-0,60% | 0,6% | (0,2)% | ||||||||||||||||||
Fair value per warrant | € 0,05 | € 0,33 - € 0,38 | € 0,40 - € 2,58 | € 2,85 - € 4,98 | € 9,98 - € 16,82 | € 13,89 - € 14,55 | € 13,88 - € 17,55 | € 6,91 | € 6,81 |
December 31, 2019 | December 31, 2020 | December 31, 2021 | ||||||||||||||||||
Number outstanding | 363,767 | 343,775 | 343,775 | |||||||||||||||||
Weighted-average exercise price | €14,83 | €15,12 | €15,12 | |||||||||||||||||
Number exercisable | 156,604 | 205,890 | 343,775 | |||||||||||||||||
Weighted-average exercise price | € 17.52 | € 17.33 | € 15.12 | |||||||||||||||||
Weighted-average remaining contractual life | 7.6 years | 6.8 years | 5.8 years |
Balance at December 31, 2019 | Balance at December 31, 2020 | Balance at December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands of euros) | R&D | S&O | G&A | Total | R&D | S&O | G&A | Total | R&D | S&O | G&A | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs | (8,701) | (15,437) | (9,923) | (34,061) | (8,559) | (8,664) | (5,803) | (23,026) | (13,809) | (10,433) | (11,061) | (35,303) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share options/BSPCE | 376 | 356 | (2,054) | (1,322) | — | (350) | (368) | (718) | — | (242) | (588) | (830) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 7 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 8 | 117 | 81 | (167) | 31 | — | — | (17) | (17) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 9 | 180 | 231 | (281) | 130 | — | — | 203 | 203 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 10 | 79 | 159 | (1,299) | (1,061) | — | — | 767 | 767 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 11 | — | (115) | (240) | (355) | — | (167) | (104) | (271) | — | (70) | (50) | (120) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan 12 | — | — | (67) | (67) | — | (183) | (1,217) | (1,400) | — | (172) | (538) | (710) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant | — | — | (1,238) | (1,238) | — | — | (1,462) | (1,462) | — | — | (1,517) | (1,517) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plans E, F, G and H | — | — | (1,238) | (1,238) | — | — | (1,462) | (1,462) | — | — | (1,517) | (1,517) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | (8,325) | (15,081) | (13,215) | (36,621) | (8,559) | (9,014) | (7,633) | (25,206) | (13,809) | (10,675) | (13,166) | (37,650) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Financial income from cash equivalents | Financial income from cash equivalents | 1,365 | 979 | 536 | Financial income from cash equivalents | 979 | 536 | 1,837 | ||||||||||||||||||||||||||||||||
Interest and fees | Interest and fees | (2,126) | (2,463) | (1,921) | Interest and fees | (2,463) | (1,921) | (1,922) | ||||||||||||||||||||||||||||||||
- Interest on debt | - Interest on debt | (1,567) | (2,086) | (1,682) | - Interest on debt | (2,086) | (1,682) | (1,443) | ||||||||||||||||||||||||||||||||
- Commissions | - Commissions | (559) | (377) | (239) | - Commissions | (377) | (239) | (479) | ||||||||||||||||||||||||||||||||
Interest on leases (1) | Interest on leases (1) | (4,207) | (2,524) | (1,452) | Interest on leases (1) | (2,524) | (1,452) | (1,251) | ||||||||||||||||||||||||||||||||
Foreign exchange loss | (3,997) | (343) | (3,080) | |||||||||||||||||||||||||||||||||||||
Other financial expense | (423) | (83) | 4,554 | |||||||||||||||||||||||||||||||||||||
Interest income (expense) on contingencies | Interest income (expense) on contingencies | — | — | 2,143 | ||||||||||||||||||||||||||||||||||||
Discounting impact | Discounting impact | — | — | (4,461) | ||||||||||||||||||||||||||||||||||||
Foreign exchange gain / (loss) | Foreign exchange gain / (loss) | (343) | (3,080) | 18,775 | ||||||||||||||||||||||||||||||||||||
Other financial income (expense) | Other financial income (expense) | (83) | 4,554 | 625 | ||||||||||||||||||||||||||||||||||||
Total financial and other income (expense) | Total financial and other income (expense) | (9,388) | (4,434) | (1,363) | Total financial and other income (expense) | (4,434) | (1,363) | 15,746 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Current income tax | Current income tax | (21,506) | (24,944) | (29,425) | Current income tax | (24,944) | (29,425) | (26,244) | ||||||||||||||||||||||||||||||||
Deferred tax | Deferred tax | (12,577) | (3,349) | 15,542 | Deferred tax | (3,349) | 15,542 | (3,411) | ||||||||||||||||||||||||||||||||
Income tax | Income tax | (34,083) | (28,293) | (13,883) | Income tax | (28,293) | (13,883) | (29,655) |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Income before taxes | 115,798 | 94,416 | 129,786 | |||||||||||||||||
Theoretical group tax rates | 34.43 | % | 32.02 | % | 28.4 | % | ||||||||||||||
Nominal tax expense | (39,869) | (30,232) | (36,859) | |||||||||||||||||
Increase/decrease in tax expense arising from : | ||||||||||||||||||||
- Research tax credit (1) | 9,692 | 4,639 | 4,082 | |||||||||||||||||
- Net effect of share based compensation (2) | (11,998) | (10,170) | 1,209 | |||||||||||||||||
- BEAT waiver election (3) | (14,260) | (16,345) | (5,548) | |||||||||||||||||
- Other permanent differences (4) | (6,848) | 7,860 | (5,475) | |||||||||||||||||
- Non recognition of deferred tax assets related to tax losses and temporary differences (5) | (2,423) | (5,279) | (1,407) | |||||||||||||||||
- Utilization or recognition of previously unrecognized tax losses (6) | 18,433 | 2,199 | 8,896 | |||||||||||||||||
- French CVAE included in income taxes | (3,244) | (3,033) | (1,834) | |||||||||||||||||
- Special tax deduction (7) | 14,243 | 11,734 | 21,684 | |||||||||||||||||
- Effect of different tax rates | 4,267 | 3,546 | (440) | |||||||||||||||||
- Other differences | (2,076) | 6,788 | 1,809 | |||||||||||||||||
Effective tax expense | (34,083) | (28,293) | (13,883) | |||||||||||||||||
Effective tax rate | (29.5) | % | (30.1) | % | (10.5) | % |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Income before taxes | 94,416 | 129,786 | 40,723 | |||||||||||||||||
Theoretical group tax rates | 32.02 | % | 28.4 | % | 25.82 | % | ||||||||||||||
Nominal tax (expense) benefit | (30,232) | (36,859) | (10,515) | |||||||||||||||||
Increase/decrease in tax expense arising from : | ||||||||||||||||||||
French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) | 4,639 | 4,082 | 2,753 | |||||||||||||||||
Shared-based compensation, net of tax deductions | (10,170) | 1,209 | (2,923) | |||||||||||||||||
BEAT tax | (16,345) | (5,548) | — | |||||||||||||||||
Non-tax deductible provision from loss contingency on regulatory matters (see Note 25) | — | — | (16,106) | |||||||||||||||||
Non deductible expenses | 7,860 | (5,475) | (5,874) | |||||||||||||||||
Non recognition of deferred tax assets | (5,279) | (1,407) | (3,038) | |||||||||||||||||
Utilization or recognition of previously unrecognized tax losses | 2,199 | 8,896 | 4,405 | |||||||||||||||||
French business tax - (“CVAE”) (1) | (3,033) | (1,834) | (1,554) | |||||||||||||||||
Income eligible to reduced taxation rate (2) | 11,734 | 21,684 | 6,421 | |||||||||||||||||
Change in uncertain tax positions | — | — | (391) | |||||||||||||||||
Effect of different tax rates | 6,788 | 1,809 | (2,643) | |||||||||||||||||
Other differences | 3,546 | (440) | (190) | |||||||||||||||||
Effective tax (expense) benefit | (28,293) | (13,883) | (29,655) | |||||||||||||||||
Effective tax rate | (30.1) | % | (10.5) | % | (72.8) | % |
(in thousands of euros) | Defined Benefit Obligation | Tax losses | Intangible & Tangible assets | Other* | Limitation of Deferred Tax Assets | Deferred Tax Position | ||||||||||||||
Balance at January 1, 2019 | 1,665 | 48,347 | (20,769) | 28,448 | (37,681) | 20,010 | ||||||||||||||
Recognized in profit or loss | 513 | (24,725) | 1,543 | (5,640) | 15,732 | (12,577) | ||||||||||||||
Recognized in other comprehensive income | 422 | — | — | — | (277) | 145 | ||||||||||||||
Change in scope | — | (288) | — | — | 288 | — | ||||||||||||||
Currency translation adjustments | — | 680 | (335) | 507 | (688) | 164 | ||||||||||||||
Transfer | — | — | — | 9,921 | — | 9,921 | ||||||||||||||
Balance at December 31, 2019 | 2,600 | 24,014 | (19,561) | 33,236 | (22,626) | 17,663 | ||||||||||||||
Recognized in profit or loss | 173 | (3,500) | 1,746 | 9,124 | (10,892) | (3,349) | ||||||||||||||
Recognized in other comprehensive income | (1,320) | — | — | 863 | (457) | |||||||||||||||
Change in scope | — | 980 | 26 | 131 | (1,028) | 109 | ||||||||||||||
Currency translation adjustments | — | (1,463) | 1,156 | (3,562) | 2,648 | (1,221) | ||||||||||||||
Transfer | — | — | — | — | — | — | ||||||||||||||
Balance at December 31, 2020 | 1,453 | 20,031 | (16,633) | 38,929 | (31,035) | 12,745 | ||||||||||||||
Recognized in profit or loss | 144 | 5,975 | 1,711 | 7,119 | 800 | 15,749 | ||||||||||||||
Recognized in other comprehensive income | (337) | — | — | — | 194 | (143) | ||||||||||||||
Change in scope | 2,080 | (1,487) | 18 | (611) | — | |||||||||||||||
Currency translation adjustments | 2 | 1,517 | (1,175) | 2,243 | (1,665) | 922 | ||||||||||||||
Transfer | — | — | (1,214) | (206) | 1,420 | — | ||||||||||||||
Balance at December 31, 2021 | 1,262 | 29,603 | (18,798) | 48,103 | (30,897) | 29,273 |
(in thousands of euros) | Defined Benefit Obligation | Tax losses | Intangible & Tangible assets | Other* | Limitation of Deferred Tax Assets | Deferred Tax Position | ||||||||||||||
Balance at January 1, 2020 | 2,600 | 24,014 | (19,561) | 33,236 | (22,626) | 17,663 | ||||||||||||||
Recognized in profit or loss | 173 | (3,500) | 1,746 | 9,124 | (10,892) | (3,349) | ||||||||||||||
Recognized in other comprehensive income | (1,320) | — | — | 863 | (457) | |||||||||||||||
Change in scope | — | 980 | 26 | 131 | (1,028) | 109 | ||||||||||||||
Currency translation adjustments | — | (1,463) | 1,156 | (3,562) | 2,648 | (1,221) | ||||||||||||||
Transfer | — | — | — | — | — | — | ||||||||||||||
Balance at December 31, 2020 | 1,453 | 20,031 | (16,633) | 38,929 | (31,035) | 12,745 | ||||||||||||||
Recognized in profit or loss | 144 | 5,975 | 1,711 | 7,119 | 800 | 15,749 | ||||||||||||||
Recognized in other comprehensive income | (337) | — | — | — | 194 | (143) | ||||||||||||||
Change in scope | 2,080 | (1,487) | 18 | (611) | — | |||||||||||||||
Currency translation adjustments | 2 | 1,517 | (1,175) | 2,243 | (1,665) | 922 | ||||||||||||||
Transfer | — | — | (1,214) | (206) | 1,420 | — | ||||||||||||||
Balance at December 31, 2021 | 1,262 | 29,603 | (18,798) | 48,103 | (30,897) | 29,273 | ||||||||||||||
Recognized in profit or loss | 448 | (9,769) | 17,052 | (14,120) | 3,056 | (3,333) | ||||||||||||||
Recognized in other comprehensive income | (811) | — | — | — | 486 | (325) | ||||||||||||||
Purchase price accounting | 1,368 | 14 | (845) | 537 | ||||||||||||||||
Currency translation adjustments | — | 277 | (963) | 2,009 | (376) | 947 | ||||||||||||||
Transfer | — | — | 989 | (370) | (619) | — | ||||||||||||||
Balance at December 31, 2022 | 899 | 20,111 | (352) | 35,636 | (29,195) | 27,099 |
December 31, 2019 | December 31, 2020 | |||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | ||||||||||||||||||||
Non current financial assets | Non current financial assets | 19,358 | 19,358 | 19,358 | Non current financial assets | 48,829 | 14,754 | 48,829 | ||||||||||||||||||||
Trade receivables, net of allowances | Trade receivables, net of allowances | 425,640 | 425,640 | 425,640 | Trade receivables, net of allowances | 386,321 | 386,321 | 386,321 | ||||||||||||||||||||
Other current assets | Other current assets | 69,139 | 69,139 | 69,139 | Other current assets | 73,466 | 73,466 | 73,466 | ||||||||||||||||||||
including derivatives instruments | — | — | 1,487 | |||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | 372,751 | — | 372,751 | Cash and cash equivalents | 397,784 | — | 397,784 | ||||||||||||||||||||
Total | Total | 886,888 | 514,137 | 886,888 | Total | 906,400 | 474,541 | 906,400 | ||||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | ||||||||||||||||||||
Marketable securities | Marketable securities | 48,825 | — | 48,825 | ||||||||||||||||||||||||
Non current financial assets | Non current financial assets | 48,829 | 14,754 | 48,829 | Non current financial assets | 6,239 | 6,239 | 6,239 | ||||||||||||||||||||
Trade receivables, net of allowances | Trade receivables, net of allowances | 386,321 | 386,321 | 386,321 | Trade receivables, net of allowances | 513,849 | 513,849 | 513,849 | ||||||||||||||||||||
Other current assets | Other current assets | 73,466 | 73,466 | 73,466 | Other current assets | 94,524 | 94,471 | 94,471 | ||||||||||||||||||||
including derivatives instruments | including derivatives instruments | 53 | — | 53 | ||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | 397,784 | — | 397,784 | Cash and cash equivalents | 455,330 | — | 455,330 | ||||||||||||||||||||
Total | Total | 906,400 | 474,541 | 906,400 | Total | 1,118,767 | 614,559 | 1,118,714 | ||||||||||||||||||||
December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | (In thousands of euros) | Carrying Value | Loans and receivables | Fair value | ||||||||||||||||||||
Marketable Securities | Marketable Securities | 48,825 | — | 48,825 | Marketable Securities | 23,531 | — | 23,531 | ||||||||||||||||||||
Non current financial assets | Non current financial assets | 6,239 | 6,239 | 6,239 | Non current financial assets | 5,558 | 5,558 | 5,558 | ||||||||||||||||||||
Trade receivables, net of allowances | Trade receivables, net of allowances | 513,849 | 513,849 | 513,849 | Trade receivables, net of allowances | 664,663 | 664,663 | 664,663 | ||||||||||||||||||||
Other current assets | Other current assets | 94,524 | 94,471 | 94,471 | Other current assets | 122,037 | 122,037 | 122,037 | ||||||||||||||||||||
including derivatives instruments | including derivatives instruments | 53 | — | 53 | including derivatives instruments | 2,792 | — | 2,792 | ||||||||||||||||||||
Restricted cash * (€23.7m current) | Restricted cash * (€23.7m current) | 93,756 | 93,756 | |||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | 455,330 | — | 455,330 | Cash and cash equivalents | 326,518 | — | 326,518 | ||||||||||||||||||||
Total | Total | 1,074,357 | 614,559 | 1,074,304 | Total | 1,236,063 | 792,258 | 1,236,063 |
December 31, 2019 | December 31, 2020 | |||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Fair value | (In thousands of euros) | Carrying Value | Fair value | ||||||||||||||||||||||
Financial liabilities | Financial liabilities | 3,920 | 3,920 | Financial liabilities | 2,669 | 2,669 | ||||||||||||||||||||||
including derivative instruments | including derivative instruments | 1,143 | including derivative instruments | 754 | 754 | |||||||||||||||||||||||
Trade Payables | Trade Payables | 347,564 | 347,564 | Trade Payables | 299,372 | 299,372 | ||||||||||||||||||||||
Other current liabilities | Other current liabilities | 141,985 | 141,985 | Other current liabilities | 143,250 | 143,250 | ||||||||||||||||||||||
Total | Total | 493,469 | 493,469 | Total | 445,291 | 445,291 | ||||||||||||||||||||||
December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Fair value | (In thousands of euros) | Carrying Value | Fair value | ||||||||||||||||||||||
Financial liabilities | Financial liabilities | 2,669 | 2,669 | Financial liabilities | 885 | 885 | ||||||||||||||||||||||
including derivative instruments | — | 754 | ||||||||||||||||||||||||||
Trade Payables | Trade Payables | 299,372 | 299,372 | Trade Payables | 380,465 | 380,465 | ||||||||||||||||||||||
Other current liabilities | Other current liabilities | 143,250 | 143,250 | Other current liabilities | 173,612 | 173,612 | ||||||||||||||||||||||
Total | Total | 445,291 | 445,291 | Total | 554,962 | 554,962 | ||||||||||||||||||||||
December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||
(In thousands of euros) | (In thousands of euros) | Carrying Value | Fair value | (In thousands of euros) | Carrying Value | Fair value | ||||||||||||||||||||||
Financial liabilities | Financial liabilities | 885 | 885 | Financial liabilities | 274 | 274 | ||||||||||||||||||||||
Trade Payables | Trade Payables | 380,465 | 380,465 | Trade Payables | 697,942 | 697,942 | ||||||||||||||||||||||
Other current liabilities | Other current liabilities | 173,612 | 173,612 | Other current liabilities | 211,758 | 211,758 | ||||||||||||||||||||||
Total | Total | 554,962 | 554,962 | Total | 909,974 | 909,974 |
(In thousands of euros) | (In thousands of euros) | Marketing Solutions | Retail Media | Total | (In thousands of euros) | Marketing Solutions | Retail Media | IponWeb | Total | ||||||||||||||||
Balance at January 1, 2020 | 162,985 | 119,283 | 282,268 | ||||||||||||||||||||||
Additions to goodwill | 2,381 | 2,381 | |||||||||||||||||||||||
Currency translation adjustment | (14,800) | (4,341) | (19,141) | ||||||||||||||||||||||
Balance at December 31, 2020 | 148,185 | 117,323 | 265,508 | ||||||||||||||||||||||
- Gross value at end of period | 148,185 | 117,323 | 265,508 | ||||||||||||||||||||||
Balance at January 1, 2021 | Balance at January 1, 2021 | 148,185 | 117,323 | 265,508 | Balance at January 1, 2021 | 148,185 | 117,323 | — | 265,508 | ||||||||||||||||
Additions to goodwill | Additions to goodwill | 7,128 | 7,128 | Additions to goodwill | — | 7,128 | — | 7,128 | |||||||||||||||||
Currency translation adjustment | Currency translation adjustment | 10,036 | 8,428 | 18,464 | Currency translation adjustment | 10,036 | 8,428 | — | 18,464 | ||||||||||||||||
Balance at December 31, 2021 | Balance at December 31, 2021 | 158,221 | 132,879 | 291,100 | Balance at December 31, 2021 | 158,221 | 132,879 | — | 291,100 | ||||||||||||||||
- Gross value at end of period | - Gross value at end of period | 158,221 | 132,879 | 291,100 | - Gross value at end of period | 158,221 | 132,879 | — | 291,100 | ||||||||||||||||
Balance at January 1, 2022 | Balance at January 1, 2022 | 158,221 | 132,879 | — | 291,100 | ||||||||||||||||||||
Additions to goodwill | Additions to goodwill | — | — | 183,961 | 183,961 | ||||||||||||||||||||
Currency translation adjustment | Currency translation adjustment | 4,408 | 3,503 | — | 7,911 | ||||||||||||||||||||
Balance at December 31, 2022 | Balance at December 31, 2022 | 162,629 | 136,382 | 183,961 | 482,972 | ||||||||||||||||||||
- Gross value at end of period | - Gross value at end of period | 162,629 | 136,382 | 183,961 | 482,972 |
(In thousands of euros) | Balance at 1st January 2021 | Additions | Impairement | FX | Balance at December 31, 2021 | ||||||||||||
Marketing solutions | 148,185 | — | — | 10,035 | 158,221 | ||||||||||||
Retail Media | 117,323 | 7,128 | — | 8,428 | 132,879 | ||||||||||||
Total | 265,508 | 7,128 | — | 18,464 | 291,100 |
(In thousands of euros) | (In thousands of euros) | Software | Technology and customer relationships | Construction in Progress | Total | (In thousands of euros) | Software | Technology and customer relationships | Construction in Progress | Total | ||||||||||||||||||
Balance at January 1, 2020 | 17,015 | 57,307 | 3,018 | 77,340 | ||||||||||||||||||||||||
Additions to intangible assets | 2,775 | — | 9,850 | 12,625 | ||||||||||||||||||||||||
Amortization and impairment expense | (8,248) | (13,605) | — | (21,853) | ||||||||||||||||||||||||
Change in consolidation scope | 54 | — | — | 54 | ||||||||||||||||||||||||
Currency translation adjustment | (5) | (3,020) | (156) | (3,181) | ||||||||||||||||||||||||
Transfer into service | 1,936 | — | (1,936) | — | ||||||||||||||||||||||||
Balance at December 31, 2020 | 13,527 | 40,682 | 10,776 | 64,985 | ||||||||||||||||||||||||
Gross value at end of period | 54,479 | 119,924 | 10,776 | 185,179 | ||||||||||||||||||||||||
Accumulated amortization and impairment at end of period | (40,952) | (79,242) | — | (120,194) | ||||||||||||||||||||||||
Balance at January 1, 2021 | Balance at January 1, 2021 | 13,527 | 40,682 | 10,776 | 64,985 | Balance at January 1, 2021 | 13,527 | 40,682 | 10,776 | 64,985 | ||||||||||||||||||
Additions to intangible assets | Additions to intangible assets | 5,765 | — | 11,804 | 17,569 | Additions to intangible assets | 5,765 | — | 11,804 | 17,569 | ||||||||||||||||||
Disposals | Disposals | (41) | — | — | (41) | |||||||||||||||||||||||
Amortization and impairment expense | Amortization and impairment expense | (8,144) | (10,932) | — | (19,076) | Amortization and impairment expense | (8,144) | (10,932) | — | (19,076) | ||||||||||||||||||
Change in consolidation scope | Change in consolidation scope | — | 6,438 | — | 6,438 | Change in consolidation scope | — | 6,438 | — | 6,438 | ||||||||||||||||||
Currency translation adjustment | Currency translation adjustment | 213 | 2,594 | 270 | 3,077 | Currency translation adjustment | 213 | 2,594 | 270 | 3,077 | ||||||||||||||||||
Transfer into service | Transfer into service | 5,068 | 735 | (5,803) | — | Transfer into service | 5,068 | 735 | (5,803) | — | ||||||||||||||||||
Balance at December 31, 2021 | Balance at December 31, 2021 | 16,388 | 39,517 | 17,047 | 72,952 | Balance at December 31, 2021 | 16,388 | 39,517 | 17,047 | 72,952 | ||||||||||||||||||
Gross value at end of period | Gross value at end of period | 65,269 | 134,440 | 17,047 | 216,756 | Gross value at end of period | 65,269 | 134,440 | 17,047 | 216,756 | ||||||||||||||||||
Accumulated amortization and impairment at end of period | Accumulated amortization and impairment at end of period | (48,881) | (94,923) | — | (143,804) | Accumulated amortization and impairment at end of period | (48,881) | (94,923) | — | (143,804) | ||||||||||||||||||
Balance at January 1, 2022 | Balance at January 1, 2022 | 16,388 | 39,517 | 17,047 | 72,952 | |||||||||||||||||||||||
Additions to intangible assets | Additions to intangible assets | 479 | 84,809 | 25,781 | 111,069 | |||||||||||||||||||||||
Disposals | Disposals | (50) | — | — | (50) | |||||||||||||||||||||||
Amortization and impairment expense | Amortization and impairment expense | (9,621) | (22,106) | — | (31,727) | |||||||||||||||||||||||
Change in consolidation scope | Change in consolidation scope | — | 10,717 | — | 10,717 | |||||||||||||||||||||||
Currency translation adjustment | Currency translation adjustment | 323 | 1,757 | (49) | 2,031 | |||||||||||||||||||||||
Transfer into service | Transfer into service | 1,848 | — | (1,848) | — | |||||||||||||||||||||||
Balance at December 31, 2022 | Balance at December 31, 2022 | 9,367 | 114,694 | 40,931 | 164,992 | |||||||||||||||||||||||
Gross value at end of period | Gross value at end of period | 59,271 | 235,166 | 40,931 | 335,368 | |||||||||||||||||||||||
Accumulated amortization and impairment at end of period | Accumulated amortization and impairment at end of period | (49,904) | (120,472) | — | (170,376) |
(In thousands of euros) | (In thousands of euros) | Fixtures and fittings | Furniture and equipment | Construction in progress | Total | (In thousands of euros) | Fixtures and fittings | Furniture and equipment | Construction in progress | Total | ||||||||||||||||||
Balance at January 1, 2020 | 11,416 | 157,584 | 3,832 | 172,832 | ||||||||||||||||||||||||
Additions to tangible assets | 675 | 34,119 | 11,536 | 46,330 | ||||||||||||||||||||||||
Disposal of tangible assets | (2,444) | (1,339) | — | (3,783) | ||||||||||||||||||||||||
Depreciation expense | (3,343) | (52,109) | — | (55,452) | ||||||||||||||||||||||||
Change in consolidation scope | — | (10) | 15 | 5 | ||||||||||||||||||||||||
Currency translation adjustments | (557) | (4,476) | (473) | (5,506) | ||||||||||||||||||||||||
Transfer into service | 216 | 3,151 | (3,367) | — | ||||||||||||||||||||||||
Balance at December 31, 2020 | 5,963 | 136,920 | 11,543 | 154,426 | ||||||||||||||||||||||||
Gross value at end of period | 24,127 | 357,814 | 11,543 | 393,484 | ||||||||||||||||||||||||
Accumulated depreciation at end of period | (18,164) | (220,894) | — | (239,058) | ||||||||||||||||||||||||
Balance at January 1, 2021 | Balance at January 1, 2021 | 5,963 | 136,920 | 11,543 | 154,426 | Balance at January 1, 2021 | 5,963 | 136,920 | 11,543 | 154,426 | ||||||||||||||||||
Additions to tangible assets | Additions to tangible assets | 2,108 | 14,708 | 12,112 | 28,928 | Additions to tangible assets | 2,108 | 14,708 | 12,112 | 28,928 | ||||||||||||||||||
Disposal of tangible assets | Disposal of tangible assets | (3,707) | (4,426) | — | (8,133) | Disposal of tangible assets | (3,707) | (4,426) | — | (8,133) | ||||||||||||||||||
Depreciation expense | Depreciation expense | (1,178) | (54,478) | — | (55,656) | Depreciation expense | (1,178) | (54,478) | — | (55,656) | ||||||||||||||||||
Change in consolidation scope | Change in consolidation scope | — | 12 | — | 12 | Change in consolidation scope | — | 12 | — | 12 | ||||||||||||||||||
Currency translation adjustments | Currency translation adjustments | 273 | 3,564 | 160 | 3,997 | Currency translation adjustments | 273 | 3,564 | 160 | 3,997 | ||||||||||||||||||
Transfer into service | Transfer into service | — | 11,986 | (11,986) | — | Transfer into service | — | 11,986 | (11,986) | — | ||||||||||||||||||
Balance at December 31, 2021 | Balance at December 31, 2021 | 3,459 | 108,286 | 11,829 | 123,574 | Balance at December 31, 2021 | 3,459 | 108,286 | 11,829 | 123,574 | ||||||||||||||||||
Gross value at end of period | Gross value at end of period | 11,859 | 307,090 | 11,829 | 330,778 | Gross value at end of period | 11,859 | 307,090 | 11,829 | 330,778 | ||||||||||||||||||
Accumulated depreciation at end of period | Accumulated depreciation at end of period | (8,400) | (198,804) | — | (207,204) | Accumulated depreciation at end of period | (8,400) | (198,804) | — | (207,204) | ||||||||||||||||||
Balance at January 1, 2022 | Balance at January 1, 2022 | 3,459 | 108,286 | 11,829 | 123,574 | |||||||||||||||||||||||
Additions to tangible assets | Additions to tangible assets | 672 | 7,887 | 43,030 | 51,588 | |||||||||||||||||||||||
Disposal of tangible assets | Disposal of tangible assets | (216) | (2,131) | — | (2,347) | |||||||||||||||||||||||
Depreciation expense | Depreciation expense | (2,318) | (50,507) | — | (52,825) | |||||||||||||||||||||||
Change in consolidation scope | Change in consolidation scope | — | 394 | 4 | 398 | |||||||||||||||||||||||
Currency translation adjustments | Currency translation adjustments | (50) | 1,900 | 779 | 2,629 | |||||||||||||||||||||||
Transfer into service | Transfer into service | 3,214 | 7,862 | (11,076) | — | |||||||||||||||||||||||
Balance at December 31, 2022 | Balance at December 31, 2022 | 4,761 | 73,691 | 44,566 | 123,017 | |||||||||||||||||||||||
Gross value at end of period | Gross value at end of period | 12,158 | 282,094 | 44,565 | 338,817 | |||||||||||||||||||||||
Accumulated depreciation at end of period | Accumulated depreciation at end of period | (7,398) | (208,402) | — | (215,800) |
December 31, 2020 | ||||||||||||||||||||
(In thousands of euros) | Offices | Data Centers | Total | |||||||||||||||||
Depreciation and impairment expense | 26,183 | 21,871 | 48,054 | |||||||||||||||||
Interest expense | 1,905 | 619 | 2,524 | |||||||||||||||||
Short term lease expense | 718 | 294 | 1,012 | |||||||||||||||||
Variable lease expense | 389 | — | 389 | |||||||||||||||||
Sublease income | (663) | — | (663) | |||||||||||||||||
Total | 28,532 | 22,784 | 51,316 |
December 31, 2021 | ||||||||||||||||||||
(In thousands of euros) | Offices | Data Centers | Total | |||||||||||||||||
Depreciation and impairment expense | 13,579 | 19,967 | 33,546 | |||||||||||||||||
Interest expense | 939 | 511 | 1,450 | |||||||||||||||||
Short term lease expense | 289 | 34 | 323 | |||||||||||||||||
Variable lease expense | 259 | 226 | 485 | |||||||||||||||||
Sublease income | (600) | — | (600) | |||||||||||||||||
Total | 14,466 | 20,738 | 35,204 |
December 31, 2022 | ||||||||||||||||||||
(In thousands of euros) | Offices | Data Centers | Total | |||||||||||||||||
Depreciation and impairment expense | 14,708 | 18,675 | 33,383 | |||||||||||||||||
Interest expense | 740 | 511 | 1,251 | |||||||||||||||||
Short term lease expense | 478 | 5 | 483 | |||||||||||||||||
Variable lease expense | 77 | — | 77 | |||||||||||||||||
Sublease income | (457) | — | (457) | |||||||||||||||||
Total | 15,546 | 19,191 | 34,737 |
December 31, 2020 | ||||||||||||||||||||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net | |||||||||||||||||
Offices | 109,320 | (48,269) | 61,051 | |||||||||||||||||
Data Centers | 60,778 | (28,719) | 32,059 | |||||||||||||||||
Total | 170,098 | (76,988) | 93,110 |
December 31, 2021 | ||||||||||||||||||||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net | |||||||||||||||||
Offices | 98,928 | (26,858) | 72,070 | |||||||||||||||||
Data Centers | 73,436 | (40,884) | 32,552 | |||||||||||||||||
Total | 172,364 | (67,742) | 104,622 |
December 31, 2022 | |||||||||||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net | ||||||||
Offices | 95,661 | (29,244) | 66,417 | ||||||||
Data Centers | 84,577 | (56,433) | 28,144 | ||||||||
Total | 180,238 | (85,677) | 94,561 |
December 31, 2021 | ||||||||||||||||||||
(In thousands of euros) | Gross Book Value | Amortization and Depreciation | Net | |||||||||||||||||
Offices | 98,928 | (26,858) | 72,070 | |||||||||||||||||
Data Centers | 73,436 | (40,884) | 32,552 | |||||||||||||||||
Total | 172,364 | (67,742) | 104,622 |
(In thousands of euros) | Offices | Data Centers | Total | ||||||||
Net value as of January 1, 2020 | 92,825 | 33,242 | 126,067 | ||||||||
New contracts/modifications to existing contracts | (9,031) | 21,954 | 12,923 | ||||||||
Depreciation | (24,924) | (21,871) | (46,795) | ||||||||
Impairment | 5,131 | — | 5,131 | ||||||||
Currency translation adjustments | (2,950) | (1,266) | (4,216) | ||||||||
Net value as of December 31, 2020 | 61,051 | 32,059 | 93,110 | ||||||||
New contracts/modifications to existing contracts | 23,448 | 19,725 | 43,173 | ||||||||
Depreciation | (18,662) | (19,967) | (38,629) | ||||||||
Impairment | 4,914 | — | 4,914 | ||||||||
Currency translation adjustments | 1,319 | 735 | 2,054 | ||||||||
Net value as of December 31, 2021 | 72,070 | 32,552 | 104,622 |
(In thousands of euros) | Offices | Data Centers | Total | ||||||||
Net value as of January 1, 2021 | 61,051 | 32,059 | 93,110 | ||||||||
New contracts/modifications to existing contracts | 23,448 | 19,725 | 43,173 | ||||||||
Depreciation | (18,662) | (19,967) | (38,629) | ||||||||
Impairment | 4,914 | — | 4,914 | ||||||||
Currency translation adjustments | 1,319 | 735 | 2,054 | ||||||||
Net value as of December 31, 2021 | 72,070 | 32,552 | 104,622 | ||||||||
New contracts/modifications to existing contracts | 8,656 | 13,556 | 22,212 | ||||||||
Depreciation | (16,526) | (18,675) | (35,201) | ||||||||
Impairment | 1,501 | — | 1,501 | ||||||||
Currency translation adjustments | 893 | 534 | 1,427 | ||||||||
Net value as of December 31, 2022 | 66,594 | 27,967 | 94,561 |
December 31, 2020 | ||||||||||||||||||||
(In thousands of euros) | Offices | Data Centers | Total | |||||||||||||||||
Long term lease liabilities | 52,526 | 15,485 | 68,011 | |||||||||||||||||
Short term lease liabilities | 20,606 | 19,722 | 40,328 | |||||||||||||||||
Total | 73,132 | 35,207 | 108,339 |
December 31, 2021 | ||||||||||||||||||||
(In thousands of euros) | Offices | Data Centers | Total | |||||||||||||||||
Long term lease liabilities | 64,020 | 18,360 | 82,380 | |||||||||||||||||
Short term lease liabilities | 12,739 | 17,631 | 30,370 | |||||||||||||||||
Total | 76,759 | 35,991 | 112,750 |
31 Décembre 2022 | |||||||||||
(In thousands of euros) | Bureaux | Serveurs | Total | ||||||||
Long term lease liabilities | 57,101 | 14,995 | 72,096 | ||||||||
Short term lease liabilities | 13,187 | 15,603 | 28,790 | ||||||||
Total | 70,288 | 30,598 | 100,886 |
(In thousands of euros) | (In thousands of euros) | Offices | Data Centers | Total | (In thousands of euros) | Offices | Data Centers | Total | ||||||||||||||
2022 | 13,624 | 17,571 | 31,195 | |||||||||||||||||||
2023 | 2023 | 14,895 | 11,393 | 26,288 | 2023 | 16,275 | 15,740 | 32,015 | ||||||||||||||
2024 | 2024 | 10,835 | 3,787 | 14,622 | 2024 | 12,811 | 6,064 | 18,875 | ||||||||||||||
2025 | 2025 | 9,877 | 2,168 | 12,045 | 2025 | 11,177 | 4,632 | 15,809 | ||||||||||||||
2026 | 2026 | 7,754 | 791 | 8,545 | 2026 | 8,875 | 3,229 | 12,104 | ||||||||||||||
2027 and after | 22,242 | — | 22,242 | |||||||||||||||||||
2027 | 2027 | 7,376 | 933 | 8,309 | ||||||||||||||||||
2028 and after | 2028 and after | 13,774 | — | 13,774 | ||||||||||||||||||
Total | Total | 79,227 | 35,710 | 114,937 | Total | 70,288 | 30,598 | 100,886 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Trade accounts receivables | 443,105 | 418,848 | 553,936 | |||||||||||||||||
Less provision for credit losses | (17,465) | (32,527) | (40,087) | |||||||||||||||||
Net book value at end of period | 425,640 | 386,321 | 513,849 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Trade accounts receivables | 418,848 | 553,936 | 709,481 | |||||||||||||||||
Less provision for credit losses | (32,527) | (40,087) | (44,818) | |||||||||||||||||
Net book value at end of period | 386,321 | 513,849 | 664,663 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Balance at beginning of period | Balance at beginning of period | (22,637) | (17,465) | (32,527) | Balance at beginning of period | (17,465) | (32,527) | (40,087) | ||||||||||||||||||||||||||||||||
Provision for doubtful accounts | Provision for doubtful accounts | (13,055) | (27,009) | (12,202) | Provision for doubtful accounts | (27,009) | (12,202) | (17,734) | ||||||||||||||||||||||||||||||||
Reversal of provision | Reversal of provision | 18,591 | 10,127 | 6,328 | Reversal of provision | 10,127 | 6,328 | 18,425 | ||||||||||||||||||||||||||||||||
Change in consolidation scope | Change in consolidation scope | — | — | — | Change in consolidation scope | — | — | (4,625) | ||||||||||||||||||||||||||||||||
Currency translation adjustment | Currency translation adjustment | (364) | 1,820 | (1,686) | Currency translation adjustment | 1,820 | (1,686) | (797) | ||||||||||||||||||||||||||||||||
Balance at end of period | Balance at end of period | (17,465) | (32,527) | (40,087) | Balance at end of period | (32,527) | (40,087) | (44,818) |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Prepayments to suppliers | Prepayments to suppliers | 4,547 | 4,574 | 8,512 | Prepayments to suppliers | 4,574 | 8,512 | 11,646 | ||||||||||||||||||||||||||||||||
Employee-related receivables | Employee-related receivables | 249 | 147 | 144 | Employee-related receivables | 147 | 144 | 280 | ||||||||||||||||||||||||||||||||
Taxes receivables | Taxes receivables | 54,232 | 57,035 | 64,797 | Taxes receivables | 57,035 | 64,797 | 73,386 | ||||||||||||||||||||||||||||||||
Other debtors | Other debtors | 3,087 | 3,770 | 7,523 | Other debtors | 3,770 | 7,523 | 4,865 | ||||||||||||||||||||||||||||||||
Indemnification assets | Indemnification assets | — | — | 4,828 | ||||||||||||||||||||||||||||||||||||
Prepaid expenses | Prepaid expenses | 7,024 | 7,940 | 13,495 | Prepaid expenses | 7,940 | 13,495 | 24,994 | ||||||||||||||||||||||||||||||||
Derivatives | Derivatives | — | — | 53 | Derivatives | — | 53 | 2,038 | ||||||||||||||||||||||||||||||||
Gross book value at end of period | Gross book value at end of period | 69,139 | 73,466 | 94,524 | Gross book value at end of period | 73,466 | 94,524 | 122,037 | ||||||||||||||||||||||||||||||||
Net book value at end of period | Net book value at end of period | 69,139 | 73,466 | 94,524 | Net book value at end of period | 73,466 | 94,524 | 122,037 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Interest-bearing bank deposits | 168,345 | 132,391 | 121,161 | |||||||||||||||||
Cash & cash equivalents | 204,406 | 265,393 | 334,169 | |||||||||||||||||
Total Cash & cash equivalents | 372,751 | 397,784 | 455,330 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Interest-bearing bank deposits | 132,391 | 121,161 | 61,793 | |||||||||||||||||
Cash & cash equivalents | 265,393 | 334,169 | 264,725 | |||||||||||||||||
Total Cash & cash equivalents | 397,784 | 455,330 | 326,518 |
(In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | |||||||||||||||||
Cash & cash equivalents | 372,751 | 397,784 | 455,330 | |||||||||||||||||
Net cash and cash equivalents | 372,751 | 397,784 | 455,330 |
(In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||
Cash & cash equivalents | 397,784 | 455,330 | 326,518 | |||||||||||||||||
Net cash and cash equivalents | 397,784 | 455,330 | 326,518 |
Change in number of shares | Number of ordinary shares | ||||
Balance at January 1, | |||||
of which Common stock | |||||
of which Treasury stock | |||||
Issuance of shares under share option and free share plans (1) | |||||
Share repurchase program(2) | (2,647,742) | ||||
Balance at December 31, | |||||
of which Common stock | |||||
of which Treasury stock | |||||
Issuance of shares under share option and free share plans | |||||
Treasury shares issued for RSU vesting | |||||
Treasury Shares Retired | |||||
Share repurchase program | |||||
Balance at December 31, | |||||
of which Common stock | |||||
of which Treasury stock | |||||
December 31, 2019 | December 31, 2020 | December 31, 2021 | ||||||||||||||||||
Net income attributable to shareholders of Criteo S.A. | 77,120 | 63,554 | 113,207 | |||||||||||||||||
Weighted average number of shares outstanding | 64,305,965 | 60,876,480 | 60,717,446 | |||||||||||||||||
Basic earnings per share | 1.2 | € | 1.04 | € | 1.86 | € |
December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||
Net income attributable to shareholders of Criteo S.A. | 63,554 | 113,207 | 9,266 | |||||||||||||||||
Weighted average number of shares outstanding | 60,876,480 | 60,717,446 | 60,004,707 | |||||||||||||||||
Basic earnings per share | 1.04 | € | 1.86 | € | 0.15 | € |
December 31, 2019 | December 31, 2020 | December 31, 2021 | ||||||||||||||||||
Net income attributable to shareholders of Criteo S.A. | 77,120 | 63,554 | 113,207 | |||||||||||||||||
Weighted average number of shares outstanding of Criteo S.A. | 64,305,965 | 60,876,480 | 60,717,446 | |||||||||||||||||
Dilutive effect of : | 1,240,725 | 670,725 | 2,908,824 | |||||||||||||||||
- Restricted share awards | 932,694 | 572,559 | 2,591,291 | |||||||||||||||||
- Share options (OSA) and BSPCE | 271,756 | 88,321 | 203,309 | |||||||||||||||||
- Share warrants | 36,276 | 9,845 | 114,224 | |||||||||||||||||
Weighted average number of shares outstanding used to determine diluted earnings per share | 65,546,690 | 61,547,205 | 63,626,270 | |||||||||||||||||
Diluted earnings per share | 1.18 | € | 1.03 | € | 1.78 | € |
December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||
Net income attributable to shareholders of Criteo S.A. | 63,554 | 113,207 | 9,266 | |||||||||||||||||
Weighted average number of shares outstanding of Criteo S.A. | 60,876,480 | 60,717,446 | 60,004,707 | |||||||||||||||||
Dilutive effect of : | 670,725 | 2,908,824 | 3,670,989 | |||||||||||||||||
- Restricted share awards | 572,559 | 2,591,291 | 3,508,151 | |||||||||||||||||
- Share options (OSA) and BSPCE | 88,321 | 203,309 | 98,432 | |||||||||||||||||
- Share warrants | 9,845 | 114,224 | 64,406 | |||||||||||||||||
Weighted average number of shares outstanding used to determine diluted earnings per share | 61,547,205 | 63,626,270 | 63,675,696 | |||||||||||||||||
Diluted earnings per share | 1.03 | € | 1.78 | € | 0.15 | € |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Defined Benefit Obligation present value - Beginning of period | Defined Benefit Obligation present value - Beginning of period | 4,835 | 7,553 | 5,026 | Defined Benefit Obligation present value - Beginning of period | 7,553 | 5,026 | 5,037 | ||||||||||||||||||||||||||||||||
Service cost | Service cost | 1,390 | 1,954 | 1,119 | Service cost | 1,954 | 1,119 | 1,667 | ||||||||||||||||||||||||||||||||
Finance cost | Finance cost | 101 | 83 | 43 | Finance cost | 83 | 43 | 69 | ||||||||||||||||||||||||||||||||
Actuarial losses (gains) | Actuarial losses (gains) | 1,227 | (4,564) | (1,151) | Actuarial losses (gains) | (4,564) | (1,151) | (3,140) | ||||||||||||||||||||||||||||||||
Defined Benefit Obligation present value - End of period | Defined Benefit Obligation present value - End of period | 7,553 | 5,026 | 5,037 | Defined Benefit Obligation present value - End of period | 5,026 | 5,037 | 3,633 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Service cost | Service cost | (1,390) | (1,954) | (1,119) | Service cost | (1,954) | (1,119) | (1,667) | ||||||||||||||||||||||||||||||||
- Research and development expense | - Research and development expense | (679) | (975) | (580) | - Research and development expense | (975) | (580) | (846) | ||||||||||||||||||||||||||||||||
- Sales and operations expense | - Sales and operations expense | (253) | (345) | (175) | - Sales and operations expense | (345) | (175) | (322) | ||||||||||||||||||||||||||||||||
- General and administrative expense | - General and administrative expense | (458) | (634) | (364) | - General and administrative expense | (634) | (364) | (499) | ||||||||||||||||||||||||||||||||
Finance cost | Finance cost | (101) | (83) | (43) | Finance cost | (83) | (43) | (69) | ||||||||||||||||||||||||||||||||
- Finance income (expense) | - Finance income (expense) | (101) | (83) | (43) | - Finance income (expense) | (83) | (43) | (69) | ||||||||||||||||||||||||||||||||
Actuarial (losses) gains | Actuarial (losses) gains | (1,227) | 4,565 | 1,151 | Actuarial (losses) gains | 4,565 | 1,151 | 3,140 | ||||||||||||||||||||||||||||||||
- Other comprehensive (loss) income | - Other comprehensive (loss) income | (1,227) | 4,565 | 1,151 | - Other comprehensive (loss) income | 4,565 | 1,151 | 3,140 |
December 31, 2019 | December 31, 2020 | December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||||||||||||||||||||||||||||||||
Discount rate (Corp AA) | Discount rate (Corp AA) | 1.10 | % | 0.85 | % | 1.40 | % | Discount rate (Corp AA) | 0.85 | % | 1.40 | % | 4.25 | % | ||||||||||||||||||||||||||
Expected rate of salary increase | Expected rate of salary increase | 5.00 | % | 5.00 | % | 5.00 | % | Expected rate of salary increase | 5.00 | % | 5.00 | % | 5.00 | % | ||||||||||||||||||||||||||
Expected rate of social charges | Expected rate of social charges | 49% - 50% | 49% - 50% | Expected rate of social charges | 49% - 50% | 48% | ||||||||||||||||||||||||||||||||||
Estimated retirement age | Estimated retirement age | Table progressive | Table progressive | Estimated retirement age | Progressive table | Progressive table | ||||||||||||||||||||||||||||||||||
Life table | Life table | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted | Life table | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted | ||||||||||||||||||||||||||||||||||
Staff turnover assumptions | Staff turnover assumptions | 0 - 10.5% | 0 - 17.8% | 0 - 17.8% | Staff turnover assumptions | 0 - 17.8% | 0 - 17.8% |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Defined contributions plans included in personnel expenses | Defined contributions plans included in personnel expenses | (14,011) | (14,201) | (13,665) | Defined contributions plans included in personnel expenses | (14,201) | (13,665) | (16,253) |
(In thousands of euros) | (In thousands of euros) | December 31, 2020 | New borrowings | Repayments | Change in scope | Other (2) | Currency translation adjustment | December 31, 2021 | (In thousands of euros) | December 31, 2021 | New borrowings | Repayments | Change in scope | Other (2) | Currency translation adjustment | December 31, 2022 | ||||||||||||||||||||||||||||||
Borrowings (1) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other financial liabilities | Other financial liabilities | 315 | 3 | 318 | Other financial liabilities | 318 | (252) | 3 | 69 | |||||||||||||||||||||||||||||||||||||
Non current portion | Non current portion | 315 | — | — | — | — | 3 | 318 | Non current portion | 318 | — | (252) | — | — | 3 | 69 | ||||||||||||||||||||||||||||||
Borrowings (1) | Borrowings (1) | 1,225 | (1,056) | — | 169 | Borrowings (1) | 169 | 70,000 | (70,000) | (403) | 234 | — | ||||||||||||||||||||||||||||||||||
Other financial liabilities | Other financial liabilities | 375 | (2,152) | 2,019 | 156 | 398 | Other financial liabilities | 398 | (176) | (17) | 205 | |||||||||||||||||||||||||||||||||||
Derivatives | 754 | — | — | — | (754) | — | — | |||||||||||||||||||||||||||||||||||||||
Current portion | Current portion | 2,354 | — | (3,208) | 2,019 | (754) | 156 | 567 | Current portion | 567 | 70,000 | (70,000) | — | (579) | 217 | 205 | ||||||||||||||||||||||||||||||
Borrowings (1) | Borrowings (1) | 1,225 | — | (1,056) | — | — | — | 169 | Borrowings (1) | 169 | 70,000 | (70,000) | — | (403) | 234 | — | ||||||||||||||||||||||||||||||
Other financial liabilities | Other financial liabilities | 690 | — | (2,152) | 2,019 | — | 159 | 716 | Other financial liabilities | 716 | — | (252) | — | (176) | (14) | 274 | ||||||||||||||||||||||||||||||
Derivatives | 754 | — | — | — | (754) | — | — | |||||||||||||||||||||||||||||||||||||||
Total | Total | 2,669 | — | (3,208) | 2,019 | (754) | 159 | 885 | Total | 885 | 70,000 | (70,252) | — | (579) | 220 | 274 |
Date | Nominal/ Authorized amounts (in thousands of euros) | Amount drawn | Balance as of December 31, | Interest rate | Settlement date | ||||||||||||
Bank syndicate RCF - Criteo SA | |||||||||||||||||
September | € | — | — | Floating rate : EURIBOR/ |
(In thousands of euros) | Carrying value | Maturity | ||||||||||||||||||
2022 | 2023 | 2024 | 2025 | 2026 | ||||||||||||||||
Borrowings (1) | 169 | 169 | ||||||||||||||||||
Other financial liabilities | 716 | 65 | 40 | 332 | 279 | |||||||||||||||
Derivatives | — | |||||||||||||||||||
Financial liabilities | 885 | 234 | 40 | 332 | 279 | — | ||||||||||||||
Cash and cash equivalents | (455,330) | (455,330) | — | — | — | — | ||||||||||||||
Net financial debt | (454,445) | (455,096) | 40 | 332 | 279 | — |
(In thousands of euros) | Carrying value | Maturity | ||||||||||||||||||
2023 | 2024 | 2025 | 2026 | 2027 | ||||||||||||||||
Other financial liabilities | 274 | 205 | 69 | — | ||||||||||||||||
Financial liabilities | 274 | 205 | — | — | 69 | — | ||||||||||||||
Cash and cash equivalents | 326,518 | 326,518 | — | — | — | |||||||||||||||
Net financial debt | (326,244) | (326,313) | — | — | 69 | — |
(In thousands of euros) | (In thousands of euros) | Carrying value | Currency | (In thousands of euros) | Carrying value | Currency | ||||||||||||||||||||||||||||||||||||||||||||||
EUR | GBP | USD | JPY | KRW | Carrying value | EUR | GBP | USD | BRL | JPY | KRW | Others | ||||||||||||||||||||||||||||||||||||||||
Borrowings (1) | 148 | 148 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other financial liabilities | Other financial liabilities | 737 | 350 | 332 | 55 | — | — | — | Other financial liabilities | 274 | 282 | 315 | 16 | — | — | — | (339) | |||||||||||||||||||||||||||||||||||
Derivatives | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Financial liabilities | Financial liabilities | 885 | 498 | 332 | 55 | — | — | — | Financial liabilities | 274 | 282 | 315 | 16 | — | — | — | (339) | |||||||||||||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | (455,330) | (328,028) | (4,430) | (49,756) | (38,220) | (9,880) | (25,016) | Cash and cash equivalents | 326,518 | 111,920 | 8,924 | 167,184 | 10,345 | 28,145 | |||||||||||||||||||||||||||||||||||||
Net financial debt | Net financial debt | (454,445) | (327,530) | (4,098) | (49,701) | (38,220) | (9,880) | (25,016) | Net financial debt | (326,244) | (111,638) | (8,609) | (167,168) | — | (10,345) | — | (28,484) |
(In thousands of euros) | (In thousands of euros) | Provision for employee related litigation | Other provisions | Total | (In thousands of euros) | Provision for employee related litigation | Provisions for non income tax risks | Other provisions | Total | ||||||||||||||||||||||
Balance at January 1, 2020 | 555 | 5,126 | 5,681 | ||||||||||||||||||||||||||||
Balance at January 1, 2021 | Balance at January 1, 2021 | 964 | — | 869 | 1,833 | ||||||||||||||||||||||||||
Charges | Charges | 444 | 870 | 1,314 | Charges | 835 | — | 836 | 1,671 | ||||||||||||||||||||||
Provision used | Provision used | — | (728) | (728) | Provision used | (471) | — | — | (471) | ||||||||||||||||||||||
Provision released not used | Provision released not used | (29) | (1,935) | (1,964) | Provision released not used | (333) | — | — | (333) | ||||||||||||||||||||||
Currency translation adjustments | Currency translation adjustments | (6) | (119) | (125) | Currency translation adjustments | (9) | — | 10 | 1 | ||||||||||||||||||||||
Other (**) | — | (2,345) | (2,345) | ||||||||||||||||||||||||||||
Balance at December 31, 2020 | 964 | 869 | 1,833 | ||||||||||||||||||||||||||||
Balance at December 31, 2021 | Balance at December 31, 2021 | 986 | — | 1,715 | 2,701 | ||||||||||||||||||||||||||
Charges | Charges | 835 | 836 | 1,671 | Charges | 85 | — | 60,106 | 60,191 | ||||||||||||||||||||||
Provision used | Provision used | (471) | — | (471) | Provision used | (441) | — | (284) | (725) | ||||||||||||||||||||||
Provision reversed not used (*) | Provision reversed not used (*) | (333) | — | (333) | Provision reversed not used (*) | (131) | (1,382) | (371) | (1,884) | ||||||||||||||||||||||
Currency translation adjustments | Currency translation adjustments | (9) | 10 | 1 | Currency translation adjustments | (14) | (3) | 3 | (15) | ||||||||||||||||||||||
Other (**) | Other (**) | — | — | — | Other (**) | — | 33,060 | — | 33,060 | ||||||||||||||||||||||
Balance at December 31, 2021 | 986 | 1,715 | 2,701 | ||||||||||||||||||||||||||||
Balance at December 31, 2022 | Balance at December 31, 2022 | 485 | 31,675 | 61,168 | 93,328 | ||||||||||||||||||||||||||
of which current | of which current | 986 | 1,715 | 2,701 | of which current | 485 | — | 61,168 | 61,653 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Clients’ prepayments | Clients’ prepayments | 12,120 | 9,973 | 14,502 | Clients’ prepayments | 9,973 | 14,502 | 15,313 | ||||||||||||||||||||||||||||||||
Credit notes | Credit notes | 14,616 | 11,762 | 15,383 | Credit notes | 11,762 | 15,383 | 16,566 | ||||||||||||||||||||||||||||||||
Employee-related payables | Employee-related payables | 66,566 | 69,491 | 86,647 | Employee-related payables | 69,491 | 86,647 | 80,225 | ||||||||||||||||||||||||||||||||
Taxes payable | Taxes payable | 43,477 | 46,549 | 52,067 | Taxes payable | 46,549 | 52,067 | 53,287 | ||||||||||||||||||||||||||||||||
Accounts payable relating to capital expenditures | Accounts payable relating to capital expenditures | 4,159 | 4,885 | 4,217 | Accounts payable relating to capital expenditures | 4,885 | 4,217 | 23,827 | ||||||||||||||||||||||||||||||||
Earn-out liability - current portion | Earn-out liability - current portion | — | — | 20,289 | ||||||||||||||||||||||||||||||||||||
Other creditors | Other creditors | 845 | 522 | 722 | Other creditors | 522 | 722 | 2,239 | ||||||||||||||||||||||||||||||||
Deferred revenue | Deferred revenue | 202 | 68 | 73 | Deferred revenue | 68 | 73 | 12 | ||||||||||||||||||||||||||||||||
Total | Total | 141,985 | 143,250 | 173,611 | Total | 143,250 | 173,611 | 211,758 |
(In thousands of euros) | (In thousands of euros) | December 31, 2019 | December 31, 2020 | December 31, 2021 | (In thousands of euros) | December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||||||||||||||||||||||||||||||
Short-term benefits (1) | Short-term benefits (1) | (3,421) | (2,959) | (2,526) | Short-term benefits (1) | (2,959) | (2,526) | (2,450) | ||||||||||||||||||||||||||||||||
Long-term benefits (2) | Long-term benefits (2) | (40) | (20) | — | Long-term benefits (2) | (20) | — | — | ||||||||||||||||||||||||||||||||
Share-based compensation | Share-based compensation | (4,113) | (1,842) | (5,678) | Share-based compensation | (1,842) | (5,678) | (7,328) | ||||||||||||||||||||||||||||||||
Total | Total | (7,574) | (4,821) | (8,204) | Total | (4,821) | (8,204) | (9,778) |
1. IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN | 2 | ||||
2. DEFINITIONS | 2 | ||||
3. PURPOSE | 5 | ||||
4. BENEFICIARIES: ELIGIBLE EMPLOYEES | 5 | ||||
5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS | 5 | ||||
6. VESTING PERIOD | 5 | ||||
7. HOLDING PERIOD | 10 | ||||
8. CHARACTERISTICS OF THE ORDINARY SHARES | 11 | ||||
9. DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS | 11 | ||||
10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS | 11 | ||||
11. INTERMEDIARY OPERATIONS | 12 | ||||
12. ADJUSTMENT | 12 | ||||
13. AMENDMENT TO THE TIME-BASED PLAN | 13 | ||||
14. TAX AND SOCIAL RULES | 13 | ||||
15. MISCELLANEOUS | 13 | ||||
16. DATA PRIVACY | 15 | ||||
17. ELECTRONIC DELIVERY | 16 | ||||
18. SEVERABILITY | 16 | ||||
APPENDIX | 17 |
"Agreed Leave" | refers to any leave of absence of more than three months having received a prior approval from the Company or requiring no prior approval under U.S. laws. Agreed Leaves shall include leaves for illnesses, military leave, and any other personal leave or conditions about which the employee has advance knowledge. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave, of whatever duration, which shall not automatically result in a termination of the employment relationship between the Beneficiary and the Company or the Group. | ||||
"Applicable Laws" | refers to, for the U.S., the legal requirements related to the administration of equity compensation plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America. |
"Beneficiary" | refers to the person(s) for whose benefit the Board of Directors has approved a Grant of Restricted Stock Units as well as, as the case may be, his or her heirs. | ||||
"Board of Directors" | refers to the Company’ s board of directors. | ||||
"Bylaws" | refers to the Company’s bylaws in force at the date referred to. | ||||
"Change in Control" | refers to (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an "Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Ordinary Shares of the Company such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. | ||||
"Disability" | refers to the disability of a Beneficiary corresponding to the second or third of the categories provided by Article L.341-4 of the French Social Security Code. | ||||
"Grant Date" | refers to the date when the Board of Directors approves a grant of Restricted Stock Units under the Time-Based Plan. | ||||
"Grant Letter" | refers to the notice, substantially in the form set forth in Exhibit 2, which informs a given Beneficiary of the Grant of Restricted Stock Units, as stated in Article 5 of the Time-Based Plan. | ||||
"Grant" | refers to the decision of the Board of Directors to grant Restricted Stock Units to a given Beneficiary, subject to the vesting conditions set forth by the Time-Based Plan as amended from time to time. | ||||
"Group" | refers to the Company and to all the companies and groups affiliated with the Company within in the meaning of Article L.225-197-2 of the French Commercial Code. |
"Holding Period" | refers to the period, if any, starting on the Vesting Date, during which a Beneficiary may not transfer or pledge his or her shares underlying the vested Restricted Stock Units, by any means, or convert them into the bearer form; it being specified that the total duration of both the Vesting Period and the Holding Period may in no event be less than two years as from the Grant Date pursuant to applicable French law. | ||||
"Ordinary Share" | refers to one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. | ||||
"Original Time-Based Plan" | refers to the version of the Time-Based Plan that was adopted by the Board of Directors on July 30, 2015 and approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company on October 23, 2015. | ||||
"Presence" | refers to the presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group. | ||||
"Restricted Stock Units" | refers to a promise by the Company to deliver to the Beneficiary on the Vesting Date, at no consideration, Ordinary Shares subject to the vesting conditions set forth by the Time-Based Plan. Dividend, voting and other shareholder rights will not apply until the issuance or transfer of Ordinary Shares at the time of vesting of the Restricted Stock Units under the Time-Based Plan. | ||||
"Secured Restricted Stock Units" | Restricted Stock Units for which the Presence condition of the Beneficiary is met and for which underlying Ordinary Shares will be delivered to the relevant Beneficiary upon the Vesting Date. | ||||
"Vesting Date" | refers to the date on which the Ordinary Shares of the Company subject to the Restricted Stock Units are delivered to the relevant Beneficiary. | ||||
"Vesting Period" | refers to the minimum one-year period starting on the Grant Date and ending on the Vesting Date, being specified that the Board of Directors may decide to extend this period for all or part of the Restricted Stock Units and/or provide for vesting in tranches, as stated in the corresponding Grant Letter. | ||||
"Working Day" | refers to any day on which legal business can be conducted within the Company, i.e., every Monday, Tuesday, Wednesday, Thursday and Friday, as long as it is not a public holiday. |
1. IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN | 2 | ||||
2. DEFINITIONS | 2 | ||||
3. PURPOSE | 5 | ||||
4. BENEFICIARIES: ELIGIBLE EMPLOYEES | 5 | ||||
5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS | 5 | ||||
6. VESTING PERIOD | 5 | ||||
7. HOLDING PERIOD | 12 | ||||
8. CHARACTERISTICS OF THE ORDINARY SHARES | 12 | ||||
9. DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS | 12 | ||||
10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS | 13 | ||||
11. INTERMEDIARY OPERATIONS | 14 | ||||
12. ADJUSTMENT | 14 | ||||
13. AMENDMENT TO THE 2015 PERFORMANCE PLAN | 14 | ||||
14. TAX AND SOCIAL RULES | 15 | ||||
15. MISCELLANEOUS | 15 | ||||
16. DATA PRIVACY | 17 | ||||
17. ELECTRONIC DELIVERY | 17 | ||||
18. SEVERABILITY | 18 | ||||
APPENDIX | 19 |
"Agreed Leave" | refers to any leave of absence of more than three months having received a prior approval from the Company or requiring no prior approval under U.S. laws. Agreed Leaves shall include leaves for illnesses, military leave, and any other personal leave or conditions about which the employee has advance knowledge. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave, of whatever duration, which shall not automatically result in a termination of the employment relationship between the Beneficiary and the Company or the Group. | ||||
"Applicable Laws" | refers to, for the U.S., the legal requirements related to the administration of equity compensation plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America |
"Beneficiaries" | refers to the person(s) for whose benefit the Board of Directors has approved a Grant of Restricted Stock Units under the Performance Based Plan as well as, as the case may be, his or her heirs. | ||||
"Board of Directors" | refers to the Company’s board of directors. | ||||
"Bylaws" | refers to the Company’s bylaws in force at the date referred to. | ||||
"Change in Control" | refers to (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Ordinary Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. | ||||
"Disability" | refers to the disability of a Beneficiary corresponding to the second or third of the categories provided by Article L.341-4 of the French Social Security Code. | ||||
"Grant Date" | refers to the date when the Board of Directors approves a grant of Restricted Stock Units under the 2015 Performance Based Restricted Stock Units Plan. | ||||
"Grant Letter" | refers to the notice, substantially in the form set forth in Exhibit 1, which informs a given Beneficiary of the Grant of Restricted Stock Units, as stated in Article 5 of the Performance Plan. | ||||
"Grant" | refers to the decision of the Board of Directors to grant Restricted Stock Units to a given Beneficiary, subject to the vesting conditions set forth by the Performance Based Plan as amended from time to time. | ||||
"Group" | refers to the Company and to all the companies and groups affiliated with the Company within in the meaning of Article L.225-197-2 of the French Commercial Code. |
"Holding Period" | refers to the period, if any, starting on the Vesting Date, during which a Beneficiary may not transfer or pledge his or her shares underlying the vested Restricted Stock Units, by any means, or convert them into the bearer form; it being specified that the total duration of both the Vesting Period and the Holding Period may in no event be less than two years as from the Grant Date pursuant to applicable French law. | ||||
"Ordinary Share" | refers to one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. | ||||
"Original 2015 Performance Based Restricted Stock Units Plan" | refers to the version of the 2015 Performance Based Stock Unit Plan that was adopted by the Board of Directors on July 30, 2015 and approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company on October 23, 2015. | ||||
"Restricted Stock Units" | refers to a promise by the Company to deliver to the Beneficiary on the Vesting Date, at no consideration, Ordinary Shares, subject to the vesting conditions set forth by the Performance Based Plan. Dividend, voting and other shareholder rights will not apply until the issuance or transfer of Ordinary Shares at the time of vesting of the Restricted Stock Units under the Performance Based Plan. | ||||
"Vesting Date" | refers to the date on which the Ordinary Shares subject to the Restricted Stock Units are delivered to the relevant Beneficiary. | ||||
"Vesting Period" | refers to the minimum one year period starting on the Grant Date and ending on the Vesting Date, being specified that the Board of Directors may decide to extend this period for all or part of the Restricted Stock Units and/or provide for vesting in tranches, as stated in the corresponding Grant Letter. | ||||
"Working Day" | refers to any day on which legal business can be conducted within the Company, i.e. every Monday, Tuesday, Wednesday, Thursday and Friday, as long as it is not a public holiday. |
1. Purpose of the Plan | |||||
2. | |||||
3. | |||||
(a) Number of Shares Available for Grants. | |||||
4. | |||||
(a) General. | |||||
(b) Powers of the Administrator. | |||||
(c) Effect of Administrator’s Decision. | |||||
5. | |||||
(a) U.S. Beneficiaries. | |||||
6. | |||||
7. | |||||
8. | |||||
(a) Subscription or Purchase Price. | |||||
(b) Prohibition on Repricing. | |||||
(c) Vesting Period, Minimum Vesting Period and Exercise Dates. | |||||
(d) Form of Consideration. | |||||
9. | |||||
(a) Procedure for Exercise; Rights as a Shareholder. | |||||
(b) Optionee’s Continuous Status as a Beneficiary in the event of an Agreed Leave of More Than Three Months. | |||||
(c) Termination of the Optionee’s Continuous Status as Beneficiary. | |||||
(d) Disability of Optionee. | |||||
(e) Death of Optionee. | |||||
10. | |||||
11. | |||||
(a) Changes in Capitalization. | |||||
(b) Dissolution or Liquidation. | |||||
12. | |||||
(a) Assumption or Substitution of Options. | |||||
(b) Cashout of Options. | |||||
(c) Plan Binding on Successors. | |||||
13. | |||||
14. | |||||
(a) Amendment and Termination. | |||||
(b) Shareholders’ approval. | |||||
(c) Effect of amendment or termination. | |||||
15. Compliance with Company Policies | |||||
(a) Clawback Policy. | |||||
(b) Share Ownership Guidelines. | |||||
16. U.S. Beneficiaries, Conditions Upon Issuance of Shares | |||||
(a) Legal Compliance. | |||||
(b) Investment Representations. | |||||
17. | |||||
18. | |||||
19. |
CRITEO AMENDED 2016 STOCK OPTION PLAN
1. GENERAL 1.1 This sub-plan (the “Sub-Plan”) shall apply only to Beneficiaries who are tax residents of the State of Israel on the date of the grant of the Option, as defined below in Section 2, and are engaged by an Israeli resident Affiliate (collectively, “Israeli Beneficiaries”). The provisions specified hereunder shall form an integral part of the Criteo Amended 2016 Stock Option Plan (hereinafter the “Plan”). 1.2 This Sub-Plan is adopted pursuant to the authority of the Committee under Section 4(b)(vii) of the Plan. This Sub-Plan is to be read as a continuation of the Plan and applies to Options granted to Israeli Beneficiaries only to the extent necessary to comply with the requirements set by Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. This Sub-Plan does not add to or modify the Plan in respect of any other category of Beneficiaries. 1.3 The Plan and this Sub-Plan are complimentary to each other and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions set out in the Sub-Plan shall prevail to the extent necessary to comply with the requirements set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. 1.4 Any capitalized term not specifically defined in this Sub-Plan shall be construed according to the interpretation given to it in the Plan. 2. DEFINITIONS 2.1 “102 Option” means any Option intended to qualify (as determined by the Committee and/or the Israeli Option Agreement) and which qualifies as an Option under Section 102, issued to an Approved Israeli Beneficiary. 2.2 “Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Shares are then traded or listed. 2.3 “Approved Israeli Beneficiary” means an Israeli Beneficiary who is an employee, director or an officer of an Employer, excluding any Controlling Share Holder of the Company. 2.4 “Option” means any Option granted under the Plan settled in Shares and which will not be capable of being settled in cash. 2.5 “Capital Gain Option” means a Trustee 102 Option elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3) of the Ordinance. 2.6 “Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance. Appendix C-18 2.7 “Employer” means, for purpose of a Trustee 102 Option, an Israeli resident Affiliate of the Company which is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance. 2.8 “ITA” means the Israeli Tax Authority. 2.9 “Israeli Option Agreement” means the Option agreement between the Company and an Israeli Beneficiary that sets out the terms and conditions of an Option. 2.10 “Non-Trustee 102 Option” means a 102 Option granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee. 2.11 “Ordinary Income Option” means a Trustee 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance. 2.12 “Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or as hereafter amended. 2.13 “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003. 2.14 “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended. 2.15 “Tax” means any applicable tax and other compulsory payments, such as any social security and health tax contributions under any Applicable Law. 2.16 “Trust Agreement” means the agreement to be signed between the Company, an Employer and the Trustee for the purposes of Section 102. 2.17 “Trustee” means any person or entity appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced from time to time. 2.18 “Trustee 102 Option” means a 102 Option granted to an Approved Israeli Beneficiary pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Beneficiary. 2.19 “Unapproved Israeli Beneficiary”means an Israeli Beneficiary who is not an Approved Israeli Beneficiary, including a Consultant or a Controlling Share Holder of the Company. 3. ISSUANCE OF OPTIONS 3.1 The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Approved Israeli Beneficiaries and Unapproved Israeli Beneficiaries, provided, however, that only Approved Israeli Beneficiaries may be granted 102 Options. 3.2 The Committee may designate Options granted to Approved Israeli Beneficiaries pursuant to Section 102 as Trustee 102 Options or Non-Trustee 102 Options. 3.3 The grant of Trustee 102 Options shall be subject to this Sub-Plan and shall not become effective prior to the lapse of 30 days from the date the Plan has been submitted for approval by the ITA and shall be conditioned upon the approval of the Plan and this Sub-Plan by the ITA. 3.4 Trustee 102 Options may either be classified as Capital Gain Options or Ordinary Income Options. Appendix C-19 3.5 No Trustee 102 Option may be granted under this Sub-Plan to any Approved Israeli Beneficiary, unless and until the Company has filed with the ITA its election regarding the type of Trustee 102 Options, whether Capital Gain Options or Ordinary Income Options, that will be granted under the Plan and this Sub-Plan (the “Election”). Such Election shall become effective beginning the first date of grant of a Trustee 102 Option under this Sub-Plan and shall remain in effect at least until the end of the year following the year during which the Company first granted Trustee 102 Options. The Election shall obligate the Company to grant only the type of Trustee 102 Option it has elected, and shall apply to all Israeli Beneficiaries who are granted Trustee 102 Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting Non-Trustee 102 Options simultaneously. 3.6 All Trustee 102 Options must be held in trust by, or subject to the approval of the ITA, under the control or supervision of a Trustee, as described in Section 5 below. 3.7 The designation of Non-Trustee 102 Options and Trustee 102 Options shall be subject to the terms and conditions set forth in Section 102. 3.8 Options granted to Unapproved Israeli Beneficiaries shall be subject to tax according to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein. 4. 102 OPTION GRANT DATE Each 102 Option will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that and subject to (i) the Israeli Beneficiary has signed all documents required by the Company or Applicable Law, and (ii) with respect to any Trustee 102 Option, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the Option will be considered as granted on the date determined by the Committee as a Non-Trustee Option. 5. TRUSTEE 5.1 Trustee 102 Options which shall be granted under this Sub-Plan and/or any Shares allocated or issued upon the grant, exercise of a Trustee 102 Option and/or other Shares received following any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Beneficiaries, in accordance with the provisions of Section 102. In the event the requirements for Trustee 102 Options are not met, the Trustee 102 Options may be regarded as Non-Trustee 102 Options or as Options which are not subject to Section 102, all in accordance with the provisions of Section 102. 5.2 With respect to any Trustee 102 Option, subject to the provisions of Section 102, an Approved Israeli Beneficiary shall not sell or release from trust any Shares received upon the grant or exercise of a Trustee 102 Option and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Beneficiary. 5.3 Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares allocated or issued upon the grant or exercise of a Trustee 102 Option unless the Company, its Israeli Affiliate and the Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. 5.4 Upon receipt of any Trustee 102 Option, the Approved Israeli Beneficiary will consent to the grant of such Option under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the Trustee. Appendix C-20 6. THE OPTIONS The terms and conditions upon which Options shall be granted, issued and exercised or vested under this Sub-Plan, shall be specified in an Israeli Option Agreement to be executed pursuant to the Plan and to this Sub-Plan. Each Israeli Option Agreement shall provide, inter alia, the number of Shares to which the Option relates, the type of Option granted thereunder (i.e., a Capital Gain Options or Ordinary Income Options or Non-Trustee 102 Option or any Option granted to Unapproved Israeli Beneficiary), and any applicable vesting provisions and exercise price that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for uniformity of treatment of Israeli Beneficiaries and that the terms and conditions of Options granted to Israeli Beneficiaries need not be the same with respect to each Israeli Beneficiary (whether or not such Israeli Beneficiaries are similarly situated). The grant, vesting and exercise of Options granted to Israeli Beneficiaries shall be subject to the terms and conditions and, with respect to exercise, the method, as may be determined by the Committee (including the provisions of the Plan) and, when applicable, by the Trustee, in accordance with the requirements of Section 102. 7. ASSIGNABILITY, DESIGNATION AND SALE OF OPTIONS 7.1. Notwithstanding any provision of the Plan, no Option subject to this Sub-Plan or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such Option shall be given to any third party whatsoever, and during the lifetime of the Israeli Beneficiary, each and all of such Israeli Beneficiary’s rights with respect to an Option shall belong only to the Israeli Beneficiary. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. 7.2 As long as Options and/or Shares issued or purchased hereunder are held by the Trustee on behalf of the Israeli Beneficiary, all rights of the Israeli Beneficiary over the Option and Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. 8. INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL 8.1. With regard to Trustee 102 Options, the provisions of the Plan, the Sub-Plan and/or the Israeli Option Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the said provisions shall be deemed an integral part of the Plan, the Sub-Plan and the Israeli Option Agreement. 8.2. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to an Option pursuant to Section 102, which is not expressly specified in the Plan, the Sub-Plan or the Israeli Option Agreement, shall be considered binding upon the Company, any Israeli Affiliate and the Israeli Beneficiaries. Furthermore, if any provision of the Plan or Sub-Plan disqualifies Options that are intended to qualify as 102 Options from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the 102 Options. 9. TAX CONSEQUENCES 9.1 Any tax consequences arising from the grant, purchase, exercise or sale of any Option issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Beneficiary), hereunder, shall be borne solely by the Israeli Beneficiary. The Company and/or its Affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Beneficiary agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Beneficiary. 9.2 The Company and/or, when applicable, the Trustee shall not be required to release any Option or Shares to an Israeli Beneficiary until all required Tax payments have been fully made. 9.3 Options that do not comply with the requirements of Section 102 shall be subject to tax under Section 3(i) or 2 of the Ordinance. Appendix C-21 9.4 With respect to Non-Trustee 102 Options, if the Israeli Beneficiary ceases to be employed by the Company or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the Israeli Beneficiary shall extend to the Company and/or its Affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares, in accordance with the provisions of Section 102. 10. TERM OF PLAN AND SUB-PLAN Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all approvals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to comply with any Applicable Law, applicable to Options granted to Israeli Beneficiaries under this Sub-Plan or with the Company's incorporation documents. 12. GOVERNING LAW Solely for the purpose of determining the Israeli tax treatment of Options granted pursuant to this Sub-Plan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of law principles. * * * * * Appendix Exhibit B CRITEO STOCK OPTION GRANT AGREEMENT Part I
Appendix A-3 I.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN On July 30, 2015, the Board of Directors adopted the Original 2015 Time-Based Restricted Stock Units Plan, stating the conditions and criteria for the Grant of Restricted Stock Units of Criteo, a French société anonyme whose registered office is located at 32, rue Blanche, 75009Paris, France, and whose identification number is 484786249 R.C.S. Paris (hereafter referred to as the "Company”), to the benefit of employees, certain categories of such employees, and/or corporate officers who meet the conditions set forth by Article L.225-197-1II of the French Commercial Code of the Company or any company or economic interest group (groupement d'intérêt économique) in which the Company holds, directly or indirectly, 10% or more of the share capital and voting rights at the date of Grant of said shares and the combined (ordinary and extraordinary) shareholders’ meeting of the Company approved the Time-Based Restricted Stock Units Plan on October 23, 2015. The Original 2015 Time-Based Restricted Stock Units Plan was subsequently approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company which also granted authority to the Board of Directors to grant Restricted Stock Units under the Original 2015 Time-Based Restricted Stock Units Plan. On February 25, 2016 the Board of Directors adopted this amended and restated version of the Original 2015 Time-Based Restricted Stock Units Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28, 2016, on July 28, 2016, on June 27, 2017, on April 4, 2018, on April 25, 2019, on April 23, 2020, on April 7, 2021, on April 6, 2022 and on April 5, 2023, the "2015 Time-Based Restricted Stock Units Plan” or the "Time-Based Plan”). II.DEFINITIONS Under the Time-Based Plan, the following terms and expressions starting with a capital letter shall have the following meaning and may be used indifferently in the singular or in the plural form:
Appendix A-4
Appendix A-5
Appendix A-6 III.PURPOSE The Time-Based Plan sets forth the The purposes of the Time-Based Plan are: *to attract and retain the best available personnel for positions of substantial responsibility; *to provide additional incentive to Beneficiaries; and *to promote the success of the Company's business. IV.BENEFICIARIES: ELIGIBLE EMPLOYEES Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, the Board of Directors of the Company will approve the list of Beneficiaries among employees and corporate officers (who meet the conditions set forth by Article L.225-197-1II of the French Commercial Code) of the Group, together with the indication of the number of Restricted Stock Units granted to each of them. V.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made available to the Beneficiary together with a copy of the Time-Based Plan, indicating the number of Restricted Stock Units granted to the Beneficiary, the Vesting Period and the Holding Period, if any. The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the Time-Based Plan by accepting online his or her documentation by means of the tool made available by the Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the Company) from the date of notification by the Company of the availability on line of the Grant documentation, the documents being deemed to be VI.VESTING PERIOD 6.1.Principle (a) The Restricted Stock Units granted under the Time-Based Plan shall vest in the Beneficiaries at the end of the Vesting Period, subject to the continued Presence of the Beneficiary during the Vesting Period, in the absence of which he or she will not be Unless otherwise decided by the Appendix A-7 Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the Ordinary Shares. (b) Unless otherwise determined by the Board of Directors at the time of the Grant and except with respect to Grant Date included and the First Vesting *if the Beneficiary ceases to be an employee or officer of the *if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary plus three months of the Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary thereof, he shall vest on such second anniversary date in 31.25% (i.e., 5/8 * 50%) of his Restricted Stock Units, with the balance being automatically forfeited. For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting In the event of a Beneficiary who after the Grant Date and before the First Vesting Date would be relocated from a country not listed in the Exhibit 1 where he/she was taxable on his/her employment income to a country listed in the Exhibit 1and who, before the time of the First Vesting Date, becomes taxable on his/her employment income in a country listed in the Exhibit 1, the provision of this Article 6.1 (b) shall be terminated; provided, however, that Restricted Stock Units that have become Secured Restricted Stock Units prior to the relocation to a country listed in Exhibit 1 shall remain secured and the underlying shares will be delivered upon the Vesting Date. Appendix A-8 discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant thereto. Further, the Board of Directors shall have the full and final power and authority, in its discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled, forfeited, exchanged, or surrendered. Notwithstanding Articles 6.5, 6.6 and 6.7 of the Time-Based Plan, the Board of Directors shall not accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with respect to a Grant under the Time-Based Plan solely based on a Change in Control. 6.2Compliance with Company Policies (1)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and agreement by the Beneficiary that any Grant pursuant to the Time-Based Plan shall be subject to any applicable clawback policy of the Company, as adopted by the Company from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. (2)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted Stock Units may need to be retained by the Beneficiary in order to comply with the Company’s Share Ownership Guidelines, to the extent applicable to the Beneficiary. 6.3Internal mobility In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the termination of the initial employment agreement and the entering into of a new employment agreement or of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of a new position of officer or the entering into of a new employment agreement in one of such companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the 6.4Agreed Leave of Absence Exceeding Three Months In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.4. 6.5Disability In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Disability. Appendix A-9 6.6Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest at the date of the request for vesting duly made by his or her beneficiaries in the framework of the inheritance. The request for vesting of the Restricted Stock Units shall be made within 6.7Retirement In the event of the retirement of a Beneficiary during the Vesting Period, and 6.8Change in Control (1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the Beneficiary or in the applicable Grant Letter, in the event of a Change in Control: i.Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the Grant Date is at least one year prior to the consummation of the Change in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse and the Restricted Stock Units shall be deemed fully vested prior to the consummation of the Change in Control. Any Grant for which the Grant Date is less than one year prior to the consummation of the Change in Control shall either be assumed or substituted for in accordance with Article 6.8(a)(ii) or cancelled in accordance with Article 6.8(a)(iii) below. ii.For the purposes of this Article 6.8, a Grant will be considered assumed or substituted if, (A) following the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each such share held on the effective date of the transaction; provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Restricted Stock Unit shall be solely common stock of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in Control; (B) Appendix A-10 any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. iii.Notwithstanding any other provision of the Time-Based Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal Revenue Code, the Board of Directors may, in its discretion, provide that each Grant shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in Control multiplied by (ii) the number of Restricted Stock Units granted under the Grant. The Board of Directors shall not be required to treat all Grants similarly for purposes of this Article 6.8(a). Payment of amounts under this Article 6.8(a) shall be made in such form, on such terms and subject to such conditions as the Board of Directors determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company's shareholders in connection with the Change in Control and may, in the Board of Directors’ discretion, include subjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting such payments to escrow or holdback provisions comparable to those imposed upon the Company's shareholders in connection with the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (2)The obligations of the Company under the Time-Based Plan shall be binding upon any successor corporation or organization resulting from the Change in Control. 6.9 Compliance with laws and liability of the Company. (1)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and any other French, U.S. or other laws applicable to the Restricted Stock Units. (2)Without limiting the provisions of Article 6.9(a) above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, Appendix A-11 and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. (3)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its affiliated companies was not able to acquire the shares. VII.HOLDING PERIOD 7.1Principle (1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares underlying the Restricted Stock Units granted under the Time-Based Plan and will be shareholders of the Company. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of the Company. However, the Ordinary Shares underlying the Restricted Stock Unit shall not be transferable during the Holding Period (if any) and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into the bearer form. (2)At the end of the Holding Period (if any), the Ordinary Shares underlying the Restricted Stock Unit will be fully transferable, subject to the provisions of the following paragraph. At the end of the Holding Period, if any, the Ordinary Shares underlying the Restricted Stock Unit granted under the Time-Based Plan may not be transferred (i) if a "black-out” period is in effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the Company’s shares are listed at such time. 7.2Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock Unit delivered to the Beneficiaries referred to in Article6.5 above or to the beneficiaries of the deceased Beneficiary referred to in Article6.6 above may be freely transferred as from the VIII.CHARACTERISTICS OF THE ORDINARY SHARES The Ordinary Shares delivered pursuant to the vesting of the As from the Vesting Date, the Ordinary Shares delivered pursuant to the Restricted Stock Units shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and Restricted Stock Units that do not vest do not give right to any dividend paid or Appendix A-12 IX.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS At the end of the If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares shall be completed the first Working Day following the end of the Vesting Period. The Ordinary Shares underlying the Restricted Stock Units that may be vested under the Time-Based Plan will be held, during the Holding Period, if any, in nominative form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of Article 7.1(b) above are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no Holding Period), the Ordinary Shares underlying the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with. In the event that, as a consequence of the Grant of Restricted Stock Units under the Time-Based Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Ordinary Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions. X.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS 10.1 Shares Available. Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the Time-Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Unit granted in connection with the Time-Based Plan (i.e., grants other than options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with such Grant. Ordinary Shares subject to the Time-Based Plan shall consist of authorized but unissued shares, as well as existing shares of the Company. In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the Ordinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the Time-Based Plan is still in force, again be available for future Grant pursuant to the Time-Based Plan or the 2015 Performance Based Plan. Notwithstanding any Appendix A-13 provision of the Time-Based Plan or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Time-Based Plan. XI.INTERMEDIARY OPERATIONS Subject to Article 6.8, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted Stock Units. The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period, if any. XII.ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Restricted Stock Units granted under the Each Beneficiary XIII.AMENDMENT TO THE TIME-BASED PLAN 13.1 Principle The Time-Based Plan may be amended by the Board of The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the Time-Based Plan made by the Board of Directors, or the written consent of the Beneficiary, if required. 13.2 Notice of the amendments Appendix A-14 The affected Beneficiaries shall be notified of an amendment to the Time-Based Plan, by any reasonable means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-mail. XIV.TAX AND SOCIAL RULES The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, XV.MISCELLANEOUS 15.1 Rights in relation to the 15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the (a)the Time-Based Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the (b)the grant of the (c)all decisions with respect to future (d) (e) Appendix A-15 (f)the (g)the (h) in the (i)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j)if the 15.3Applicable law - Jurisdiction The Time-Based Plan 15.4Provisions Applicable to Beneficiaries Located outside of France The attached Appendix applies to Beneficiaries located outside of France at Appendix The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the The Company may disclose the Data to the Employer, subsidiaries and In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. The Company may, in its sole discretion, decide to deliver any documents related to the Appendix A-17 participate in the Time-Based Plan through an The provisions of this Appendix APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Time-Based Plan. NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the Time-Based Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. The Company therefore strongly recommends that the Beneficiary not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Time-Based Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock Units and/or sells any shares delivered pursuant to the award. GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the "Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items”), the Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of Ordinary Shares underlying Restricted Stock Units delivered pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for Tax-Related Items. Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, and with respect to any individual who is determined by Criteo to be an "officer” as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), or an "executive officer” as defined by Rule 3b-7 promulgated under the Exchange Act, the Company may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount, and further provided that any such Appendix A-19 withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Beneficiary’s participation in the Time-Based Plan or the Beneficiary’s Vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as described in this section. For tax residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with federal and state securities laws. Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in this section to the Company. Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities. The intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be interpreted and be administered to be in compliance therewith or exempt therefrom.In this regard, any payments or benefits (including vesting tranches) described in the Time-Based Plan and the Grant Letters thereunder that are due within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from service with the Company for purposes of this the Time-Based Plan and no payment or benefit shall be due to the Beneficiary under the Time-Based Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary would be considered to have incurred a "separation from service” from the Company within the meaning of Section 409A of the Code.Notwithstanding anything to the contrary in the Plan and the Grant Letters thereunder, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status as a "specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Further notwithstanding anything to the contrary in the Plan, to the extent required under Section 409A of the Code to make payment of an award upon a Change in Control, the applicable transaction or event defined in Article 2 and described in Article 6.8 of the Plan must qualify as a "change in control event” Appendix A-20 within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it does not, then unless otherwise specified in the applicable Grant Letter, any Restricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.5 of the Time-Based Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later than 60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock Units are considered deferred compensation subject to Section 409A of the Code, any such Disability will be within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any Restricted Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6 of the Time-Based Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the date of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year of the Beneficiary’s death to the extent permitted by Section 409A of the Code.The Company makes no representation that any or all of the payments described in the Time-Based Plan and the Grant Letters thereunder will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. The Company makes no representation as to the tax status of the Time-Based Plan to the Beneficiary who should seek his or her own tax advice. For Israeli Tax Residents Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 ("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The designation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance. Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102 of the Appendix A-21 Ordinance. In the event the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102. With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant. Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the 102 Trustee. Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance. Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the Company and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards. Appendix A-22 Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an Approved Israeli Participant until all required tax payments have been fully made. Appendix A-23 Exhibit 1 List of Countries *Canada *Japan *Singapore *The Netherlands Appendix A-24 Exhibit 2 Form of Grant Letter [Beneficiary Name and Address] [Date] Letter delivered by electronic delivery [Name of Beneficiary], We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on [June 13, 2023], the board of directors of Criteo (the « Company»), during its meeting held on [ ] (the « Grant Date »), granted to you Restricted Stock Units of the Company, under the terms and conditions provided for in Articles L.225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and Restated 2015 Time-Based Restricted Stock Units Plan of the Company (the «the Time-Based Plan»). Capitalized terms that are used but not defined herein shall have the meaning ascribed to such terms in the Time-Based Plan. The board of directors granted to you [ ] restricted stock units of the Company (the «Shares»), with a par value of EUR 0.025 each. The period (« Vesting Period ») at the end of which the grant will become effective and final (i.e., the Shares will be delivered to you and be your property), has been set at [ ] years as from the Grant Date: [details of vesting scheduled to be inserted]. [Except as provided below], the Shares will thus vest at the end of the Vesting Period unless you shall cease to be an employee of the Criteo group for any reason whatsoever during the Vesting Period (subject to the following paragraph). [In the event you cease to be an employee or officer of the Group after the one-year anniversary of the Grant Date but prior to the First Vesting Date, you shall vest in, on the First Vesting Date, a number of Shares that is equal to the pro rata portion (measured by the ratio of (A) the number of quarters elapsed from the Grant Date included to the date you cease to be an employee or officer of the Group (excluded) to (B) the total number of quarters between the Grant Date (included) and the First Vesting Date (excluded)) of the number of Shares that you would have vested on the First Vesting Date had you remained an employee or officer of the Group until such date (the «Prorated Vesting»).] [Notwithstanding the foregoing, if you are a tax resident of the United States, the Company will be required to withhold Federal Insurance Contributions Act taxes in respect of your vesting gain as of the first anniversary of the Grant Date.] In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of the request made by your beneficiaries in the framework of the inheritance. The request for the Shares shall be made within six (6) months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. Neither the Time-Based Plan nor this letter shall confer upon you any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Time-Based Plan or this letter shall be construed to limit the discretion of the Company to terminate your continuous service at any time, with or without cause. Appendix A-25 By acknowledging this grant, you hereby acknowledge and agree that any Grant pursuant to the Time-Based Plan shall be subject to any applicable Criteo clawback policy, as adopted by Criteo from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. [To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with the requirements under Section 102 and any rules or regulations thereunder, including the execution of this Grant Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the requirements of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for the favorable tax treatment under the Capital Gains Route. The Company makes no representations or guarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. The Restricted Stock Units and the Ordinary Shares issued upon vesting and/or any additional rights, as detailed above, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted Stock Units (the “Additional Rights”) shall be issued to or controlled by the 102 Trustee for your benefit under the provisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from the 102 Trustee the Ordinary Shares or Additional Rights until the end of the 102 Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the 102 Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable laws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of the Group or the 102 Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in connection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in relation to the Restricted Stock units and the Ordinary Shares issued upon vesting, shall be borne by you. The 102 Trustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company or any member of the Group or the 102 Trustee. [Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a prospectus with respect to the Restricted Stock Units. If obtained copies of the Plan and Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon request from your local human resources department.] In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary Shares or Appendix A-26 releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with any information required for the purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge that the information might be shared with an administrator who is located outside of Israel, where the level of protection of personal data is different than in Israel.] The detailed terms of such grant are described in the Time-Based Plan, a copy of which is attached hereto. The Time-Based Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units granted herein shall be subject to all terms and conditions of the Time-Based Plan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the provisions of the Time-Based Plan, the provisions of the Time-Based Plan shall govern. Thank you for accepting the Yours sincerely, CRITEO ![]() Appendix APPENDIX B Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() ![]() CRITEO 2015 PERFORMANCE-BASED RSU PLAN ![]() Appendix B-1 Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() AMENDED AND RESTATED 2015 ![]() ![]() Adopted by the Board of Directors on April 23, 2020 Approved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and June 28, 2017 Amended from time to time. Last amendment by the Board: April 5, 2023 Appendix B-2 TABLE OF CONTENTS
Appendix B-3 1. IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN On July 30, 2015 , the Board of Directors adopted the Original 2015 Performance Based Restricted Stock Unit Plan stating the conditions and criteria for the grant of Restricted Stock Units of Criteo, a French société anonyme whose registered office is located at 32, rue Blanche, 75009Paris, France and whose identification number is 484786249 R.C.S. Paris (hereafter referred to as the “Company”) to the benefit of the chief executive officer and, from time to time, certain named executive officers, members of executive management and certain other employees of the Company or any company or economic interest group (groupement d'intérêt économique) in which the Company holds, directly or indirectly, at least 10% of the share capital and voting rights at the date of grant of said shares, as determined by the Board of Directors, and the combined (ordinary and extraordinary) shareholders’ meeting of the Company approved the Performance Based Restricted Stock Unit Plan on October 23, 2015. The Original 2015 Performance Based Restricted Stock Unit Plan was subsequently approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company, which also granted authority to the Board of Directors to grant Restricted Stock Units under the Original 2015 Performance Based Restricted Stock Unit Plan. On February 25, 2016, the Board of Directors adopted this amended and restated version of the Original 2015 Performance Based Restricted Stock Unit Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28, 2016, on April 4, 2018, on April 25, 2019, on April 23, 2020, on April 7, 2021, on April 6, 2022 and on April 5, 2023 , the “2015 Performance Based Restricted Stock Unit Plan” or the "Performance Based Plan"). 2. DEFINITIONS Under the Performance Based Plan, the following terms and expressions starting with a capital letter shall have the following meaning and may be used indifferently in the singular or in the plural form:
Appendix B-4
Appendix B-5
3. PURPOSE The Performance Based Plan sets forth the conditions and criteria for the grant of Restricted Stock Units under the Performance Based Plan, pursuant to Articles L.225-197-1 et seq. of the French Commercial Code and to the authorization granted by the shareholders’ meeting of the Company dated October 23, 2015. Appendix B-6 The purposes of the Performance Based Plan are: *to attract and retain the best available personnel for positions of substantial responsibility; *to provide additional incentive to Beneficiaries, including performance incentives; and *to promote the success of the Company's business. 4. BENEFICIARIES: ELIGIBLE EMPLOYEES Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015 , the Board of Directors of the Company will approve the list of Beneficiaries among the chief executive officer and, from time to time, certain named executive officers, members of executive management and certain other employees of the Group, as determined by the Board of Directors, together with the indication of the number of Restricted Stock Units granted to each of them. 5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made available to the Beneficiary together with a copy of the Performance Based Plan as amended and restated, indicating the number of Restricted Stock Units granted, the Vesting Period, the Holding Period, if any, and the Performance Targets (as described in Article 6.1 and 6.2). The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the Performance Based Plan by accepting online his or her documentation by means of the tool made available by the Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the Company) from the date of notification by the Company of the availability on line of the Grant documentation; the documents being deemed to be received on the date of the electronic delivery. 6. VESTING PERIOD 6.1. Principle (a) The Restricted Stock Units granted under the 2015 Performance Based Plan shall vest in the Beneficiaries at the end of the Vesting Period, provided that the following condition(s) precedent(s) is (are) met: a.except as set forth in Article 6.1(b), continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period, in the absence of which he or she will not be entitled to acquire Ordinary Shares on the date when this condition is no longer met; and b.attainment of one or more Performance Targets determined by the Board of Directors at grant in accordance with Article 6.2 and reflected in the relevant Grant Letter. Should the Beneficiary be at the same time an employee and an officer of the same company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the Restricted Stock Units granted under the Performance Based Plan at the end of the Vesting Period; provided, that if the Beneficiary is an officer on the Grant Date and subsequently ceases to be Appendix B-7 an officer of any company of the Group, the Board of Directors shall have the discretion to terminate the Beneficiary’s Restricted Stock Units granted under the Performance Based Plan at any time up to the end of the Vesting Period. Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the Ordinary Shares. (b) Unless otherwise determined by the Board of Directors at the Grant Date, if the Beneficiary (i) ceases to be an employee or officer of the Group more than one year after the Grant Date but prior to (A) the Vesting Date or (B) in the case of a Grant that vests in tranches, the vesting date of the first tranche of the Grant (such date in either (A) or (B), the “First Vesting Date”), and (ii) prior to the termination of his or her employment or term of office, any applicable Performance Targets (as defined below) are fully satisfied, then the Beneficiary shall vest in, on the First Vesting Date, only those Restricted Stock Units that correspond to the Performance Targets that were fully satisfied prior to the termination of his or her employment or term of office (rounded to the nearest whole number). For instance, for a Grant where 25% of the Restricted Stock Units vest upon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 1 and 25% of the Restricted Stock Units vest upon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 2, if the Beneficiary ceases to be an employee or officer of the Group on the day following the first anniversary of the Grant Date and the Board determines that, by that date, the Beneficiary has satisfied Performance Target No. 1 at 100% and Performance Target No. 2 at 85%, he shall vest in on such second anniversary date 25% of his Restricted Stock Units, with the balance being automatically forfeited. If none of the Performance Targets are met at the 100% level or higher prior to the Beneficiary’s termination, the Beneficiary’s entire Grant will be automatically forfeited. For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than one year after the Grant Date. (c) In addition to any other powers set forth in the Performance Based Plan and subject to the provisions of the Performance Based Plan, the Board of Directors shall have the full and final power and authority, in its discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant thereto, including, without limitation, the Performance Measures (as defined below), performance period, performance award formula and Performance Targets (as defined below) applicable to any grant and the extent to which such Performance Targets have been attained. Further, the Board of Directors shall have the full and final power and authority, in its discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled, forfeited, exchanged, or surrendered. Appendix B-8 Notwithstanding Articles 6.6, 6.7 and 6.8 of the Performance Based Plan, the Board of Directors shall not accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with respect to a Grant under the Performance Plan solely based on a Change in Control. 6.2 Performance criteria The vesting of any Restricted Stock Units granted hereunder shall be subject to or conditioned upon, in whole or in part, the achievement of Performance Targets in accordance with the following terms and conditions (each, a “Performance Grant”): 6.2.1 Establishment of performance period, performance targets and performance award formula In granting each Performance Grant, the Board of Directors shall establish in writing the applicable performance period, performance award formula and one or more Performance Targets (as defined herein) which, when measured at the end of the performance period, shall determine, on the basis of the performance award formula, the final number of Restricted Stock Units acquired by the Beneficiary. The Board of Directors shall have full power and final authority, in its discretion, to alter or cancel the Performance Targets or performance award formula applicable to a Beneficiary, including, without limitation, in the event that the Beneficiary changes roles or functions within the Group during the performance period. In any case, the performance period shall not be shorter than one year. 6.2.2 Measurement of performance targets Performance shall be evaluated by the Board of Directors on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following: (a) Performance Measures (i) Determination of Performance Measures. Except as otherwise determined by the Board of Directors and in each case to the extent applicable, Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles or as used generally in the Company’s industry. (ii) Calculation of Performance Measures. Except as otherwise determined by the Board of Directors, the Performance Measures applicable to the vesting of the Restricted Stock Units shall be calculated in accordance with generally accepted accounting principles and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Board of Directors, occurring after the establishment of the Performance Targets applicable to the vesting of the Restricted Stock Units. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Beneficiary’s rights with respect to the vesting of the Restricted Stock Units. Appendix B-9 (iii) Types of Performance Measures.Performance Measures may be one or more of the following or such other measures as determined by the Board of Directors: (1) contribution excluding traffic acquisition costs; (2) adjusted earnings before interest, taxes, depreciation and amortization, as defined by the Company in its financial statements as filed with the Securities Exchange Commission in the United States; (3) cash flow from operating activities; (4) stock price; (5) completion of identified special project(s); or (6) any combination of the foregoing. Notwithstanding the foregoing, the Board of Directors may provide that one or more objectively determinable adjustments shall be made to the Performance Measures, which may include adjustments that would cause the measures to be considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission. (b) Performance Targets Where applicable, Performance Targets may, without limitation, be expressed in terms of attaining a specified level of the Performance Measure or the attainment of a percentage increase or decrease in the particular Performance Measure, and may be applied to one or more of the Company, any subsidiary or affiliate of the Company, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof, or may be applied to the performance of the Company or any subsidiary or affiliate thereof relative to a market index, a group of other companies or a combination thereof, all as determined by the Board of Directors. The Performance Targets may be subject to a threshold level of performance below which no Restricted Stock Units will vest, levels of performance at which specified numbers of Restricted Stock Units will vest, and a maximum level of performance above which no additional number of Restricted Stock Units will vest (or at which full vesting will occur). 6.3 Compliance with Company Policies A)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and agreement by the Beneficiary that any Grant pursuant to the Performance Based Plan shall be subject to any applicable clawback policy of the Company, as adopted by the Company from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. B)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted Stock Units may need to be retained by the Beneficiary in order to comply with the Company’s Share Ownership Guidelines, to the extent applicable to the Beneficiary. Appendix B-10 6.4 Internal mobility In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the termination of the initial employment agreement and the entering into of a new employment agreement or of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of a new position of officer or the entering into of a new employment agreement in one of such companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period. 6.5 Agreed Leave of Absence Exceeding Three Months In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.5. 6.6 Disability In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Disability in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period will be considered as met immediately on the date of Disability and (ii) the condition of the attainment of one or more Performance Targets determined by the Board of Directors at grant will be measured on the date of Disability. 6.7 Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period will be considered as met immediately on the date of death and (ii) the condition of the attainment of one or more Performance Targets determined by the Board of Directors at grant will be measured on the date of death. The Restricted Stock Units shall vest at the date of the request made by his or her beneficiaries in the framework of the inheritance. The request for the vesting of the Restricted Stock Units by the heirs shall be made within six months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. Appendix B-11 6.8 Retirement In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of Restricted Stock Units that may vest pursuant to Article 6.1(b) upon retirement of such Beneficiary, the Board of Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for all or part of the Restricted Stock Units prior to the date of such retirement. 6.9 Change in Control (i)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the Beneficiary or in the applicable Grant Letter, in the event of a Change in Control: (*)Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the Grant Date is at least one year prior to the consummation of the Change in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse, any performance conditions imposed with respect to such Grant shall be deemed to be achieved at target performance levels and the Restricted Stock Units shall be deemed fully vested by the Beneficiary prior to the consummation of the Change in Control. Any Grant for which the Grant Date is less than one year prior to the consummation of the Change in Control shall either be assumed or substituted for in accordance with Article 6.9(a)(ii) or cancelled in accordance with Article 6.9(a)(iii) below. (*)For the purposes of this Article 6.9, a Grant will be considered assumed or substituted if, (A) following the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each such share held on the effective date of the transaction ; provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Restricted Stock Unit shall be solely common stock of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in Control; (B) any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. (*)Notwithstanding any other provision of the 2015 Performance Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal Revenue Code, the Board of Directors may, in its Appendix B-12 discretion, provide that each Grant shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in Control multiplied by (ii) the number of Restricted Stock Units granted. The Board of Directors shall not be required to treat all Grants similarly for purposes of this Article 6.9(a). Payment of amounts under this Article 6.9(a) shall be made in such form, on such terms and subject to such conditions as the Board of Directors determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company's shareholders in connection with the Change in Control and may, in the Board of Directors’ discretion, include subjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting such payments to escrow or holdback provisions comparable to those imposed upon the Company's shareholders in connection with the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (ii)The obligations of the Company under the Performance Based Plan shall be binding upon any successor corporation or organization resulting from the Change in Control. 6.10 Compliance with Laws and Liability of the Company A)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and any other French, U.S. or other laws applicable to the Restricted Stock Units. B)Without limiting the provisions of Article 6.10(a) above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. C)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its affiliated companies was not able to acquire the shares. Appendix B-13 7. HOLDING PERIOD 7.1 Principle A)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares underlying the Restricted Stock Units granted under the Performance Based Plan and will be shareholders of the Company. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of the Company. However, the Ordinary Shares underlying the Restricted Stock Units shall not be transferable during the Holding Period, if any, and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into bearer form. B)At the end of the Holding Period, if any, the Restricted Stock Units will be fully transferable, subject to the provisions of the following paragraph. At the end of the Holding Period, if any, the Ordinary Shares acquired pursuant to the vesting of the Restricted Stock Units granted under the Performance Based Plan may not be transferred (i) if a “black-out” period is in effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the Company’s shares are listed at such time. 7.2 Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock Units delivered to the Beneficiaries referred to in Article6.5 above or to the beneficiaries of the deceased Beneficiary referred to in Article6.6 above may be freely transferred as from the date of their date of vesting. 8. CHARACTERISTICS OF THE ORDINARY SHARES The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be, at the Company’s choice, new shares to be issued by the Company or existing shares acquired by the Company. As from the Vesting Date, the Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same rights as from the Vesting Date. Restricted Stock Units that do not vest do not give right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date. Appendix B-14 9. DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the Restricted Stock Units vested under the Performance Based Plan provided that the conditions and criteria for such vesting provided by Articles5 and 6 above are met. However, Ordinary Shares may not be delivered in fractional shares. Unless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant. If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares underlying the Restricted Stock Units shall be completed the first Working Day following the end of the Vesting Period. The Ordinary Shares that may be acquired under the Performance Based Plan will be held, during the Holding Period (if any), in nominative form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of Article 7.1(b) above are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no Holding Period), the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with. In the event that, as a consequence of the Grant of Restricted Stock Units under the Performance Based Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Ordinary Shares underlying the Restricted Stock Units on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions. 10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS 10.1 Shares Available Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the Performance Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Units granted in connection with a Grant under the Performance Based Plan (i.e., grants other than options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with such Grant. Shares subject to the Performance Based Plan shall consist of authorized but unissued Ordinary Shares, as well as existing Ordinary Shares. In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, Appendix B-15 provided the 2015 Performance Based Plan is still in force, again be available for future grant pursuant to the Time-Based Restricted Stock Units Plan or the Performance Based Plan. Notwithstanding any provision of the Performance Based Plan or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Performance Based Plan. 10.2 Individual Grant Limits Unless otherwise determined by the Board of Directors, the following limits shall apply to the grant of a Grant under the Performance Based Plan. Subject to adjustment as provided in Articles 11 and 12, no Beneficiary shall be granted within any fiscal year of the Company a Grant of Restricted Stock Units under the Performance Based Plan, the grant or vesting of which is based on the attainment of Performance Targets, for more than 1,000,000 Restricted Stock Units. 11. INTERMEDIARY OPERATIONS Subject to Article 6.9, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted Stock Units. The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period (if any). 12. ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying the Restricted Stock Units granted under the Performance Based Plan may be adjusted in order to take into account said operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the beneficiaries of stock options as per Article L. 225-181 and L. 228-99 of the French commercial code. Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of Restricted Stock Units he or she benefited from, it being specified that the shares of the Company granted pursuant to this adjustment shall be governed by the Performance Based Plan. 13. AMENDMENT TO THE 2015 PERFORMANCE PLAN 13.1 Principle Appendix B-16 The Performance Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors (or its delegate). The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the Performance Based Plan made by the Board of Directors, or the written consent of the Beneficiary, if required. 13.2 Notice of the amendments The affected Beneficiaries shall be notified of an amendment to the Performance Based Plan, by any reasonable means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-mail. 14. TAX AND SOCIAL RULES The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with in relation to the grant of the Restricted Stock Units. 15. MISCELLANEOUS 15.1 Rights in relation to the capacity of employee No provisions of the Performance Based Plan shall be construed as granting to the Beneficiary a right to have his or her employment agreement with the Company or any of the companies of the Group maintained, or limiting the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions of the employment agreement of the Beneficiary. 15.2 Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Performance Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter. Appendix B-17 Nature of Grant. In accepting any Grant under the Performance Based Plan, the Beneficiary acknowledges that: (a) the Performance Based Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Performance Based Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units , even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Beneficiary’s participation in the Performance Based Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment relationship at any time with or without cause unless otherwise required under local law; (e) Beneficiary is voluntarily participating in the Performance Based Plan; (f) the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s employment contract, if any; (g) the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j) if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or decrease; (k) in consideration of the grant, no claim or entitlement to compensation or damages shall arise from termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary irrevocably releases the Company and the Employer from any Appendix B-18 such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Performance Based Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such claim; and (l) unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Performance Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be extended by any notice period mandated under the local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). 15.3 Applicable law - Jurisdiction The Performance Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its performance shall be decided by the competent courts of the French Republic. 15.4 Provisions Applicable to Beneficiaries Located outside of France The attached Appendix applies to Beneficiaries located outside of France at the time of a relevant taxable event. 16. DATA PRIVACY As part of the Performance Based Plan, the Company processes some personal data of the Beneficiary. For this processing, the Company acts as the controller of this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the meaning given to them pursuant to the Personal Data Regulation. The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the Performance Based Plan. Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information: the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could compromise the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. Appendix B-19 The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking and financial organizations, on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at the following address: dpo@criteo.com. In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. 17. ELECTRONIC DELIVERY The Company may, in its sole discretion, decide to deliver any documents related to the 2015 Performance-Based Restricted Stock Units Plan or future awards that may be granted under the 2015 Performance-Based Restricted Stock Units Plan by electronic means or to request Beneficiary’s consent to participate in the 2015 Performance-Based Restricted Stock Units Plan by electronic means. Beneficiary hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the 2015 Performance -Based Restricted Stock Units Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 18. SEVERABILITY The provisions of this Performance Based Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Appendix B-20 APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the 2015 Performance Based Restricted Stock Units Plan (the "Plan"). NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the Performance Based Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. The Company therefore strongly recommends that the Beneficiary not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock Units and/or sells any Ordinary Shares delivered pursuant to the award. GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of shares acquired pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for Tax-Related Items. Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount and further provided that any such withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the Appendix B-21 Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Beneficiary’s participation in the Plan or the Beneficiary’s vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as described in this section. For Tax Residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with federal and state securities laws. Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in this section to the Company. Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities. The intent of the parties is that payments and benefits under the Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan and the Grant Letters thereunder shall be interpreted and be administered to be in compliance therewith or exempt therefrom.In this regard, any payments or benefits (including vesting tranches) described in the Plan and the Grant Letters thereunder that are due within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from service with the Company for purposes of the Plan and no payment or benefit shall be due to the Beneficiary under the Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code.Notwithstanding anything to the contrary in the Plan and the Grant Letters thereunder, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status as a “specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Further notwithstanding anything to the contrary in the Plan, to the extent required under Section 409A of the Code to make payment of an award upon a Change in Control, the applicable transaction or event defined in Article 2 and described in Article 6.9 of the Plan must qualify as a “change in control event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it does not, then unless otherwise specified in the Appendix B-22 applicable Grant Letter, any Restricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6 of the Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later than 60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock Units are considered deferred compensation subject to Section 409A of the Code, any such Disability will be within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any Restricted Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.7 of the Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the date of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year of the Beneficiary’s death to the extent permitted by Section 409A of the Code. The Company makes no representation that any or all of the payments described in the Plan and the Grant Letters thereunder will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. The Company makes no representation as to the tax status of the Plan to the Beneficiary who should seek his or her own tax advice. For Israeli Tax Residents Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 ("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The designation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance. Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102 of the Appendix B-23 Ordinance. In the event the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102. With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant. Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the 102 Trustee. Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance. Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the Company and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards. Appendix B-24 Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an Approved Israeli Participant until all required tax payments have been fully made. Appendix B-25 Exhibit 1 Form of Grant Letter [Beneficiary Name and Address] [Date] Letter delivered by electronic delivery [Name of Beneficiary], We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on June 13, 2023, the board of directors of Criteo S.A. (the “Company”), during its meeting held on [ ] (the “Grant Date”), granted to you Restricted Stock Units of the Company, under the terms and conditions provided for in Articles L.225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and Restated 2015 Performance Based Restricted Stock Units (the “2015 Performance Plan”). Capitalized terms that are used but not defined herein shall have the meaning ascribed to such terms in the 2015 Performance Plan. The Board granted to you [ ] ordinary shares of the Company (the “Shares”), with a par value of EUR 0.025 each (the “Grant”). There is a period (the “Vesting Period”) at the end of which the Grant will become effective and final (i.e., the Shares will be delivered to you and be your property). The Shares may be acquired by you not earlier than [ ] unless you shall cease to be an employee or officer of the Criteo group for any reason whatsoever during the Vesting Period [(subject to the following paragraph)],and subject to the attainment of the following performance goals: [ ]. [In the event (i) you cease to be an employee or officer of the Criteo group more than one year after the Grant Date but prior to the First Vesting Date, and (ii) prior to the termination of your employment or term of office, any of the Performance Targets set forth above are fully satisfied, you shall acquire, on the First Vesting Date, only those Shares that correspond to the Performance Targets that were fully satisfied prior to the termination of your employment or term of office. All other Shares will be automatically forfeited.] In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of the request made by your beneficiaries in the framework of the inheritance. The request for the vesting of the Shares shall be made within six (6) months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. Neither the Performance-Based Plan nor this letter shall confer upon you any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Performance-Based Plan or this letter shall be construed to limit the discretion of the Company to terminate your continuous service at any time, with or without cause. Appendix B-26 By acknowledging this Grant, you hereby acknowledge and agree that any Grant pursuant to the 2015 Performance Plan shall be subject to any applicable Company clawback policy, as adopted by the Company from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. [To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with the requirements under Section 102 and any rules or regulations thereunder, including the execution of this Grant Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the requirements of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for the favorable tax treatment under the Capital Gains Route. The Company makes no representations or guarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. The Restricted Stock Units and the Ordinary Shares issued upon vesting and/or any additional rights, as detailed above, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted Stock Units (the “Additional Rights”) shall be issued to or controlled by the 102 Trustee for your benefit under the provisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from the 102 Trustee the Ordinary Shares or Additional Rights until the end of the 102 Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the 102 Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable laws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of the Group or the 102 Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in connection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in relation to the Restricted Stock units and the Ordinary Shares issued upon vesting, shall be borne by you. The 102 Trustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company or any member of the Group or the 102 Trustee. [Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a prospectus with respect to the Restricted Stock Units. If obtained copies of the Appendix B-27 Plan and Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon request from your local human resources department.] In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary Shares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with any information required for the purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge that the information might be shared with an administrator who is located outside of Israel, where the level of protection of personal data is different than in Israel.] The detailed terms of this Grant are described in the Performance Based Plan, a copy of which is attached hereto. The 2015 Performance Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units granted herein shall be subject to all terms and conditions of the Performance Based Plan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the provisions of the Performance Based Plan, the provisions of the Performance Based Plan shall govern. Thank you for accepting the Grant by clicking on the acceptance button directly in your Equate platform no later than 6 months from the date of notification by the Company of the availability online of the Grant documentation; the documents being deemed to be received on the date of the electronic delivery. Yours sincerely, CRITEO ![]() Appendix B-28 APPENDIX C Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() CRITEO 2016 STOCK OPTION PLAN ![]() Appendix Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() AMENDED 2016 STOCK OPTION PLAN ![]() Adopted by the Board on April 7, 2016 Approved by the Company’s combined shareholders’ general meeting of June 29, 2016 Amended from time to time. Last amendment by the Board: April 6, 2022 Appendix C-2 TABLE OF CONTENTS
Appendix C-3
Exhibit A – Sub-Plan for Israeli Beneficiaries Exhibit B – Stock Option Grant Agreement Part I – Notice of Stock Option Grant Part II – Terms and Conditions Appendix C-4 CRITEO AMENDED 2016 STOCK OPTION PLAN 1.Purpose of the Plan Pursuant to its decision, taken on April 7, 2016 as approved by the Company’s combined shareholders’ general meeting of June 29, 2016, the Board decided, in compliance with the provisions of articles L. 225−177 et. seq. of the French Commercial Code, to adopt the 2016 stock option plan of the Company (the “Criteo 2016 Stock Option Plan”), the terms and conditions of which, as amended by the Board from time to time, are set out below. The purpose of the Plan is to: †attract and retain the best available personnel for positions of substantial responsibility; †provide additional incentive to Beneficiaries; and †promote the success of the Company’s business. Options granted under the Plan to U.S. Beneficiaries are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax advantages. 2.Definitions (a)“Administrator” means the Board, which shall administer the Plan in accordance with Section 4 of the Plan. (b)“Affiliated Company” means an entity which conforms with the criteria set forth in article L. 225−180 of the French Commercial Code as follows: †entities of which at least ten per cent (10%) of the share capital or voting rights are held directly or indirectly by the Company; †entities which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and †entities of which at least fifty per cent (50%) of the share capital or voting rights are held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share capital or voting rights of the Company. (c)“Agreed Leave” means any leave of absence having received a prior approval from the Company or, in the case of a U.S. Beneficiary, requiring no prior approval under U.S. laws or, in the case of a U.K. Beneficiary, requiring no prior approval under applicable U.K. laws. Leaves of absence requiring prior approval from the Company shall include leaves of more than three (3) months for illness or conditions about which the employee has advance knowledge, military leave, and any other personal leave. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave of whatever duration, which shall also not terminate the employment relationship between the Beneficiary and the Company or any Affiliated Company. Notwithstanding the foregoing, for purposes of U.S. Beneficiaries and Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of an Agreed Leave is not so guaranteed, on the 91st day of such leave Appendix C-5 any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. (d)“Applicable Laws” means for the U.S., the legal requirements related to the administration of stock option plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America. (e)“Beneficiary” means the chairman of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy general managers (directeurs généraux délégués) or, as the case may be, the chairman and the members of the management board (président et membres du directoire) of the Company as well as any individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract or otherwise, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not) shall not be deemed to constitute an employment relationship. (f)“Board” means the board of directors of the Company. (g)“Change in Control” means (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. (h)“Code” means the United States Internal Revenue Code of 1986, as amended, including rules, regulations and guidance promulgated thereunder and successor provisions and rules and regulations thereto. (i)“Company” means CRITEO, a société anonyme organized under the laws of the Republic of France, having its registered office located at 32 rue Blanche, 75009 Paris, France and registered with the trade and companies registry under number 484 786 249 RCS Paris. (j)“Continuous Status as a Beneficiary” means as regards the chairman of the board of directors, the general manager, the deputy general manager(s) or, as the case may be, the chairman and the members of the management board, that the term of their office has not been terminated and, as regards an employee, that the employment relationship between the Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status as a Beneficiary shall not be considered terminated in the case of an (i) Agreed Leave or (ii) transfers between locations of the Company or between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. (k)“Date of Grant” means the date of the decision of the Board to grant the Options. (l)“Disability” means a disability declared further to a medical examination provided for in article R. 4624−21 of the French Labour Code or pursuant to any similar provision applicable to a foreign Affiliated Company or Beneficiary. (m)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. Appendix C-6 (n)“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholders Authorization: i.the Board may determine the subscription or purchase price of a share by reference to the closing sales price of one American Depositary Share representing one Share (“ADS”) on the Nasdaq Global Market for the day prior to the day of the decision of the Board to grant the Options, converted to Euros in the manner established by the Board. However, the purchase or subscription price shall in no case be less than ninety five percent (95%) of the average of the closing sales price for an ADS as quoted on said stock exchange market during the twenty market trading days prior to the Date of Grant; provided that, when an Option allows its holder to purchase Shares which have been previously purchased by the Company, then in addition to the minimum price stated above in this Section 2(n)(i) and in accordance with applicable law, the exercise price of such Option may not be less than eighty percent (80%) of the average price paid by the Company for the purchase of the treasury Shares. ii.for U.S. Beneficiaries, the subscription or purchase price shall not be less than the fair market value of the Shares on the Date of Grant, determined as follows (a) if the Shares, or ADSs representing the Shares, are listed or quoted for trading on an exchange, the value will be deemed to be the closing sales price of the Shares or ADSs, as applicable, on the principal exchange upon which such securities are traded or quoted on the day prior to the day of the decision of the Board to grant the Options, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares or ADSs representing the Shares are not listed or quoted for trading on an exchange, the fair market value of the Shares as determined by the Board, consistent with the requirements of Section 422 with respect to Incentive Stock Options, and Section 409A of the Code with respect to Options not intended to be Incentive Stock Options. Except as provided in Sections 11 and 12 of the Plan, the subscription or purchase price of Shares shall not be modified during the period in which the Option may be exercised. However, if the Company carries out any of the actions mentioned in article L. 225−181 of the French Commercial Code, it must take all necessary measures to protect Optionees’ interests in accordance with article L. 228−99 of the French Commercial Code. In the case of issuance of securities giving access to the share capital (valeurs mobilières donnant accès au capital), as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options. (o)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (p) “Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. (q)“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. (r)“Option” means an option to purchase or subscribe for Shares granted pursuant to the Plan. (s)“Optionee” means a Beneficiary who holds at least one outstanding Option. Appendix C-7 (t)“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (u)“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. (v)“Plan” means the Criteo 2016 Stock Option Plan as adopted by the Board on April 7, 2016 and approved by the Company’s combined shareholders’ general meeting of June 29, 2016, and amended from time to time by the Board, including on April 25, 2019, April 23, 2020, April 7, 2021 and April 6, 2022. (w)“Share” means one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. (x)“Share Capital” means the issued and paid up capital of the Company. (y)“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on June 29, 2016, as increased, amended or replaced from time to time by a further general meeting of the shareholders permitting the Board to grant Options. (z)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. (aa)“U.K. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the U.K. or otherwise subject to U.K. laws, regulations or taxation. (ab)“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 3.Shares Subject to the Plan a.Number of Shares Available for Grants. i.Subject to the provisions of Sections 11 and 12 of the Plan, the maximum aggregate number of Shares which may be optioned and issued under the Plan shall not exceed the number of shares remaining available for issuance under the Shareholders Authorization. Subject to the foregoing, for Incentive Stock Options, the maximum number of Shares which may be optioned and issued is equal to 4,600,000. The Shares optioned and issued under the Plan may be newly issued Shares, treasury Shares or Shares purchased on the open market. ii.Except as provided in Section 11(a), no Beneficiary shall be granted, within any fiscal year of the Company, Options in respect of more than 2,200,000 Shares. iii.Should the Option expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. iv.For avoidance of doubt, the following Shares shall be deemed delivered for purposes of the limits set forth in Section 3(a)(i) and shall not be available for future grants of Options under the Plan: (1) Shares delivered by an Optionee (by either actual delivery or by attestation) or withheld by the Company in payment of the subscription price or exercise price of an Option and/or any applicable tax withholding obligations relating to an Option; and (2) Shares purchased on the Appendix C-8 open market by the Company with the cash proceeds received from the exercise of Options. 4.Administration of the Plan a.General. The Plan shall be administered by the Administrator. b.Powers of the Administrator. Subject to the provisions of the French Commercial Code, the Shareholders Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: i.to determine the Fair Market Value of the Shares, in accordance with Section 2(n) of the Plan; ii.to determine the Beneficiaries to whom Options may be granted hereunder; iii.to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; iv.to approve or amend forms of Option Agreement for use under the Plan; v.to determine the terms and conditions of any Options granted hereunder, consistent with Plan terms. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the French Commercial Code; vi.to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; vii.to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub−plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; viii.to modify or amend each Option (subject to the provisions of Section 14(c) of the Plan), including, without limitation, the discretionary authority to accelerate the vesting of Options, to allow for Options to continue to vest after an Optionee’s termination of Continuous Status as a Beneficiary, or to extend the post−termination exercise period of Options after the termination of the employment agreement or the end of the term of office longer than is otherwise provided for in the Plan, but in no event beyond the original Option term; ix.to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; x.to determine the terms and restrictions applicable to Options; and Appendix C-9 xi.to make all other determinations deemed necessary or appropriate for administering the Plan. c.Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other concerned parties. 5.Limitations a.U.S. Beneficiaries. i.In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an Incentive Stock Option or as a Non−Statutory Stock Option.Incentive Stock Options may only be granted to Beneficiaries who meet the definition of “employees” under Section 3401(c) of the Code of the Company or a Parent or Subsidiary of the Company. ii.The aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the Company (or any Parent or Subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000. To the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options covering those Shares the Fair Market Value of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non−Statutory Stock Options. Incentive Stock Options shall be taken into account in the order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. iii.Non-Statutory Stock Options granted to U.S. Beneficiaries may only be granted to Beneficiaries in respect of whom the Company is an “eligible issuer of service recipient stock” and the Shares are “service recipient stock”, each within the meaning of Section 409A of the Code. b.The Options are governed by articles L. 225−177 and following of the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they constitute an element of the Optionee’s remuneration. Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to terminate such employment or such term of office at any time, with or without cause. c.Other than as expressly provided hereunder, no member of the Board or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 6.Term of Plan Subject to the approval of the shareholders of the Company in accordance with Section 18 of the Plan, the Plan shall be effective and Options may be granted as of June 29, 2016 (the “Effective Date”). The Plan has been adopted by the Board on April 7, 2016, and amended from time to time. It shall continue in effect until the tenth (10th) anniversary of the Effective Date or until all Shares subject to the Plan have been purchased according to the provisions of the Plan, unless terminated earlier Appendix C-10 under Section 14 of the Plan. Notwithstanding the foregoing, Incentive Stock Options may not be granted under the Plan after April 7, 2026. 7.Term of Options The term of each Option shall be stated in the Notice of Grant as nine years and six months from the Date of Grant, in accordance with the Shareholders Authorization, subject to the specific provisions applicable in the event of death or Disability during such nine year and six month period. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the French Commercial Code to receive Option grants, the term of the Option shall be no more than five (5) years from the Date of Grant. 8.Option Exercise Price and Consideration a.Subscription or Purchase Price. The per Share subscription or purchase price for the Shares to be issued or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. i.In the case of an Incentive Stock Option granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the French Commercial Code to receive Option grants, the per Share subscription or purchase price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Date of Grant as defined in Section 2(n)(ii); ii.In the case of a Non−Statutory Stock Option or Incentive Stock Option, not covered by Section 8(a)(i) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Date of Grant as defined in Section 2(n)(ii). b.Prohibition on Repricing. Subject to limitations imposed by Section 409A of the Code, Applicable Laws and the French Commercial Code and except as provided in Sections 11 and 12 of the Plan, in no event shall the subscription or purchase price with respect to an Option be reduced following the Date of Grant of an Option, nor shall an Option be cancelled in exchange for a replacement Option with a lower exercise price or cash payment without shareholder approval. c.Vesting Period, Minimum Vesting Period and Exercise Dates. i.At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period in the Company or an Affiliated Company. Any Option granted hereunder shall provide for a vesting period of at least one (1) year following the Date of Grant. ii.Notwithstanding anything set forth in Section 8(c)(i) to the contrary, Options representing a maximum of five percent (5%) of the Shares reserved for issuance under Section 3(a)(i) may be granted hereunder without any minimum vesting Appendix C-11 condition. Further, nothing in Section 8(c)(i) shall limit the Company’s ability to grant Options that contain rights to accelerated vesting on an Optionee’s termination of Continuous Status as a Beneficiary or to otherwise accelerate vesting, including, without limitation, upon a Change in Control. d.Form of Consideration. The consideration to be paid for the Shares to be issued or purchased upon exercise of Options, including the method of payment, shall be determined by the Administrator. Unless otherwise provided in the Option Agreement, such consideration shall consist entirely of an amount in Euro or U.S. dollars corresponding to the exercise price which shall be paid by wire transfer. To the extent permitted by the Administrator, payment of consideration for the Shares (and/or any applicable tax withholdings) may be made by instructing the Company to withhold a number of Shares having a Fair Market Value equal to the product of (1)the subscription or exercise price per Share (plus tax withholdings, if applicable) multiplied by (2)the number of Shares in respect of which the Option shall have been exercised. In the event that, as a consequence of the exercise of an Option, the Company or any Affiliated Company shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Optionee, the Option shall not be deemed duly exercised until the Optionee has paid to the Company or to the relevant Affiliated Company the amount corresponding to such taxes, social costs, or social security taxes or contributions. Where the Company (or any Affiliated Company) is required, as a result of the exercise of an Option, to pay or account for any amount of U.K. tax or U.K. class 1 primary national insurance contributions, it shall be a condition of exercise of the relevant Option that the relevant Beneficiary shall, at the time of exercise, have remitted to the Company in cleared funds an amount equal to the liability to pay U.K. income tax or U.K. class 1 primary national insurance contributions or have entered into such other arrangements with the Company or the relevant Affiliated Company to discharge such liability as the Company may in its absolute discretion approve. As a condition of grant of an Option hereunder, each Beneficiary agrees to pay to the Company or any Affiliated Company an amount equal to the Company or the Affiliated Company’s liability to pay class 1 secondary national insurance contributions arising on the exercise of an Option, and the Beneficiary shall be required to pay such amount on the exercise of the Option (failing which any purported exercise of the Option shall be invalid). 9.Exercise of Options a.Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Unless otherwise provided in an Option Agreement, the number of Shares in respect of which an Option can be exercised pursuant to an Option will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Shares pursuant to the exercise of an Option in an amount that exceeds the total number of Shares granted under the Option. Subject to the provisions of Section 8(d) of the Plan, an Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised in accordance with Section 8(d) of the Plan. Appendix C-12 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. For the avoidance of doubt, an Option shall not entitle an Optionee to receive any dividends paid prior to the date of exercise of such Option and in no event shall dividend equivalents be payable with respect to Options. In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the number of Shares as to which the Option may be exercised. b.Optionee’s Continuous Status as a Beneficiary in the event of an Agreed Leave of More Than Three Months. Unless otherwise required by Applicable Laws, in the event an Optionee is on an Agreed Leave for more than three (3) months, such Optionee’s Options shall (a) stop vesting on the first day of the calendar quarter immediately following the calendar quarter during which the Agreed Leave began and (b) resume vesting on the first day of the calendar quarter immediately following the calendar quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the vesting period for such Optionee’s Options shall be extended in accordance with this Section 9(b). c.Termination of the Optionee’s Continuous Status as Beneficiary. Upon termination of an Optionee’s Continuous Status as a Beneficiary (including by reason of the Beneficiary's employer ceasing to be an Affiliated Company), other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options only within such period of time as is specified in the Notice of Grant and only for the part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice of Grant or otherwise resolved by the Board, an Option shall remain exercisable for ninety (90) days following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an Incentive Stock Option, such a period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary (other than in the case of the Optionee’s death or disability as defined in Section 22(e)(3) of the Code) or the Option will be treated as a Non−Statutory Stock Option. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. d.Disability of Optionee. In the event that an Optionee’s Continuous Status as a Beneficiary terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein or otherwise resolved by the Board, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. e.Death of Optionee. Appendix C-13 In the event of the death of an Optionee during the term of the Options, unless otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. 10.Non-Transferability of Options An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 11.Adjustments Upon Changes in Capitalization, Dissolution a.Changes in Capitalization. i.In the event of the carrying out by the Company of any of the financial operations pursuant to article L. 225−181 of the French Commercial Code as follows: 1.amortization or reduction of the share capital, 2.amendment of the allocation of profits, 3.distribution of free shares, 4.capitalization of reserves, profits, issuance premiums, 5.the issuance of shares or securities giving right to shares to be subscribed for in cash or by set−off of existing indebtedness offered exclusively to the shareholders; the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228−99 of the French Commercial Code. ii.Without prejudice to Section 11(a)(i) or Section 12, in the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a split-up, or other distribution of stock or property of the Company, any reorganization or any partial or complete liquidation of the Company, the Board shall make such adjustment in the number and class of Shares which may be delivered under Section 3, in the exercise or purchase price per share under any outstanding Option in order to prevent dilution or enlargement of Beneficiaries' rights under the Plan, and in the Option limits set forth in Section 3 as it determines to be appropriate and equitable, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Option shall always be a whole number; provided, further, that no such adjustment shall cause any Option hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of such section. b.Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date determined by the Administrator and give each Appendix C-14 Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 12.Change in Control a.Assumption or Substitution of Options. i.Unless otherwise provided by the Board, an agreement between the Company or an Affiliated Company and the Optionee or in the Notice of Grant, in the event of a Change in Control, each outstanding Option will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. ii.For the purposes of this subsection, an Option will be considered assumed if, (A) following the Change in Control, the Option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the Fair Market Value of the consideration received in the Change in Control by holders of Shares for each such Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide that the consideration to be received upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of common stock of the Company in the Change in Control; (B) any securities of the successor corporation or its Parent forming part of the substitute Option following the Change in Control are freely tradeable on a major stock exchange; and (C) the Option otherwise remains subject to the same terms and conditions that were applicable to the Option immediately prior to the Change in Control. b.Cashout of Options. Notwithstanding any provision of the Plan to the contrary, in the event that each outstanding Option is not assumed or substituted in connection with a Change in Control, the Administrator may, in its discretion, provide that each Option shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (x) the excess (if any) of the consideration paid per Share in the Change in Control over the exercise or purchase price per Share subject to the Option multiplied by (y) the number of Shares granted under the Option. Without limiting the generality of the foregoing, in the event that the exercise or purchase price per Share subject to the Option is greater than or equal to the consideration paid per Share in the Change in Control, then the Administrator may, in its discretion, cancel such Option without any consideration upon the occurrence of a Change in Control. Appendix C-15 c.Plan Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation resulting from a Change in Control. 13.Grant (a)The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. (b)In the event of any tax liability arising on account of the grant of the Options or as a result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such taxes shall be that of the Optionee alone. The Optionee shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Optionee. 14.Amendment, Modification and Termination of the Plan a.Amendment and Termination. Subject to Sections 14(b) and 14(c), the Administrator may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part. b.Shareholders’ approval. The Company shall obtain shareholders’ approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the Applicable Law. c.Effect of amendment or termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless (i) mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company or (ii) necessary or appropriate to comply with or facilitate compliance with Applicable Laws or other rules, regulations or requirements, as determined by the Administrator. 15.Compliance with Company Policies a.Clawback Policy. Options granted under the Plan, including any gain received upon exercise, shall be subject to any applicable clawback policy of the Company, as adopted by the Company from time to time, as well as to any clawback required by any Applicable Laws. b.Share Ownership Guidelines. Any Shares acquired upon exercise of an Option may need to be retained by the Optionee in order to comply with the Company’s Share Ownership Guidelines, to the extent applicable to the Optionee. Appendix C-16 16.COMPLIANCE WITH LAWS AND CONDITIONS UPON ISSUANCE OF SHARES a.Legal Compliance. Shares shall not be sold or issued pursuant to the exercise of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws, the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, the laws of any applicable jurisdiction in which Options are granted and any other French, U.S. or other laws applicable to the Options. b.Investment Representations. As a condition to the exercise of an Option by a U.S. Beneficiary, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 17.Liability of Company (1)Without limiting the provisions of Section 16 above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, and shall constitute circumstances in which the Board may determine to amend or cancel the Option, with or without consideration to the affected Beneficiary. (2)The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies was not able to exercise the Options or acquire the Shares. 18.Shareholder Approval The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under the French Commercial Code and Applicable Laws. 19.Law, Jurisdiction This Plan shall be governed by and construed in accordance with the laws of France. The relevant courts in the location of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith. The grant of Options under this Plan shall entitle the Company to require the Optionee to comply with such requirements of law as may be necessary in the opinion of the Company from time to time. Appendix C-17 Exhibit A CRITEO AMENDED 2016 STOCK OPTION PLAN
1. GENERAL 1.1 This sub-plan (the “Sub-Plan”) shall apply only to Beneficiaries who are tax residents of the State of Israel on the date of the grant of the Option, as defined below in Section 2, and are engaged by an Israeli resident Affiliate (collectively, “Israeli Beneficiaries”). The provisions specified hereunder shall form an integral part of the Criteo Amended 2016 Stock Option Plan (hereinafter the “Plan”). 1.2 This Sub-Plan is adopted pursuant to the authority of the Committee under Section 4(b)(vii) of the Plan. This Sub-Plan is to be read as a continuation of the Plan and applies to Options granted to Israeli Beneficiaries only to the extent necessary to comply with the requirements set by Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. This Sub-Plan does not add to or modify the Plan in respect of any other category of Beneficiaries. 1.3 The Plan and this Sub-Plan are complimentary to each other and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions set out in the Sub-Plan shall prevail to the extent necessary to comply with the requirements set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. 1.4 Any capitalized term not specifically defined in this Sub-Plan shall be construed according to the interpretation given to it in the Plan. 2. DEFINITIONS 2.1 “102 Option” means any Option intended to qualify (as determined by the Committee and/or the Israeli Option Agreement) and which qualifies as an Option under Section 102, issued to an Approved Israeli Beneficiary. 2.2 “Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Shares are then traded or listed. 2.3 “Approved Israeli Beneficiary” means an Israeli Beneficiary who is an employee, director or an officer of an Employer, excluding any Controlling Share Holder of the Company. 2.4 “Option” means any Option granted under the Plan settled in Shares and which will not be capable of being settled in cash. 2.5 “Capital Gain Option” means a Trustee 102 Option elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3) of the Ordinance. 2.6 “Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance. Appendix C-18 2.7 “Employer” means, for purpose of a Trustee 102 Option, an Israeli resident Affiliate of the Company which is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance. 2.8 “ITA” means the Israeli Tax Authority. 2.9 “Israeli Option Agreement” means the Option agreement between the Company and an Israeli Beneficiary that sets out the terms and conditions of an Option. 2.10 “Non-Trustee 102 Option” means a 102 Option granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee. 2.11 “Ordinary Income Option” means a Trustee 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance. 2.12 “Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or as hereafter amended. 2.13 “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003. 2.14 “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended. 2.15 “Tax” means any applicable tax and other compulsory payments, such as any social security and health tax contributions under any Applicable Law. 2.16 “Trust Agreement” means the agreement to be signed between the Company, an Employer and the Trustee for the purposes of Section 102. 2.17 “Trustee” means any person or entity appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced from time to time. 2.18 “Trustee 102 Option” means a 102 Option granted to an Approved Israeli Beneficiary pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Beneficiary. 2.19 “Unapproved Israeli Beneficiary”means an Israeli Beneficiary who is not an Approved Israeli Beneficiary, including a Consultant or a Controlling Share Holder of the Company. 3. ISSUANCE OF OPTIONS 3.1 The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Approved Israeli Beneficiaries and Unapproved Israeli Beneficiaries, provided, however, that only Approved Israeli Beneficiaries may be granted 102 Options. 3.2 The Committee may designate Options granted to Approved Israeli Beneficiaries pursuant to Section 102 as Trustee 102 Options or Non-Trustee 102 Options. 3.3 The grant of Trustee 102 Options shall be subject to this Sub-Plan and shall not become effective prior to the lapse of 30 days from the date the Plan has been submitted for approval by the ITA and shall be conditioned upon the approval of the Plan and this Sub-Plan by the ITA. 3.4 Trustee 102 Options may either be classified as Capital Gain Options or Ordinary Income Options. Appendix C-19 3.5 No Trustee 102 Option may be granted under this Sub-Plan to any Approved Israeli Beneficiary, unless and until the Company has filed with the ITA its election regarding the type of Trustee 102 Options, whether Capital Gain Options or Ordinary Income Options, that will be granted under the Plan and this Sub-Plan (the “Election”). Such Election shall become effective beginning the first date of grant of a Trustee 102 Option under this Sub-Plan and shall remain in effect at least until the end of the year following the year during which the Company first granted Trustee 102 Options. The Election shall obligate the Company to grant only the type of Trustee 102 Option it has elected, and shall apply to all Israeli Beneficiaries who are granted Trustee 102 Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting Non-Trustee 102 Options simultaneously. 3.6 All Trustee 102 Options must be held in trust by, or subject to the approval of the ITA, under the control or supervision of a Trustee, as described in Section 5 below. 3.7 The designation of Non-Trustee 102 Options and Trustee 102 Options shall be subject to the terms and conditions set forth in Section 102. 3.8 Options granted to Unapproved Israeli Beneficiaries shall be subject to tax according to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein. 4. 102 OPTION GRANT DATE Each 102 Option will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that and subject to (i) the Israeli Beneficiary has signed all documents required by the Company or Applicable Law, and (ii) with respect to any Trustee 102 Option, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the Option will be considered as granted on the date determined by the Committee as a Non-Trustee Option. 5. TRUSTEE 5.1 Trustee 102 Options which shall be granted under this Sub-Plan and/or any Shares allocated or issued upon the grant, exercise of a Trustee 102 Option and/or other Shares received following any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Beneficiaries, in accordance with the provisions of Section 102. In the event the requirements for Trustee 102 Options are not met, the Trustee 102 Options may be regarded as Non-Trustee 102 Options or as Options which are not subject to Section 102, all in accordance with the provisions of Section 102. 5.2 With respect to any Trustee 102 Option, subject to the provisions of Section 102, an Approved Israeli Beneficiary shall not sell or release from trust any Shares received upon the grant or exercise of a Trustee 102 Option and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Beneficiary. 5.3 Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares allocated or issued upon the grant or exercise of a Trustee 102 Option unless the Company, its Israeli Affiliate and the Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. 5.4 Upon receipt of any Trustee 102 Option, the Approved Israeli Beneficiary will consent to the grant of such Option under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the Trustee. Appendix C-20 6. THE OPTIONS The terms and conditions upon which Options shall be granted, issued and exercised or vested under this Sub-Plan, shall be specified in an Israeli Option Agreement to be executed pursuant to the Plan and to this Sub-Plan. Each Israeli Option Agreement shall provide, inter alia, the number of Shares to which the Option relates, the type of Option granted thereunder (i.e., a Capital Gain Options or Ordinary Income Options or Non-Trustee 102 Option or any Option granted to Unapproved Israeli Beneficiary), and any applicable vesting provisions and exercise price that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for uniformity of treatment of Israeli Beneficiaries and that the terms and conditions of Options granted to Israeli Beneficiaries need not be the same with respect to each Israeli Beneficiary (whether or not such Israeli Beneficiaries are similarly situated). The grant, vesting and exercise of Options granted to Israeli Beneficiaries shall be subject to the terms and conditions and, with respect to exercise, the method, as may be determined by the Committee (including the provisions of the Plan) and, when applicable, by the Trustee, in accordance with the requirements of Section 102. 7. ASSIGNABILITY, DESIGNATION AND SALE OF OPTIONS 7.1. Notwithstanding any provision of the Plan, no Option subject to this Sub-Plan or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such Option shall be given to any third party whatsoever, and during the lifetime of the Israeli Beneficiary, each and all of such Israeli Beneficiary’s rights with respect to an Option shall belong only to the Israeli Beneficiary. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. 7.2 As long as Options and/or Shares issued or purchased hereunder are held by the Trustee on behalf of the Israeli Beneficiary, all rights of the Israeli Beneficiary over the Option and Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. 8. INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL 8.1. With regard to Trustee 102 Options, the provisions of the Plan, the Sub-Plan and/or the Israeli Option Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the said provisions shall be deemed an integral part of the Plan, the Sub-Plan and the Israeli Option Agreement. 8.2. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to an Option pursuant to Section 102, which is not expressly specified in the Plan, the Sub-Plan or the Israeli Option Agreement, shall be considered binding upon the Company, any Israeli Affiliate and the Israeli Beneficiaries. Furthermore, if any provision of the Plan or Sub-Plan disqualifies Options that are intended to qualify as 102 Options from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the 102 Options. 9. TAX CONSEQUENCES 9.1 Any tax consequences arising from the grant, purchase, exercise or sale of any Option issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Beneficiary), hereunder, shall be borne solely by the Israeli Beneficiary. The Company and/or its Affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Beneficiary agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Beneficiary. 9.2 The Company and/or, when applicable, the Trustee shall not be required to release any Option or Shares to an Israeli Beneficiary until all required Tax payments have been fully made. 9.3 Options that do not comply with the requirements of Section 102 shall be subject to tax under Section 3(i) or 2 of the Ordinance. Appendix C-21 9.4 With respect to Non-Trustee 102 Options, if the Israeli Beneficiary ceases to be employed by the Company or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the Israeli Beneficiary shall extend to the Company and/or its Affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares, in accordance with the provisions of Section 102. 10. TERM OF PLAN AND SUB-PLAN Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all approvals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to comply with any Applicable Law, applicable to Options granted to Israeli Beneficiaries under this Sub-Plan or with the Company's incorporation documents. 12. GOVERNING LAW Solely for the purpose of determining the Israeli tax treatment of Options granted pursuant to this Sub-Plan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of law principles. * * * * * Appendix C-22 Exhibit B CRITEO STOCK OPTION GRANT AGREEMENT Part I TABLE OF CONTENTS
Appendix On July 30, 2015, the Board of Directors adopted the Original 2015 Time-Based Restricted Stock Units Plan, stating the conditions and criteria for the Grant of Restricted Stock The Original 2015 Time-Based Restricted Stock Units Plan was subsequently approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company which also granted authority to the Board of Directors to grant Restricted Stock Units under the Original 2015 Time-Based Restricted Stock Units Plan. On February 25, 2016 the Board of Directors adopted this amended and restated version of the Original 2015 Time-Based Restricted Stock Units Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28, 2016, on July 28, 2016, on June 27, 2017, on April 4, 2018, on April 25, 2019, on April 23, 2020, on April 7, 2021, Under the Time-Based Plan, the following terms and expressions starting with a capital letter shall have the following meaning and may be used indifferently in the singular or in the plural form:
Appendix A-4
Appendix A-5
Appendix A-6 The Time-Based Plan sets forth the conditions and criteria for the Grant of Restricted Stock Units under the Time-Based Plan, pursuant to Articles L.225-197-1 et seq. of the French Commercial Code and to the authorization granted by the shareholders’ meeting of the Company dated October 23, 2015. The purposes of the Time-Based Plan are: Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, the Board of Directors of the Company will approve the list of Beneficiaries among employees and corporate officers (who meet the conditions set forth by Article L.225-197-1II of the French Commercial Code) of the Group, together with the indication of the number of Restricted Stock Units granted to each of them. The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made available to the Beneficiary together with a copy of the Time-Based Plan, indicating the number of Restricted Stock Units granted to the Beneficiary, the Vesting Period and the Holding Period, if any. The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the Time-Based Plan by accepting online his or her documentation by means of the tool made available by the Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the Company) from the date of notification by the Company of the availability on line of the Grant documentation, the documents being deemed to be received on the date of the electronic delivery. 6.1.Principle (a) The Restricted Stock Units granted under the Time-Based Plan shall vest in the Beneficiaries at the end of the Vesting Period, subject to the continued Presence of the Beneficiary during the Vesting Period, in the absence of which he or she will not be entitled to acquire the shares underlying the Restricted Stock Units on the date when this condition is no longer met, except as set forth in Article 6.1(b). Unless otherwise decided by the Board, should the Beneficiary be at the same time an employee and an officer of the same company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the Restricted Stock Units granted under the Time-Based Plan at the end of the Vesting Period. Appendix A-7 Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the Ordinary Shares. (b) Unless otherwise determined by the Board of Directors at the time of the Grant and except with respect to any Beneficiary who is taxable on his/her Company employment income in one of the countries listed in Exhibit 1 at the time of the Grant (for whom this Article 6.1(b) shall not apply), if the Beneficiary ceases to be an employee or officer of the Group after the one-year anniversary of the Grant Date but prior to (i) the Vesting Date or (ii) in the case of a Grant that vests in tranches, the vesting date of the first tranche of the Grant (such date in either (i) or (ii), the "First Vesting Date”), then the Beneficiary shall definitively secure, on the First Vesting Date, the delivery of a number of Restricted Stock Units that is equal to the pro rata portion (measured by the ratio of the (A) total number of fully expired quarters elapsed from the Grant Date of the relevant Restricted Stock Units (included) to the date when the Beneficiary ceases to be an employee or officer of the Group (excluded) to (B) the total number of quarters between the Grant Date included and the First Vesting Date (included)) of the number of Restricted Stock Units that the Beneficiary would have definitively secured and vested in on the First Vesting Date, had the continued Presence condition set forth in Article 6.1(a) been satisfied on such date (rounded to the nearest whole number). For instance: For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than one year after the Grant Date. In the event of a Beneficiary who after the Grant Date and before the First Vesting Date would be relocated from a country not listed in the Exhibit 1 where he/she was taxable on his/her employment income to a country listed in the Exhibit 1and who, before the time of the First Vesting Date, becomes taxable on his/her employment income in a country listed in the Exhibit 1, the provision of this Article 6.1 (b) shall be terminated; provided, however, that Restricted Stock Units that have become Secured Restricted Stock Units prior to the relocation to a country listed in Exhibit 1 shall remain secured and the underlying shares will be delivered upon the Vesting Date. (c) In addition to any other powers set forth in the Time-Based Plan and subject to the provisions of the Time-Based Plan, the Board of Directors shall have the full and final power and authority, in its Appendix A-8 discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant thereto. Further, the Board of Directors shall have the full and final power and authority, in its discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled, forfeited, exchanged, or surrendered. Notwithstanding Articles 6.5, 6.6 and 6.7 of the Time-Based Plan, the Board of Directors shall not accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with respect to a Grant under the Time-Based Plan solely based on a Change in Control. 6.2Compliance with Company Policies 6.3Internal mobility In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the termination of the initial employment agreement and the entering into of a new employment agreement or of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of a new position of officer or the entering into of a new employment agreement in one of such companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period. 6.4Agreed Leave of Absence Exceeding Three Months In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.4. 6.5Disability In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Disability. Appendix A-9 6.6Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest at the date of the request for vesting duly made by his or her beneficiaries in the framework of the inheritance. The request for vesting of the Restricted Stock Units shall be made within six months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. 6.7Retirement In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of Restricted Stock Units that may vest pursuant to Article 6.1(b) upon the retirement of such Beneficiary, the Board of Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for all or part of the Restricted Stock Units prior to the date of such retirement. 6.8Change in Control i.Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the Grant Date is at least one year prior to the consummation of the Change in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse and the Restricted Stock Units shall be deemed fully vested prior to the consummation of the Change in Control. Any Grant for which the Grant Date is less than one year prior to the consummation of the Change in Control shall either be assumed or substituted for in accordance with Article 6.8(a)(ii) or cancelled in accordance with Article 6.8(a)(iii) below. ii.For the purposes of this Article 6.8, a Grant will be considered assumed or substituted if, (A) following the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each such share held on the effective date of the transaction; provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Restricted Stock Unit shall be solely common stock of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in Control; (B) Appendix A-10 any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. iii.Notwithstanding any other provision of the Time-Based Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal Revenue Code, the Board of Directors may, in its discretion, provide that each Grant shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in Control multiplied by (ii) the number of Restricted Stock Units granted under the Grant. The Board of Directors shall not be required to treat all Grants similarly for purposes of this Article 6.8(a). Payment of amounts under this Article 6.8(a) shall be made in such form, on such terms and subject to such conditions as the Board of Directors determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company's shareholders in connection with the Change in Control and may, in the Board of Directors’ discretion, include subjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting such payments to escrow or holdback provisions comparable to those imposed upon the Company's shareholders in connection with the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. 6.9 Compliance with laws and liability of the Company. Appendix A-11 and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. 7.1Principle However, the Ordinary Shares underlying the Restricted Stock Unit shall not be transferable during the Holding Period (if any) and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into the bearer form. At the end of the Holding Period, if any, the Ordinary Shares underlying the Restricted Stock Unit granted under the Time-Based Plan may not be transferred (i) if a "black-out” period is in effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the Company’s shares are listed at such time. 7.2Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock Unit delivered to the Beneficiaries referred to in Article The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units that shall be, at the Company’s choice, new shares to be issued by the Company or existing shares acquired by the Company. As from the Vesting Date, the Ordinary Shares delivered pursuant to the Restricted Stock Units shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same rights as from the Vesting Date. Restricted Stock Units that do not vest do not give right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date. IX.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the Restricted Stock Units vested under the Time-Based Plan, provided that the conditions and criteria for such vesting provided by Articles5 and 6 above are met. However, Ordinary Shares may not be delivered in fractional shares. Unless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant. If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares shall be completed the first Working Day following the end of the Vesting Period. The Ordinary Shares underlying the Restricted Stock Units that may be vested under the Time-Based Plan will be held, during the Holding Period, if any, in nominative form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at In the event that, as a consequence of the Grant of Restricted Stock Units under the Time-Based Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Ordinary Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions. 10.1 Shares Available. Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the Time-Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Unit granted in connection with the Time-Based Plan (i.e., grants other than options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with such Grant. Ordinary Shares subject to the Time-Based Plan shall consist of authorized but unissued shares, as well as existing shares of the Company. In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the Ordinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the Time-Based Plan is still in force, again be available for future Grant pursuant to the Time-Based Plan or the 2015 Performance Based Plan. Notwithstanding any Appendix A-13 provision of the Time-Based Plan or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Time-Based Plan. Subject to Article 6.8, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted Stock Units. The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period, if any. XII.ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Restricted Stock Units granted under the Time-Based Plan may be adjusted in order to take into account said operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the beneficiaries of stock options as per Article L. 225-181 and Article L. 228-99 of the French commercial code. Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of Restricted Stock Units he or she benefited from, it being specified that the Restricted Stock Units of the Company granted pursuant to this adjustment shall be governed by the Time-Based Plan. 13.1 Principle The Time-Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors (or its delegate). The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the Time-Based Plan made by the Board of Directors, or the written consent of the Beneficiary, if required. 13.2 Notice of the amendments Appendix A-14 The affected Beneficiaries shall be notified of an amendment to the Time-Based Plan, by any reasonable means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-mail. The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with in relation to the grant of the Restricted Stock Units. 15.1 Rights in relation to the capacity of employee No provisions of the Time-Based Plan shall be construed as granting to the Beneficiary a right to have his or her employment agreement with the Company or any of the companies of the Group maintained, or limiting the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions of the employment agreement of the Beneficiary. 15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans.The fact that a person may benefit from the Time-Based Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter. Nature of (a) the Time-Based Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Time-Based Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Beneficiary’s participation in the Time-Based Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment relationship at any time with or without cause unless otherwise required under local law; (e) Beneficiary is voluntarily participating in the Time-Based Plan; Appendix (f) the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s employment contract, if any; (g) the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j) if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or decrease; (k) in consideration of the grant, no claim or entitlement to compensation or damages shall arise from termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Time-Based Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such claim; and (l) unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Time-Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be extended by any notice period mandated under the local law (e.g., active employment would not include a period of "garden leave” or similar period pursuant to local law). 15.3Applicable law - Jurisdiction The Time-Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its performance shall be decided by the competent courts of the French Republic. 15.4Provisions Applicable to Beneficiaries Located outside of France The attached Appendix applies to Beneficiaries located outside of France at the time of the relevant taxable event. XVI.DATA PRIVACY As part of the 2015 Time-Based Plan, the Company processes some personal data of the Beneficiary. For this processing, the Company acts as the controller of this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the meaning given to them pursuant to the Personal Data Regulation. The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the 2015 Time-Based Plan. Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information: the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could compromise the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking and financial organizations on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. The Company may, in its sole discretion, decide to deliver any documents related to the Time-Based Plan or future awards that may be granted under the Time-Based Plan by electronic means or to request Beneficiary’s consent to participate in the Time-Based Plan by electronic means. Beneficiary hereby consents to receive such documents by electronic delivery and, if requested, to agree to Appendix A-17 participate in the Time-Based Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. The provisions of this Time-Based Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Appendix APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Time-Based Plan. NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the Time-Based Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the "Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items”), the Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of Ordinary Shares underlying Restricted Stock Units delivered pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for Tax-Related Items. Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, and with respect to any individual who is determined by Criteo to be an "officer” as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), or an "executive officer” as defined by Rule 3b-7 promulgated under the Exchange Act, the Company may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount, and further provided that any such Appendix A-19 withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Beneficiary’s participation in the Time-Based Plan or the Beneficiary’s Vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as described in this section. For tax residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with federal and state securities laws. Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in this section to the Company. Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities. The intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be interpreted and be administered to be in compliance therewith or exempt therefrom.In this regard, any payments or benefits (including vesting tranches) described in the Time-Based Plan and the Grant Letters thereunder that are due within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from service with the Company for purposes of this the Time-Based Plan and no payment or benefit shall be due to the Beneficiary under the Time-Based Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary would be considered to have incurred a "separation from service” from the Company within the meaning of Section 409A of the Code. Appendix A-20 within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it does not, then unless otherwise specified in the applicable Grant Letter, any Restricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. The Company makes no representation as to the tax status of the Time-Based Plan to the Beneficiary who should seek his or her own tax advice.
Appendix A-3 I.IMPLEMENTATION OF THE TIME-BASED RESTRICTED STOCK UNITS PLAN On July 30, 2015, the Board of Directors adopted the Original 2015 Time-Based Restricted Stock Units Plan, stating the conditions and criteria for the Grant of Restricted Stock Units The Original 2015 Time-Based Restricted Stock Units Plan was subsequently approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company which also granted authority to the II.DEFINITIONS Under the Time-Based Plan, the following terms and expressions starting with a capital letter shall have the following meaning and may be used indifferently in the singular or in the plural form:
Appendix A-4
Appendix A-5
Appendix A-6 III.PURPOSE The Time-Based Plan sets forth the conditions The purposes of the *to attract and retain the best available personnel for positions of substantial responsibility; *to provide additional incentive to Beneficiaries; and *to promote the success of the Company's business. IV.BENEFICIARIES: ELIGIBLE EMPLOYEES Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, the Board of Directors of the Company will approve the list of Beneficiaries among employees and corporate officers (who meet the conditions V.NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS The notice of the The Beneficiary shall VI.VESTING PERIOD 6.1.Principle (a) The Restricted Stock Units granted under the Time-Based Plan shall vest in the Unless otherwise decided by the Board, should the Beneficiary be at the same time an employee and an officer of the same company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the Restricted Stock Units granted under the Time-Based Plan at the end of the Vesting Period. Appendix A-7 Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the *if the Beneficiary ceases to be an employee or officer of the Group *if the Beneficiary ceases to be an employee or officer of the Group the day following the first anniversary plus three months of the Grant Date and 50% of such Restricted Stock Units vest upon the second anniversary thereof, he shall vest on such second anniversary date in 31.25% (i.e., 5/8 * 50%) of his Restricted Stock Units, with the balance being automatically forfeited. For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than one year after the Grant Date. In the event of Appendix A-8 discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant thereto. Further, the Board of Directors shall have the full and final power and authority, in its discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled, forfeited, exchanged, or Notwithstanding Articles 6.5, 6.6 and 6.7 of the Time-Based Plan, the Board of Directors shall not accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be 6.2Compliance with Company Policies (1)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and agreement by the well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. 6.3Internal mobility In the event of 6.4Agreed Leave of Absence Exceeding Three Months In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.4. 6.5Disability In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Disability. Appendix A-9 6.6Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest at the date of the request for vesting duly made by his or her beneficiaries in the framework of the inheritance. The request for vesting of the Restricted Stock Units shall be made within six months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. 6.7Retirement In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of Restricted Stock Units that may vest pursuant to Article 6.1(b) upon the retirement of such Beneficiary, the Board of Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for all or part of the Restricted Stock Units prior to the date of such retirement. 6.8Change in Control (1)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the Beneficiary or in the applicable Grant Letter, in the event of a Change in Control: i.Where the successor corporation or parent or subsidiary of the successor corporation does not ii.For the purposes of this Article 6.8, a Grant will be considered assumed or substituted if, (A) following the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each such share held on the effective date of the transaction; provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Restricted Stock Unit shall be solely common stock of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in Control; (B) Appendix A-10 any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. iii.Notwithstanding any other provision of the Time-Based Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section (2)The obligations of the Company under the Time-Based Plan shall be binding upon any successor corporation or organization resulting from the Change in Control. 6.9 Compliance with laws and liability of the Company. (1)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and any other French, U.S. or other laws applicable to the Restricted Stock Units. (2)Without limiting the provisions of Article 6.9(a) above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, Appendix A-11 and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. (3)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its affiliated companies was not able to acquire the shares. VII.HOLDING PERIOD 7.1Principle (1)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares underlying the Restricted Stock Units granted under the Time-Based Plan and will be shareholders of the Company. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of the Company. However, the Ordinary Shares underlying the Restricted Stock Unit shall not be transferable during the Holding Period (if any) and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into the bearer form. (2)At the end of the Holding Period (if any), the Ordinary Shares underlying the Restricted Stock Unit will be fully transferable, subject to the provisions of the following paragraph. At the end of the Holding Period, if any, the Ordinary Shares underlying the Restricted Stock Unit granted under the Time-Based Plan may not be transferred (i) if a "black-out” period is in effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the Company’s shares are listed at such time. 7.2Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock Unit delivered to the Beneficiaries referred to in Article6.5 above or to the beneficiaries of the deceased Beneficiary referred to in Article6.6 above may be freely transferred as from the date of their vesting. VIII.CHARACTERISTICS OF THE ORDINARY SHARES The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units that shall be, at the Company’s choice, new shares to be issued by the Company or existing shares acquired by the Company. As from the Vesting Date, the Ordinary Shares delivered pursuant to the Restricted Stock Units shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same rights as from the Vesting Date. Restricted Stock Units that do not vest do not give right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date. Appendix A-12 IX.DELIVERY AND HOLDING OF THE RESTRICTED STOCK UNITS At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the Restricted Stock Units vested under the Time-Based Plan, provided that the conditions and criteria for such vesting provided by Articles5 and 6 above are met. However, Ordinary Shares may not be delivered in fractional shares. Unless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant. If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares shall be completed the first Working Day following the end of the Vesting Period. The Ordinary Shares underlying the Restricted Stock Units that may be vested under the Time-Based Plan will be held, during the Holding Period, if any, in nominative form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of Article 7.1(b) above are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no Holding Period), the Ordinary Shares underlying the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with. In the event that, as a consequence of the Grant of Restricted Stock Units under the Time-Based Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Ordinary Shares on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions. X.SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS 10.1 Shares Available. Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the Time-Based Plan shall not In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the Ordinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the Time-Based Plan is still in force, again be available for future Grant pursuant to the Time-Based Plan or the 2015 Performance Based Plan. Notwithstanding any Appendix A-13 provision of the Time-Based Plan or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Time-Based Plan. XI.INTERMEDIARY OPERATIONS Subject to Article 6.8, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted Stock Units. The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period, if any. XII.ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Restricted Stock Units granted under the Time-Based Plan may be adjusted in order to take into account said operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of Restricted Stock Units he or XIII.AMENDMENT TO THE TIME-BASED PLAN 13.1 Principle The Time-Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors (or its delegate). The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the Time-Based Plan made by the Board of Directors, or the written consent of the Beneficiary, if required. 13.2 Notice of the amendments Appendix A-14 The affected Beneficiaries shall be notified of an amendment to the Time-Based Plan, by any reasonable means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-mail. XIV.TAX AND SOCIAL RULES The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with in relation to the grant of the Restricted Stock Units. XV.MISCELLANEOUS 15.1 Rights in relation to the capacity of employee No provisions of the Time-Based Plan shall be construed as granting to the Beneficiary a right to have his or her employment agreement with the Company or any of the companies of the Group maintained, or limiting the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions of the employment agreement of the Beneficiary. 15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Time-Based Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter. Nature of Grant. In accepting any Grant under the Time-Based Plan, the Beneficiary acknowledges that: (a) the Time-Based Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Time-Based Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will (d) Beneficiary’s participation in the Time-Based Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment relationship at any time with or without cause unless otherwise required under local law; (e) Beneficiary is voluntarily participating in the Time-Based Plan; Appendix A-15 (f) the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind for (g) the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j) if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or decrease; (k) in consideration of the grant, no claim or entitlement to compensation or damages shall arise from termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Time-Based Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such claim; and (l) unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Time-Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be 15.3Applicable law - Jurisdiction The Time-Based Plan is 15.4Provisions Applicable to Beneficiaries Located outside of France The Appendix A-16 XVI.DATA PRIVACY As part of the 2015 Time-Based Plan, the Company processes some personal data of the Beneficiary. For this processing, the Company acts as the controller of this personal data and in accordance with the The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the 2015 Time-Based Plan. Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information: the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards or any The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking and financial organizations on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at the following address: dpo@criteo.com. In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any XVII.ELECTRONIC DELIVERY The Company may, in its sole discretion, decide to deliver any documents related to the Time-Based Plan or Appendix A-17 participate in the Time-Based Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. XVIII.SEVERABILITY The provisions of this Time-Based Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Appendix A-18 APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Time-Based Plan. NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the Time-Based Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. The Company therefore strongly recommends that the Beneficiary not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Time-Based Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock Units and/or sells any shares delivered pursuant to the award. GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Appendix A-19 withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the Beneficiary will pay to the Company For tax residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the The intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be Notwithstanding anything contained herein to Appendix For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.5 of the Time-Based Plan, the For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6 of the Time-Based Plan, the Restricted Stock Units shall The Company makes no representation as to the ![]() ![]() TABLE OF CONTENTS
Appendix I.IMPLEMENTATION OF THE On July 30, 2015, the Board of Directors adopted the Original 2015 The Original 2015 Under the
Appendix A-4
Appendix A-5
Appendix A-6 The The purposes of the Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015, The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made available to the Beneficiary together with a copy of the The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the 6.1.Principle (a) The Restricted Stock Units granted under the Appendix A-7 Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the Ordinary Shares. (b) Unless otherwise determined by the Board of Directors at the time of the Grant *if the Beneficiary ceases to be an employee or officer of the Group *if the Beneficiary ceases to be an employee or officer of the For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than one year after the Grant Date. In the event of a Beneficiary who after the Grant Date and before the First Vesting Date would be relocated from a country not listed in the Exhibit 1 where he/she was taxable on his/her employment income to a country listed in the Exhibit 1and who, before the time of the First Vesting Date, becomes taxable on his/her employment income in a country listed in the Exhibit 1, the provision of this Article 6.1 (b) shall be terminated; provided, however, that Restricted Stock Units that have become Secured Restricted Stock Units prior to the relocation to a country listed in Exhibit 1 shall remain secured and the underlying shares will be delivered upon the Vesting Date. (c) In addition to any other powers set forth in the Appendix A-8 discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant Notwithstanding Articles 6.5, 6.6 6.2 In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the termination of the initial employment agreement and the entering into of a new employment agreement or of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of a new position of officer or the entering into of a new employment agreement in one of such companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period. In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Appendix A-9 6.6Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest The request for In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of Restricted Stock Units that may vest pursuant to Article 6.1(b) upon the retirement of such Beneficiary, the Board of Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for all or part of the Restricted Stock Units prior to the date of such retirement. Appendix A-10 any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. U.S. Internal Revenue Code, the Board of Directors may, in its discretion, provide that each Grant shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in Control multiplied by (ii) the number of Restricted Stock Units Appendix A-11 and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. 7.1Principle However, the Ordinary Shares underlying the Restricted Stock At the end of the Holding Period, if any, the Ordinary Shares 7.2Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units that shall be, at the Company’s choice, new shares to be issued by the Company or existing shares acquired by the Company. As from the Vesting Date, the Ordinary Shares delivered pursuant to Restricted Stock Units that do not vest do not give right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date. IX.DELIVERY AND HOLDING OF THE At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the Restricted Stock Units vested under the If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares The Ordinary Shares underlying the Restricted Stock Units that may be In the event that, as a consequence of the Grant of Restricted Stock Units under the 10.1 Shares Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the Ordinary Shares subject to the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, provided the Appendix A-13 provision of the Subject to Article The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period, XII.ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of Restricted Stock Units he or she benefited from, it being specified that the 13.1 Principle The The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the 13.2 Notice of the amendments Appendix A-14 The affected Beneficiaries shall be notified of an amendment to the The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with in relation to the grant of the Restricted Stock Units. 15.1 Rights in relation to the capacity of employee No provisions of the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions of the employment agreement of the Beneficiary. 15.2Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans.The fact that a person may benefit from the Nature of (a) the (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Beneficiary’s participation in the (e) Beneficiary is voluntarily participating in the Appendix A-15 (f) the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s employment contract, if any; (g) the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j) if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or decrease; (k) in consideration of the grant, no claim or entitlement to compensation or damages shall arise from termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the (l) unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the 15.3Applicable law - Jurisdiction The 15.4Provisions Applicable to Beneficiaries Located outside of France The attached Appendix applies to Beneficiaries located outside of France at the time of XVI.DATA PRIVACY As part of the The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking and financial organizations on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at the following address: dpo@criteo.com. In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. The Company may, in its sole discretion, decide to deliver any documents related to the Appendix A-17 participate in the The provisions of this Appendix APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, and with respect to any individual who is determined by Criteo to be an "officer” as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), or an "executive officer” as defined by Rule 3b-7 promulgated under the Exchange Act, the Company may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount, and further provided that any such Appendix A-19 withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange For tax residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with federal and state securities laws. Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in this section to the Company. Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities. The intent of the parties is that payments and benefits under the Time-Based Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Time-Based Plan and the Grant Letters thereunder shall be interpreted and be administered to be in compliance therewith or exempt therefrom.In this regard, any payments or benefits (including vesting tranches) described in the Time-Based Plan and the Grant Letters thereunder that are due within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from service with the Company for purposes of this the Time-Based Plan and no payment or benefit shall be due to the Beneficiary under the Time-Based Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary would be considered to have incurred a Appendix A-20 within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it does not, then unless otherwise specified in the applicable Grant Letter, any Restricted Stock Units For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. The Company makes no representation as to the tax status of the Time-Based Plan to the Beneficiary who should seek his or her own tax advice. For Israeli Tax Residents Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 ("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The designation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance. Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102 of the Appendix A-21 Ordinance. In the event the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102. With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant. Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the 102 Trustee. Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance. Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the Company and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards. Appendix A-22 Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an Approved Israeli Participant until all required tax payments have been fully made. Appendix Exhibit 1 List of Countries *Canada *Japan *Singapore *The Netherlands Appendix A-24 Exhibit 2 Form of Grant Letter [Beneficiary Name and Address] [Date] Letter delivered by electronic delivery [Name of Beneficiary], We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on The [In the event In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of the request made by your beneficiaries in the framework of the inheritance. The request for the Neither the Appendix A-25 By acknowledging this In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary Shares or Appendix A-26 releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with any information required for the purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge that the information might be shared with an administrator who is located outside of Israel, where the level of protection of personal data is different than in Israel.] The detailed terms of such grant are described in the Time-Based Plan, a copy of which is attached hereto. The Time-Based Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units granted herein shall be subject to all terms and conditions of the Time-Based Plan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the provisions of the Time-Based Plan, the provisions of the Time-Based Plan shall govern. Thank you for accepting the Grant by clicking on the acceptance button directly in your Equate platform no later than 6 months from the date of notification by the Company of the availability online of the Grant documentation; the documents being deemed to be received on the date of the electronic delivery. Yours sincerely, CRITEO ![]() Appendix A-27 APPENDIX B Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() CRITEO 2015 PERFORMANCE-BASED RSU PLAN ![]() Appendix B-1 Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() AMENDED AND RESTATED 2015 PERFORMANCE-BASED RESTRICTED STOCK UNITS PLAN ![]() Adopted by the Board of Directors on April 23, 2020 Approved by the Company's combined shareholders' general meetings of October 23, 2015, June 29, 2016 and June 28, 2017 Amended from time to time. Last amendment by the Board: April 5, 2023 Appendix B-2 TABLE OF CONTENTS
Appendix B-3 1. IMPLEMENTATION OF THE PERFORMANCE BASED RESTRICTED STOCK UNIT PLAN On July 30, 2015 , the Board of Directors adopted the Original 2015 Performance Based Restricted Stock Unit Plan stating the conditions and criteria for the grant of Restricted Stock Units of Criteo, a French société anonyme whose registered office is located at 32, rue Blanche, 75009Paris, France and whose identification number is 484786249 R.C.S. Paris (hereafter referred to as the “Company”) to the benefit of the chief executive officer and, from time to time, certain named executive officers, members of executive management and certain other employees of the Company or any company or economic interest group (groupement d'intérêt économique) in which the Company holds, directly or indirectly, at least 10% of the share capital and voting rights at the date of grant of said shares, as determined by the Board of Directors, and the combined (ordinary and extraordinary) shareholders’ meeting of the Company approved the Performance Based Restricted Stock Unit Plan on October 23, 2015. The Original 2015 Performance Based Restricted Stock Unit Plan was subsequently approved by the combined (ordinary and extraordinary) shareholders’ meeting of the Company, which also granted authority to the Board of Directors to grant Restricted Stock Units under the Original 2015 Performance Based Restricted Stock Unit Plan. On February 25, 2016, the Board of Directors adopted this amended and restated version of the Original 2015 Performance Based Restricted Stock Unit Plan (hereinafter, and as it may be amended from time to time in accordance with the provisions hereof, and in particular by the Board of Directors on April 7, 2016, on June 28, 2016, on April 4, 2018, on April 25, 2019, on April 23, 2020, on April 7, 2021, on April 6, 2022 and on April 5, 2023 , the “2015 Performance Based Restricted Stock Unit Plan” or the "Performance Based Plan"). 2. DEFINITIONS Under the Performance Based Plan, the following terms and expressions starting with a capital letter shall have the following meaning and may be used indifferently in the singular or in the plural form:
Appendix B-4
Appendix B-5
3. PURPOSE The Performance Based Plan sets forth the conditions and criteria for the grant of Restricted Stock Units under the Performance Based Plan, pursuant to Articles L.225-197-1 et seq. of the French Commercial Code and to the authorization granted by the shareholders’ meeting of the Company dated October 23, 2015. Appendix B-6 The purposes of the Performance Based Plan are: *to attract and retain the best available personnel for positions of substantial responsibility; *to provide additional incentive to Beneficiaries, including performance incentives; and *to promote the success of the Company's business. 4. BENEFICIARIES: ELIGIBLE EMPLOYEES Pursuant to the authorization of the shareholders’ general meeting dated October 23, 2015 , the Board of Directors of the Company will approve the list of Beneficiaries among the chief executive officer and, from time to time, certain named executive officers, members of executive management and certain other employees of the Group, as determined by the Board of Directors, together with the indication of the number of Restricted Stock Units granted to each of them. 5. NOTICE OF THE GRANT OF THE RESTRICTED STOCK UNITS The notice of the Grant of Restricted Stock Units to each Beneficiary shall be made pursuant to a Grant Letter made available to the Beneficiary together with a copy of the Performance Based Plan as amended and restated, indicating the number of Restricted Stock Units granted, the Vesting Period, the Holding Period, if any, and the Performance Targets (as described in Article 6.1 and 6.2). The Beneficiary shall acknowledge receipt of the Grant documentation comprised of the Grant Letter and of the Performance Based Plan by accepting online his or her documentation by means of the tool made available by the Company and by sending signed copies of the Grant Letter within 6 months (or such other number of days determined by the Company) from the date of notification by the Company of the availability on line of the Grant documentation; the documents being deemed to be received on the date of the electronic delivery. 6. VESTING PERIOD 6.1. Principle (a) The Restricted Stock Units granted under the 2015 Performance Based Plan shall vest in the Beneficiaries at the end of the Vesting Period, provided that the following condition(s) precedent(s) is (are) met: a.except as set forth in Article 6.1(b), continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period, in the absence of which he or she will not be entitled to acquire Ordinary Shares on the date when this condition is no longer met; and b.attainment of one or more Performance Targets determined by the Board of Directors at grant in accordance with Article 6.2 and reflected in the relevant Grant Letter. Should the Beneficiary be at the same time an employee and an officer of the same company or of two companies of the Group, the loss of one of these capacities shall not result in the loss of the right to vest in the Restricted Stock Units granted under the Performance Based Plan at the end of the Vesting Period; provided, that if the Beneficiary is an officer on the Grant Date and subsequently ceases to be Appendix B-7 an officer of any company of the Group, the Board of Directors shall have the discretion to terminate the Beneficiary’s Restricted Stock Units granted under the Performance Based Plan at any time up to the end of the Vesting Period. Pursuant to Article L.225-197-3 of the French Commercial Code, the Beneficiaries hold a claim against the Company which is personal and may not be transferred until the end of the Vesting Period, except in case of death. During the Vesting Period, the Beneficiaries will not own the Ordinary Shares and will not be shareholders of the Company. As a consequence, they will not hold any rights attached to the Ordinary Shares. (b) Unless otherwise determined by the Board of Directors at the Grant Date, if the Beneficiary (i) ceases to be an employee or officer of the Group more than one year after the Grant Date but prior to (A) the Vesting Date or (B) in the case of a Grant that vests in tranches, the vesting date of the first tranche of the Grant (such date in either (A) or (B), the “First Vesting Date”), and (ii) prior to the termination of his or her employment or term of office, any applicable Performance Targets (as defined below) are fully satisfied, then the Beneficiary shall vest in, on the First Vesting Date, only those Restricted Stock Units that correspond to the Performance Targets that were fully satisfied prior to the termination of his or her employment or term of office (rounded to the nearest whole number). For instance, for a Grant where 25% of the Restricted Stock Units vest upon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 1 and 25% of the Restricted Stock Units vest upon the second anniversary of the Grant Date subject to the attainment of Performance Target No. 2, if the Beneficiary ceases to be an employee or officer of the Group on the day following the first anniversary of the Grant Date and the Board determines that, by that date, the Beneficiary has satisfied Performance Target No. 1 at 100% and Performance Target No. 2 at 85%, he shall vest in on such second anniversary date 25% of his Restricted Stock Units, with the balance being automatically forfeited. If none of the Performance Targets are met at the 100% level or higher prior to the Beneficiary’s termination, the Beneficiary’s entire Grant will be automatically forfeited. For the avoidance of doubt, this Article 6.1(b) shall apply only for Grants where the First Vesting Date is more than one year after the Grant Date. (c) In addition to any other powers set forth in the Performance Based Plan and subject to the provisions of the Performance Based Plan, the Board of Directors shall have the full and final power and authority, in its discretion, to determine the terms, conditions and restrictions applicable to each Grant (which need not be identical) and any Restricted Stock Units acquired pursuant thereto, including, without limitation, the Performance Measures (as defined below), performance period, performance award formula and Performance Targets (as defined below) applicable to any grant and the extent to which such Performance Targets have been attained. Further, the Board of Directors shall have the full and final power and authority, in its discretion, to determine whether, to what extent, and under what circumstances a Grant may be settled, cancelled, forfeited, exchanged, or surrendered. Appendix B-8 Notwithstanding Articles 6.6, 6.7 and 6.8 of the Performance Based Plan, the Board of Directors shall not accelerate or shorten the minimum Vesting Period of one year. For clarity, there shall be no automatic acceleration of vesting with respect to a Grant under the Performance Plan solely based on a Change in Control. 6.2 Performance criteria The vesting of any Restricted Stock Units granted hereunder shall be subject to or conditioned upon, in whole or in part, the achievement of Performance Targets in accordance with the following terms and conditions (each, a “Performance Grant”): 6.2.1 Establishment of performance period, performance targets and performance award formula In granting each Performance Grant, the Board of Directors shall establish in writing the applicable performance period, performance award formula and one or more Performance Targets (as defined herein) which, when measured at the end of the performance period, shall determine, on the basis of the performance award formula, the final number of Restricted Stock Units acquired by the Beneficiary. The Board of Directors shall have full power and final authority, in its discretion, to alter or cancel the Performance Targets or performance award formula applicable to a Beneficiary, including, without limitation, in the event that the Beneficiary changes roles or functions within the Group during the performance period. In any case, the performance period shall not be shorter than one year. 6.2.2 Measurement of performance targets Performance shall be evaluated by the Board of Directors on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following: (a) Performance Measures (i) Determination of Performance Measures. Except as otherwise determined by the Board of Directors and in each case to the extent applicable, Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles or as used generally in the Company’s industry. (ii) Calculation of Performance Measures. Except as otherwise determined by the Board of Directors, the Performance Measures applicable to the vesting of the Restricted Stock Units shall be calculated in accordance with generally accepted accounting principles and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Board of Directors, occurring after the establishment of the Performance Targets applicable to the vesting of the Restricted Stock Units. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Beneficiary’s rights with respect to the vesting of the Restricted Stock Units. Appendix B-9 (iii) Types of Performance Measures.Performance Measures may be one or more of the following or such other measures as determined by the Board of Directors: (1) contribution excluding traffic acquisition costs; (2) adjusted earnings before interest, taxes, depreciation and amortization, as defined by the Company in its financial statements as filed with the Securities Exchange Commission in the United States; (3) cash flow from operating activities; (4) stock price; (5) completion of identified special project(s); or (6) any combination of the foregoing. Notwithstanding the foregoing, the Board of Directors may provide that one or more objectively determinable adjustments shall be made to the Performance Measures, which may include adjustments that would cause the measures to be considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission. (b) Performance Targets Where applicable, Performance Targets may, without limitation, be expressed in terms of attaining a specified level of the Performance Measure or the attainment of a percentage increase or decrease in the particular Performance Measure, and may be applied to one or more of the Company, any subsidiary or affiliate of the Company, or a division or strategic business unit of the Company or any subsidiary or affiliate thereof, or may be applied to the performance of the Company or any subsidiary or affiliate thereof relative to a market index, a group of other companies or a combination thereof, all as determined by the Board of Directors. The Performance Targets may be subject to a threshold level of performance below which no Restricted Stock Units will vest, levels of performance at which specified numbers of Restricted Stock Units will vest, and a maximum level of performance above which no additional number of Restricted Stock Units will vest (or at which full vesting will occur). 6.3 Compliance with Company Policies A)Grant Subject to Clawback Policy. The Grant Letter shall contain an acknowledgement and agreement by the Beneficiary that any Grant pursuant to the Performance Based Plan shall be subject to any applicable clawback policy of the Company, as adopted by the Company from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. B)Share Ownership Guidelines. Any Ordinary Shares acquired pursuant to the vesting of Restricted Stock Units may need to be retained by the Beneficiary in order to comply with the Company’s Share Ownership Guidelines, to the extent applicable to the Beneficiary. Appendix B-10 6.4 Internal mobility In the event of transfer or temporary assignment of the Beneficiary within a company of the Group, implying (i) the termination of the initial employment agreement and the entering into of a new employment agreement or of a position as officer, and/or (ii) a resignation of the Beneficiary from his or her position as officer and the acceptance of a new position of officer or the entering into of a new employment agreement in one of such companies, the Beneficiary shall retain his or her right to vest in the Restricted Stock Units at the end of the Vesting Period. 6.5 Agreed Leave of Absence Exceeding Three Months In the event a Beneficiary is on an Agreed Leave, such Beneficiary’s Grant(s) shall (a) stop vesting on the first day of the quarter immediately following the quarter during which the Agreed Leave begins; and (b) resume vesting on the first day of the quarter immediately following the quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the Vesting Period for the applicable Grant(s) shall be extended in accordance with this Article 6.5. 6.6 Disability In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest in the Beneficiary on the date of Disability in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period will be considered as met immediately on the date of Disability and (ii) the condition of the attainment of one or more Performance Targets determined by the Board of Directors at grant will be measured on the date of Disability. 6.7 Death In the event of the death of the Beneficiary during the Vesting Period, the Restricted Stock Units shall vest in accordance with articles 6.1 and 6.2 and reflected in the Grant Letter, but being noted that (i) the condition related to the continued presence of the Beneficiary in his or her capacity as employee and/or corporate officer of the Company or of any of the companies of the Group during the Vesting Period will be considered as met immediately on the date of death and (ii) the condition of the attainment of one or more Performance Targets determined by the Board of Directors at grant will be measured on the date of death. The Restricted Stock Units shall vest at the date of the request made by his or her beneficiaries in the framework of the inheritance. The request for the vesting of the Restricted Stock Units by the heirs shall be made within six months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. Appendix B-11 6.8 Retirement In the event of the retirement of a Beneficiary during the Vesting Period, and notwithstanding the number of Restricted Stock Units that may vest pursuant to Article 6.1(b) upon retirement of such Beneficiary, the Board of Directors of the Company may decide that the conditions set forth in Article 6.1 above shall be deemed to be met for all or part of the Restricted Stock Units prior to the date of such retirement. 6.9 Change in Control (i)Unless otherwise provided by the Board of Directors, an agreement between a Group company and the Beneficiary or in the applicable Grant Letter, in the event of a Change in Control: (*)Where the successor corporation or parent or subsidiary of the successor corporation does not agree to assume or substitute for any outstanding Grant, for each Grant that is not assumed or substituted for and for which the Grant Date is at least one year prior to the consummation of the Change in Control, the restrictions and forfeiture conditions applicable to the Vesting Period shall lapse, any performance conditions imposed with respect to such Grant shall be deemed to be achieved at target performance levels and the Restricted Stock Units shall be deemed fully vested by the Beneficiary prior to the consummation of the Change in Control. Any Grant for which the Grant Date is less than one year prior to the consummation of the Change in Control shall either be assumed or substituted for in accordance with Article 6.9(a)(ii) or cancelled in accordance with Article 6.9(a)(iii) below. (*)For the purposes of this Article 6.9, a Grant will be considered assumed or substituted if, (A) following the Change in Control, the Grant confers the right to receive, for each Restricted Stock Unit subject to the Grant immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value, as determined by the Board of Directors in good faith, of the consideration received in the Change in Control by holders of Ordinary Shares for each such share held on the effective date of the transaction ; provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its parent, the Board of Directors may, with the consent of the successor corporation, provide that the consideration to be received for each Restricted Stock Unit shall be solely common stock of the successor corporation or its parent equal in fair market value, as determined by the Board of Directors in good faith, to the per share consideration received by holders of Ordinary Shares in the Change in Control; (B) any securities of the successor corporation or its parent forming part of the Grant following the Change in Control are freely tradable on a major stock exchange; and (C) the Grant otherwise remains subject to the same terms and conditions that were applicable to the Grant immediately prior to the Change in Control. (*)Notwithstanding any other provision of the 2015 Performance Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the U.S. Internal Revenue Code, the Board of Directors may, in its Appendix B-12 discretion, provide that each Grant shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the consideration paid per Ordinary Share in the Change in Control multiplied by (ii) the number of Restricted Stock Units granted. The Board of Directors shall not be required to treat all Grants similarly for purposes of this Article 6.9(a). Payment of amounts under this Article 6.9(a) shall be made in such form, on such terms and subject to such conditions as the Board of Directors determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company's shareholders in connection with the Change in Control and may, in the Board of Directors’ discretion, include subjecting such payments to vesting conditions comparable to the Grants surrendered, subjecting such payments to escrow or holdback provisions comparable to those imposed upon the Company's shareholders in connection with the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (ii)The obligations of the Company under the Performance Based Plan shall be binding upon any successor corporation or organization resulting from the Change in Control. 6.10 Compliance with Laws and Liability of the Company A)Shares shall not be sold or issued pursuant to the vesting of Restricted Stock Units unless the vesting of such Restricted Stock Units, and the issuance or sale and delivery of such shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the shares may then be listed or quoted, the laws of any applicable jurisdiction in which Restricted Stock Units are granted and any other French, U.S. or other laws applicable to the Restricted Stock Units. B)Without limiting the provisions of Article 6.10(a) above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, and shall constitute circumstances in which the Board may determine to amend or cancel the Restricted Stock Units, with or without consideration to the affected Beneficiary. C)The Company and its affiliated companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its affiliated companies was not able to acquire the shares. Appendix B-13 7. HOLDING PERIOD 7.1 Principle A)During the Holding Period, if any, the Beneficiaries concerned will be the owner of the Ordinary Shares underlying the Restricted Stock Units granted under the Performance Based Plan and will be shareholders of the Company. As a consequence, they will benefit from all the rights attached to the capacity of shareholder of the Company. However, the Ordinary Shares underlying the Restricted Stock Units shall not be transferable during the Holding Period, if any, and the Beneficiaries may not transfer or pledge those shares, by any means, or convert them into bearer form. B)At the end of the Holding Period, if any, the Restricted Stock Units will be fully transferable, subject to the provisions of the following paragraph. At the end of the Holding Period, if any, the Ordinary Shares acquired pursuant to the vesting of the Restricted Stock Units granted under the Performance Based Plan may not be transferred (i) if a “black-out” period is in effect pursuant to the Company’s Insider Trading Policy, as in effect at such time, or (ii) otherwise in contravention of any applicable laws or regulations, or trading rules or restrictions of any exchange on which the Company’s shares are listed at such time. 7.2 Specific situations Notwithstanding the provisions of the second paragraph of Article 7.1 above, the Ordinary Shares underlying the Restricted Stock Units delivered to the Beneficiaries referred to in Article6.5 above or to the beneficiaries of the deceased Beneficiary referred to in Article6.6 above may be freely transferred as from the date of their date of vesting. 8. CHARACTERISTICS OF THE ORDINARY SHARES The Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be, at the Company’s choice, new shares to be issued by the Company or existing shares acquired by the Company. As from the Vesting Date, the Ordinary Shares delivered pursuant to the vesting of the Restricted Stock Units shall be subject to all the provisions of the Bylaws. They shall be assimilated to existing Ordinary Shares and shall benefit from the same rights as from the Vesting Date. Restricted Stock Units that do not vest do not give right to any dividend paid or dividend equivalent accumulated prior to the Vesting Date. Appendix B-14 9. DELIVERY AND HOLDING OF THE ORDINARY SHARES UNDERLYING THE RESTRICTED STOCK UNITS At the end of the Vesting Period, the Company shall deliver to the Beneficiary the Ordinary Shares underlying the Restricted Stock Units vested under the Performance Based Plan provided that the conditions and criteria for such vesting provided by Articles5 and 6 above are met. However, Ordinary Shares may not be delivered in fractional shares. Unless otherwise provided in an award agreement or grant letter, the number of Ordinary Shares delivered at the end of any Vesting Period will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Ordinary Shares in excess of the total number of Ordinary Shares subject to the Grant. If the Vesting Date is not a Working Day, the delivery of the Ordinary Shares underlying the Restricted Stock Units shall be completed the first Working Day following the end of the Vesting Period. The Ordinary Shares that may be acquired under the Performance Based Plan will be held, during the Holding Period (if any), in nominative form (nominatif pur) in an individual account opened in the name of the relevant Beneficiary at UPTEVIA with a legend stating that they cannot be transferred. If the provisions of Article 7.1(b) above are applicable at the end of the Holding Period (or the end of the Vesting Period if there is no Holding Period), the Restricted Stock Units shall remain in nominative form (nominatif pur) at UPTEVIA until such time as they are transferred to make sure that the restrictions set forth in Article 7.1(b) above are complied with. In the event that, as a consequence of the Grant of Restricted Stock Units under the Performance Based Plan, the Company or any of the companies of the Group shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Beneficiary, the Company retains the right to postpone or to forbid the delivery of the Ordinary Shares underlying the Restricted Stock Units on the Vesting Date until the relevant Beneficiary has paid to the Company or to the relevant company of the Group the amount corresponding to these taxes, social costs, or social security taxes or contributions. 10. SHARES SUBJECT TO PLAN; INDIVIDUAL LIMITATIONS 10.1 Shares Available Subject to adjustment as provided in Articles 11 and 12, the maximum aggregate number of Ordinary Shares underlying the Restricted Stock Units that may be delivered under the Performance Based Plan shall not exceed the number of shares remaining available for issuance or transfer under the Company’s equity compensation plans pursuant to authorizations previously approved by the shareholders of the Company, as of the Grant Date, that are not subject to outstanding awards thereunder. Any Restricted Stock Units granted in connection with a Grant under the Performance Based Plan (i.e., grants other than options or warrants) shall be counted against this limit as 1.57 shares for every one Ordinary Share underlying the Restricted Stock Unit granted in connection with such Grant. Shares subject to the Performance Based Plan shall consist of authorized but unissued Ordinary Shares, as well as existing Ordinary Shares. In the event that a Grant, or any part thereof, for any reason is terminated or canceled without having vested, the unvested and forfeited portion of the Restricted Stock Units relating to such Grant shall, Appendix B-15 provided the 2015 Performance Based Plan is still in force, again be available for future grant pursuant to the Time-Based Restricted Stock Units Plan or the Performance Based Plan. Notwithstanding any provision of the Performance Based Plan or the Appendix thereunder to the contrary, shares withheld or reacquired by the Company in satisfaction of tax withholding obligations with respect to a Beneficiary shall not again be available for issuance or transfer under the Performance Based Plan. 10.2 Individual Grant Limits Unless otherwise determined by the Board of Directors, the following limits shall apply to the grant of a Grant under the Performance Based Plan. Subject to adjustment as provided in Articles 11 and 12, no Beneficiary shall be granted within any fiscal year of the Company a Grant of Restricted Stock Units under the Performance Based Plan, the grant or vesting of which is based on the attainment of Performance Targets, for more than 1,000,000 Restricted Stock Units. 11. INTERMEDIARY OPERATIONS Subject to Article 6.9, in the event of exchange of shares without any payment in cash (soulte) resulting from a merger or split-up completed during the Vesting Period or the Holding Period (if any), the remainder of such period(s) shall apply to the rights to receive Ordinary Shares underlying Restricted Stock Units of the Company or shares of the surviving entity received by the Beneficiary in exchange for his rights to receive Ordinary Shares underlying Restricted Stock Units. The same shall apply in the event of exchange resulting from a public tender offer, a stock split or reverse stock split completed in compliance with applicable regulations during the Holding Period (if any). 12. ADJUSTMENT Should the Company, during the Vesting Period, undergo an amortization, reduce its share capital, change the allocation of its profits, allocate Ordinary Shares to all the shareholders, capitalize reserves, profits or issuance premiums, allocate reserves or issue equity securities or give a right to the allocation of equity securities, including a preferential subscription right reserved to the shareholders or any other corporate transaction or event having an effect similar to any of the foregoing, the maximum number of Ordinary Shares underlying the Restricted Stock Units granted under the Performance Based Plan may be adjusted in order to take into account said operation by application, mutatis mutandis, of the terms of adjustment provided by the law for the beneficiaries of stock options as per Article L. 225-181 and L. 228-99 of the French commercial code. Each Beneficiary shall be informed of the practical terms of the adjustment and of its consequences on the Grant of Restricted Stock Units he or she benefited from, it being specified that the shares of the Company granted pursuant to this adjustment shall be governed by the Performance Based Plan. 13. AMENDMENT TO THE 2015 PERFORMANCE PLAN 13.1 Principle Appendix B-16 The Performance Based Plan may be amended by the Board of Directors, provided that any such amendment shall be subject to shareholder approval to the extent required in order to comply with applicable law or the rules of the Nasdaq Stock Market. Any such amendment shall be subject to the written consent of the Beneficiaries if it results in a decrease in the rights of said Beneficiaries, unless such amendment is necessary or appropriate to comply with or facilitate compliance with applicable laws or other rules, regulations or requirements, as determined by the Board of Directors (or its delegate). The new provisions shall apply to the Beneficiaries of the Restricted Stock Units during the Vesting Period on the date of the decision to amend the Performance Based Plan made by the Board of Directors, or the written consent of the Beneficiary, if required. 13.2 Notice of the amendments The affected Beneficiaries shall be notified of an amendment to the Performance Based Plan, by any reasonable means, including by electronic delivery, internal mail, by simple letter or, with acknowledgement of receipt, by fax or by e-mail. 14. TAX AND SOCIAL RULES The Beneficiary shall bear all taxes and mandatory costs which he or she must bear pursuant to the applicable law in relation to the grant of Restricted Stock Units, on the due date of said taxes or costs. Each Beneficiary shall verify and carry out, as the case may be, the reporting obligations he or she must comply with in relation to the grant of the Restricted Stock Units. 15. MISCELLANEOUS 15.1 Rights in relation to the capacity of employee No provisions of the Performance Based Plan shall be construed as granting to the Beneficiary a right to have his or her employment agreement with the Company or any of the companies of the Group maintained, or limiting the right of the Company or any of the companies of the Group to terminate or amend the terms and conditions of the employment agreement of the Beneficiary. 15.2 Rights in relation to future Restricted Stock Units plans and Nature of Grant Rights in relation to future Restricted Stock Units plans. The fact that a person may benefit from the Performance Plan does not imply that he or she shall benefit from any other plan that may be implemented thereafter. Appendix B-17 Nature of Grant. In accepting any Grant under the Performance Based Plan, the Beneficiary acknowledges that: (a) the Performance Based Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Performance Based Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units , even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) Beneficiary’s participation in the Performance Based Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Beneficiary’s employment relationship at any time with or without cause unless otherwise required under local law; (e) Beneficiary is voluntarily participating in the Performance Based Plan; (f) the Restricted Stock Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Beneficiary’s employment contract, if any; (g) the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) in the event that Beneficiary is not an employee of the Company, the grant will not be interpreted to form an employment agreement or relationship with the Company; and furthermore, the grant will not be interpreted to form an employment agreement with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty; (j) if the Beneficiary obtains Ordinary Shares, the value of those Ordinary Shares may increase or decrease; (k) in consideration of the grant, no claim or entitlement to compensation or damages shall arise from termination of the award of Restricted Stock Units or diminution in value of the award resulting from termination of the Beneficiary’s employment with the Company or the Employer (for any reason whatsoever) and the Beneficiary irrevocably releases the Company and the Employer from any Appendix B-18 such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Performance Based Plan, the Beneficiary shall be deemed irrevocably to have waived the Beneficiary’s entitlement to pursue such claim; and (l) unless otherwise decided by the Board of Directors, in the event of termination of Beneficiary’s employment during the Vesting Period, Beneficiary’s right to vest in the Restricted Stock Units under the Performance Based Plan, if any, will terminate effective as of the date that Beneficiary is no longer actively employed and will not be extended by any notice period mandated under the local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). 15.3 Applicable law - Jurisdiction The Performance Based Plan is subject to French law. Any dispute relating to its validity, its interpretation or its performance shall be decided by the competent courts of the French Republic. 15.4 Provisions Applicable to Beneficiaries Located outside of France The attached Appendix applies to Beneficiaries located outside of France at the time of a relevant taxable event. 16. DATA PRIVACY As part of the Performance Based Plan, the Company processes some personal data of the Beneficiary. For this processing, the Company acts as the controller of this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the meaning given to them pursuant to the Personal Data Regulation. The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the Performance Based Plan. Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information: the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could compromise the conclusion and performance of the contract concluded at the time of the Beneficiary's acceptance of the Grant Letter. Appendix B-19 The Company may disclose the Data to the Employer, subsidiaries and affiliated companies, sub-contractors, banking and financial organizations, on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at the following address: dpo@criteo.com. In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. 17. ELECTRONIC DELIVERY The Company may, in its sole discretion, decide to deliver any documents related to the 2015 Performance-Based Restricted Stock Units Plan or future awards that may be granted under the 2015 Performance-Based Restricted Stock Units Plan by electronic means or to request Beneficiary’s consent to participate in the 2015 Performance-Based Restricted Stock Units Plan by electronic means. Beneficiary hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the 2015 Performance -Based Restricted Stock Units Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 18. SEVERABILITY The provisions of this Performance Based Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Appendix B-20 APPENDIX TERMS AND CONDITIONS This Appendix contains additional terms and conditions that will apply to the Beneficiary if he or she resides outside of France. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the 2015 Performance Based Restricted Stock Units Plan (the "Plan"). NOTIFICATIONS This Appendix also includes information regarding exchange control and certain other issues of which the Beneficiary should be aware with respect to his or her participation in the Performance Based Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2023. Such laws are often complex and change frequently. The Company therefore strongly recommends that the Beneficiary not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when the Beneficiary vests in the Restricted Stock Units and/or sells any Ordinary Shares delivered pursuant to the award. GENERAL PROVISIONS Taxes. Regardless of any action the Company or the Beneficiaries’ employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the Beneficiary acknowledges that the ultimate liability for all Tax-Related Items legally due by the Beneficiary is and remains the Beneficiary’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units grant, including the grant, vesting of the Restricted Stock Units, the subsequent sale of shares acquired pursuant to such vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Beneficiary’s liability for Tax-Related Items. Prior to vesting of the Restricted Stock Units, the Beneficiary will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, the Beneficiary authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Beneficiary from the Beneficiary’s compensation paid to the Beneficiary by the Company and/or Employer or from proceeds of the sale of shares underlying the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may, (1) sell or arrange for the sale of shares underlying the vested Restricted Stock Units to meet the withholding obligation for Tax-Related Items and/or (2) withhold in shares, provided that, to the extent required under applicable accounting or tax rules, the Company only withholds the amount of shares necessary to satisfy the withholding amount and further provided that any such withholding of shares shall be subject to advance approval by the Board of Directors or a committee thereof as constituted in accordance with Rule 16b-3 under the Exchange Act. Finally, the Appendix B-21 Beneficiary will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Beneficiary’s participation in the Plan or the Beneficiary’s vesting of Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to honor the vesting and refuse to deliver the shares underlying the vested Restricted Stock Units if the Beneficiary fails to comply with Beneficiary’s obligations in connection with the Tax-Related Items as described in this section. For Tax Residents of the United States Beneficiary acknowledges that both this award and any underlying Ordinary Shares are securities, the issuance or transfer of which by the Company requires compliance with federal and state securities laws. Beneficiary acknowledges that these securities are made available to Beneficiary only on the condition that Beneficiary makes the representations contained in this section to the Company. Beneficiary has made a reasonable investigation of the affairs of the Company sufficient to be well informed as to the rights and the value of these securities. The intent of the parties is that payments and benefits under the Plan comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan and the Grant Letters thereunder shall be interpreted and be administered to be in compliance therewith or exempt therefrom.In this regard, any payments or benefits (including vesting tranches) described in the Plan and the Grant Letters thereunder that are due within the "short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and each amount to be paid or benefit to be provided under the Time-Based Plan shall be treated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Beneficiary shall not be considered to have separated from service with the Company for purposes of the Plan and no payment or benefit shall be due to the Beneficiary under the Plan and the Grant Letters thereunder on account of a separation from service until the Beneficiary would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code.Notwithstanding anything to the contrary in the Plan and the Grant Letters thereunder, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code due to the Beneficiary’s status as a “specified employee” within the meaning of Section 409A of the Code, such payment, under the Plan or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Further notwithstanding anything to the contrary in the Plan, to the extent required under Section 409A of the Code to make payment of an award upon a Change in Control, the applicable transaction or event defined in Article 2 and described in Article 6.9 of the Plan must qualify as a “change in control event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it does not, then unless otherwise specified in the Appendix B-22 applicable Grant Letter, any Restricted Stock Units vested in the Beneficiary upon a Change in Control shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.6 of the Plan, the shares underlying the Restricted Stock Units shall be delivered to the Beneficiary no later than 60 days following the date of the Beneficiary’s Disability; provided, that, to the extent that the Restricted Stock Units are considered deferred compensation subject to Section 409A of the Code, any such Disability will be within the meaning of Section 409A of the Code and the regulations promulgated thereunder, and if it is not, any Restricted Stock Units vested in the Beneficiary upon Disability shall be delivered on their originally specified Vesting Date, in accordance with Article 9 of the Plan (or death, if earlier). For Beneficiaries who are United States taxpayers, notwithstanding anything to the contrary contained in Article 6.7 of the Plan, the Restricted Stock Units shall be delivered no later than no later than 90 days following the date of the Beneficiary’s death, but in any event no later than December 31st of the calendar year following the year of the Beneficiary’s death to the extent permitted by Section 409A of the Code. The Company makes no representation that any or all of the payments described in the Plan and the Grant Letters thereunder will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. The Company makes no representation as to the tax status of the Plan to the Beneficiary who should seek his or her own tax advice. For Israeli Tax Residents Upon grant of Restricted Stock Units, if the award is made to an employee, director or officer of an Israeli resident member of the Group (the "Approved Israeli Participants"), and is intended to qualify for beneficial tax treatment pursuant to the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 ("Trustee 102 Awards", "Capital Gains Route" and "Ordinance") the following provisions shall apply. The designation of a Restricted Stock Unit as a Trustee 102 Award shall be determined by the Board of Directors or any committee thereof. Unless otherwise specifically determined, all Restricted Stock Units awards to Approved Israeli Participants are intended to be Trustee 102 Awards. The provisions below set out the terms and conditions applicable to Trustee 102 Awards granted to Approved Israeli Participants, as defined below, in order to satisfy Israeli tax requirements. If the terms are not met the Restricted Stock Units shall be subject to tax pursuant to the non-trustee route of Section 102 or Section 2 or 3(i) of the Ordinance. Trustee 102 Awards and/or any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award and/or other Ordinary Shares received following any realization of rights under the Plan, shall be allocated or issued to the trustee appointed by the Company and/or its Israeli subsidiary pursuant to the provisions of Section 102 of the Ordinance (the "102 Trustee") or controlled by the 102 Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102 of the Appendix B-23 Ordinance. In the event the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as awards subject to tax pursuant to Section 102(c) of the Ordinance or as awards which are not subject to Section 102, all in accordance with the provisions of Section 102. With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Ordinary Shares received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Ordinary Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “102 Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the 102 Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant. Notwithstanding anything to the contrary, the 102 Trustee shall not release or sell any Ordinary Shares allocated or issued upon the vesting of a Trustee 102 Award unless the Company, the Group and the 102 Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the 102 Trustee. Each Trustee 102 Award will be deemed granted on the Grant Date, provided that and subject to (i) the Approved Israeli Participant has signed all documents required by the Company or applicable law, and (ii) the Company has provided all applicable documents to the 102 Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the 102 Award will be considered as granted under Section 102(c) of the Ordinance. Notwithstanding any provision of the Plan, no Trustee 102 Award or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such award shall be given to any third party whatsoever, and during the lifetime of the Approved Israeli Participant, each and all of such Approved Israeli Participant’s rights with respect to an award shall belong only to the Approved Israeli Participant. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. As long as Restricted Stock Units and/or Ordinary Shares issued or purchased hereunder are held by the 102 Trustee on behalf of the Approved Israeli Participant, all rights of the Approved Israeli Participant over the Restricted Stock Units and Ordinary Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. With regard to Trustee 102 Awards, the provisions of Section 102 and any approval issued by the ITA shall be deemed an integral part of the Plan and the Grant Letter. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to a Trustee 102 Award, which is not expressly specified herein, shall be considered binding upon the Company and the Approved Israeli Participants. Furthermore, if any provision of the Plan disqualifies Trustee 102 Awards from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the Trustee 102 Awards. Appendix B-24 Any tax consequences arising from the grant, vesting or sale of any Trustee 102 Award or Ordinary Shares covered thereby or from any other event or act (of the Company, and/or the Group, and the 102 Trustee or the Approved Israeli Participant), hereunder, shall be borne solely by the Approved Israeli Participant. The Company and/or the Group, and/or the 102 Trustee shall withhold tax according to the requirements of applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Approved Israeli Participant agrees to indemnify the Company and/or the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Approved Israeli Participant. The Company and/or, when applicable, the 102 Trustee shall not be required to release any Ordinary Shares to an Approved Israeli Participant until all required tax payments have been fully made. Appendix B-25 Exhibit 1 Form of Grant Letter [Beneficiary Name and Address] [Date] Letter delivered by electronic delivery [Name of Beneficiary], We have the pleasure to inform you that, pursuant to the authorization granted by the shareholders’ meeting held on June 13, 2023, the board of directors of Criteo S.A. (the “Company”), during its meeting held on [ ] (the “Grant Date”), granted to you Restricted Stock Units of the Company, under the terms and conditions provided for in Articles L.225-197-1 to L. 225-197-5 of the French Commercial Code and in the Amended and Restated 2015 Performance Based Restricted Stock Units (the “2015 Performance Plan”). Capitalized terms that are used but not defined herein shall have the meaning ascribed to such terms in the 2015 Performance Plan. The Board granted to you [ ] ordinary shares of the Company (the “Shares”), with a par value of EUR 0.025 each (the “Grant”). There is a period (the “Vesting Period”) at the end of which the Grant will become effective and final (i.e., the Shares will be delivered to you and be your property). The Shares may be acquired by you not earlier than [ ] unless you shall cease to be an employee or officer of the Criteo group for any reason whatsoever during the Vesting Period [(subject to the following paragraph)],and subject to the attainment of the following performance goals: [ ]. [In the event (i) you cease to be an employee or officer of the Criteo group more than one year after the Grant Date but prior to the First Vesting Date, and (ii) prior to the termination of your employment or term of office, any of the Performance Targets set forth above are fully satisfied, you shall acquire, on the First Vesting Date, only those Shares that correspond to the Performance Targets that were fully satisfied prior to the termination of your employment or term of office. All other Shares will be automatically forfeited.] In the event of Disability before the end of the Vesting Period, the Restricted Stock Units shall vest on the date of Disability. In the event of death during the Vesting Period, the Restricted Stock Units shall vest at the date of the request made by your beneficiaries in the framework of the inheritance. The request for the vesting of the Shares shall be made within six (6) months from the date of death in compliance with Article L.225-197-3 of the French Commercial Code. Neither the Performance-Based Plan nor this letter shall confer upon you any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Performance-Based Plan or this letter shall be construed to limit the discretion of the Company to terminate your continuous service at any time, with or without cause. Appendix B-26 By acknowledging this Grant, you hereby acknowledge and agree that any Grant pursuant to the 2015 Performance Plan shall be subject to any applicable Company clawback policy, as adopted by the Company from time to time, as well as to any clawback required by any applicable laws, regulations or trading rules of any exchange on which the Company’s shares are listed at such time. [To be included for the employees of the Israeli subsidiary: The Restricted Stock Units are intended to be subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with the requirements under Section 102 and any rules or regulations thereunder, including the execution of this Grant Letter and the required declarations. However, in the event the Restricted Stock Units do not meet the requirements of Section 102, such Restricted Stock Units and the underlying Ordinary Shares shall not qualify for the favorable tax treatment under the Capital Gains Route. The Company makes no representations or guarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. The Restricted Stock Units and the Ordinary Shares issued upon vesting and/or any additional rights, as detailed above, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted Stock Units (the “Additional Rights”) shall be issued to or controlled by the 102 Trustee for your benefit under the provisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from the 102 Trustee the Ordinary Shares or Additional Rights until the end of the 102 Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the 102 Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group and/or the 102 Trustee shall withhold taxes according to the requirements under the applicable laws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any member of the Group and/or the 102 Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any member of the Group and/or the 102 Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of the Group or the 102 Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in connection with the taxes as described in this section. Any fees associated with any vesting, sale, transfer or any act in relation to the Restricted Stock units and the Ordinary Shares issued upon vesting, shall be borne by you. The 102 Trustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company or any member of the Group or the 102 Trustee. [Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a prospectus with respect to the Restricted Stock Units. If obtained copies of the Appendix B-27 Plan and Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon request from your local human resources department.] In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your Restricted Stock Units and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between the Company and the 102 Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary Shares or releasing the Ordinary Shares from the control of the 102 Trustee prior to the termination of the 102 Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the 102 Trustee with any information required for the purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units, Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge that the information might be shared with an administrator who is located outside of Israel, where the level of protection of personal data is different than in Israel.] The detailed terms of this Grant are described in the Performance Based Plan, a copy of which is attached hereto. The 2015 Performance Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock Units granted herein shall be subject to all terms and conditions of the Performance Based Plan and this Grant Letter. In the event of any conflict between the provisions of this Grant Letter and the provisions of the Performance Based Plan, the provisions of the Performance Based Plan shall govern. Thank you for accepting the Grant by clicking on the acceptance button directly in your Equate platform no later than 6 months from the date of notification by the Company of the availability online of the Grant documentation; the documents being deemed to be received on the date of the electronic delivery. Yours sincerely, CRITEO ![]() Appendix B-28 APPENDIX C Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() CRITEO 2016 STOCK OPTION PLAN ![]() Appendix C-1 Please note that because we are a French company, the full text of the plan has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. ![]() AMENDED 2016 STOCK OPTION PLAN ![]() Adopted by the Board on April 7, 2016 Approved by the Company’s combined shareholders’ general meeting of June 29, 2016 Amended from time to time. Last amendment by the Board: April 6, 2022 Appendix C-2 TABLE OF CONTENTS
Appendix C-3
Exhibit A – Sub-Plan for Israeli Beneficiaries Exhibit B – Stock Option Grant Agreement Part I – Notice of Stock Option Grant Part II – Terms and Conditions Appendix C-4 CRITEO AMENDED 2016 STOCK OPTION PLAN 1.Purpose of the Plan Pursuant to its decision, taken on April 7, 2016 as approved by the Company’s combined shareholders’ general meeting of June 29, 2016, the Board decided, in compliance with the provisions of articles L. 225−177 et. seq. of the French Commercial Code, to adopt the 2016 stock option plan of the Company (the “Criteo 2016 Stock Option Plan”), the terms and conditions of which, as amended by the Board from time to time, are set out below. The purpose of the Plan is to: †attract and retain the best available personnel for positions of substantial responsibility; †provide additional incentive to Beneficiaries; and †promote the success of the Company’s business. Options granted under the Plan to U.S. Beneficiaries are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax advantages. 2.Definitions (a)“Administrator” means the Board, which shall administer the Plan in accordance with Section 4 of the Plan. (b)“Affiliated Company” means an entity which conforms with the criteria set forth in article L. 225−180 of the French Commercial Code as follows: †entities of which at least ten per cent (10%) of the share capital or voting rights are held directly or indirectly by the Company; †entities which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and †entities of which at least fifty per cent (50%) of the share capital or voting rights are held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share capital or voting rights of the Company. (c)“Agreed Leave” means any leave of absence having received a prior approval from the Company or, in the case of a U.S. Beneficiary, requiring no prior approval under U.S. laws or, in the case of a U.K. Beneficiary, requiring no prior approval under applicable U.K. laws. Leaves of absence requiring prior approval from the Company shall include leaves of more than three (3) months for illness or conditions about which the employee has advance knowledge, military leave, and any other personal leave. Agreed Leave shall not include any absence considered as effective working time, such as maternity leave of whatever duration, which shall also not terminate the employment relationship between the Beneficiary and the Company or any Affiliated Company. Notwithstanding the foregoing, for purposes of U.S. Beneficiaries and Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of an Agreed Leave is not so guaranteed, on the 91st day of such leave Appendix C-5 any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. (d)“Applicable Laws” means for the U.S., the legal requirements related to the administration of stock option plans under federal and state corporate and securities laws, including requirements of any exchange or quotation system on which the Shares may then be listed or quoted, and the Code in force in the United States of America. (e)“Beneficiary” means the chairman of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy general managers (directeurs généraux délégués) or, as the case may be, the chairman and the members of the management board (président et membres du directoire) of the Company as well as any individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract or otherwise, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not) shall not be deemed to constitute an employment relationship. (f)“Board” means the board of directors of the Company. (g)“Change in Control” means (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. (h)“Code” means the United States Internal Revenue Code of 1986, as amended, including rules, regulations and guidance promulgated thereunder and successor provisions and rules and regulations thereto. (i)“Company” means CRITEO, a société anonyme organized under the laws of the Republic of France, having its registered office located at 32 rue Blanche, 75009 Paris, France and registered with the trade and companies registry under number 484 786 249 RCS Paris. (j)“Continuous Status as a Beneficiary” means as regards the chairman of the board of directors, the general manager, the deputy general manager(s) or, as the case may be, the chairman and the members of the management board, that the term of their office has not been terminated and, as regards an employee, that the employment relationship between the Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status as a Beneficiary shall not be considered terminated in the case of an (i) Agreed Leave or (ii) transfers between locations of the Company or between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. (k)“Date of Grant” means the date of the decision of the Board to grant the Options. (l)“Disability” means a disability declared further to a medical examination provided for in article R. 4624−21 of the French Labour Code or pursuant to any similar provision applicable to a foreign Affiliated Company or Beneficiary. (m)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. Appendix C-6 (n)“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholders Authorization: i.the Board may determine the subscription or purchase price of a share by reference to the closing sales price of one American Depositary Share representing one Share (“ADS”) on the Nasdaq Global Market for the day prior to the day of the decision of the Board to grant the Options, converted to Euros in the manner established by the Board. However, the purchase or subscription price shall in no case be less than ninety five percent (95%) of the average of the closing sales price for an ADS as quoted on said stock exchange market during the twenty market trading days prior to the Date of Grant; provided that, when an Option allows its holder to purchase Shares which have been previously purchased by the Company, then in addition to the minimum price stated above in this Section 2(n)(i) and in accordance with applicable law, the exercise price of such Option may not be less than eighty percent (80%) of the average price paid by the Company for the purchase of the treasury Shares. ii.for U.S. Beneficiaries, the subscription or purchase price shall not be less than the fair market value of the Shares on the Date of Grant, determined as follows (a) if the Shares, or ADSs representing the Shares, are listed or quoted for trading on an exchange, the value will be deemed to be the closing sales price of the Shares or ADSs, as applicable, on the principal exchange upon which such securities are traded or quoted on the day prior to the day of the decision of the Board to grant the Options, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares or ADSs representing the Shares are not listed or quoted for trading on an exchange, the fair market value of the Shares as determined by the Board, consistent with the requirements of Section 422 with respect to Incentive Stock Options, and Section 409A of the Code with respect to Options not intended to be Incentive Stock Options. Except as provided in Sections 11 and 12 of the Plan, the subscription or purchase price of Shares shall not be modified during the period in which the Option may be exercised. However, if the Company carries out any of the actions mentioned in article L. 225−181 of the French Commercial Code, it must take all necessary measures to protect Optionees’ interests in accordance with article L. 228−99 of the French Commercial Code. In the case of issuance of securities giving access to the share capital (valeurs mobilières donnant accès au capital), as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options. (o)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (p) “Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. (q)“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. (r)“Option” means an option to purchase or subscribe for Shares granted pursuant to the Plan. (s)“Optionee” means a Beneficiary who holds at least one outstanding Option. Appendix C-7 (t)“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (u)“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. (v)“Plan” means the Criteo 2016 Stock Option Plan as adopted by the Board on April 7, 2016 and approved by the Company’s combined shareholders’ general meeting of June 29, 2016, and amended from time to time by the Board, including on April 25, 2019, April 23, 2020, April 7, 2021 and April 6, 2022. (w)“Share” means one ordinary share (action ordinaire) of the Company or an American Depositary Share representing one Share on the Nasdaq Global Market. (x)“Share Capital” means the issued and paid up capital of the Company. (y)“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on June 29, 2016, as increased, amended or replaced from time to time by a further general meeting of the shareholders permitting the Board to grant Options. (z)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. (aa)“U.K. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the U.K. or otherwise subject to U.K. laws, regulations or taxation. (ab)“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 3.Shares Subject to the Plan a.Number of Shares Available for Grants. i.Subject to the provisions of Sections 11 and 12 of the Plan, the maximum aggregate number of Shares which may be optioned and issued under the Plan shall not exceed the number of shares remaining available for issuance under the Shareholders Authorization. Subject to the foregoing, for Incentive Stock Options, the maximum number of Shares which may be optioned and issued is equal to 4,600,000. The Shares optioned and issued under the Plan may be newly issued Shares, treasury Shares or Shares purchased on the open market. ii.Except as provided in Section 11(a), no Beneficiary shall be granted, within any fiscal year of the Company, Options in respect of more than 2,200,000 Shares. iii.Should the Option expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. iv.For avoidance of doubt, the following Shares shall be deemed delivered for purposes of the limits set forth in Section 3(a)(i) and shall not be available for future grants of Options under the Plan: (1) Shares delivered by an Optionee (by either actual delivery or by attestation) or withheld by the Company in payment of the subscription price or exercise price of an Option and/or any applicable tax withholding obligations relating to an Option; and (2) Shares purchased on the Appendix C-8 open market by the Company with the cash proceeds received from the exercise of Options. 4.Administration of the Plan a.General. The Plan shall be administered by the Administrator. b.Powers of the Administrator. Subject to the provisions of the French Commercial Code, the Shareholders Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: i.to determine the Fair Market Value of the Shares, in accordance with Section 2(n) of the Plan; ii.to determine the Beneficiaries to whom Options may be granted hereunder; iii.to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; iv.to approve or amend forms of Option Agreement for use under the Plan; v.to determine the terms and conditions of any Options granted hereunder, consistent with Plan terms. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the French Commercial Code; vi.to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; vii.to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub−plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; viii.to modify or amend each Option (subject to the provisions of Section 14(c) of the Plan), including, without limitation, the discretionary authority to accelerate the vesting of Options, to allow for Options to continue to vest after an Optionee’s termination of Continuous Status as a Beneficiary, or to extend the post−termination exercise period of Options after the termination of the employment agreement or the end of the term of office longer than is otherwise provided for in the Plan, but in no event beyond the original Option term; ix.to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; x.to determine the terms and restrictions applicable to Options; and Appendix C-9 xi.to make all other determinations deemed necessary or appropriate for administering the Plan. c.Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other concerned parties. 5.Limitations a.U.S. Beneficiaries. i.In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an Incentive Stock Option or as a Non−Statutory Stock Option.Incentive Stock Options may only be granted to Beneficiaries who meet the definition of “employees” under Section 3401(c) of the Code of the Company or a Parent or Subsidiary of the Company. ii.The aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the Company (or any Parent or Subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000. To the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options covering those Shares the Fair Market Value of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non−Statutory Stock Options. Incentive Stock Options shall be taken into account in the order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. iii.Non-Statutory Stock Options granted to U.S. Beneficiaries may only be granted to Beneficiaries in respect of whom the Company is an “eligible issuer of service recipient stock” and the Shares are “service recipient stock”, each within the meaning of Section 409A of the Code. b.The Options are governed by articles L. 225−177 and following of the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they constitute an element of the Optionee’s remuneration. Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to terminate such employment or such term of office at any time, with or without cause. c.Other than as expressly provided hereunder, no member of the Board or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 6.Term of Plan Subject to the approval of the shareholders of the Company in accordance with Section 18 of the Plan, the Plan shall be effective and Options may be granted as of June 29, 2016 (the “Effective Date”). The Plan has been adopted by the Board on April 7, 2016, and amended from time to time. It shall continue in effect until the tenth (10th) anniversary of the Effective Date or until all Shares subject to the Plan have been purchased according to the provisions of the Plan, unless terminated earlier Appendix C-10 under Section 14 of the Plan. Notwithstanding the foregoing, Incentive Stock Options may not be granted under the Plan after April 7, 2026. 7.Term of Options The term of each Option shall be stated in the Notice of Grant as nine years and six months from the Date of Grant, in accordance with the Shareholders Authorization, subject to the specific provisions applicable in the event of death or Disability during such nine year and six month period. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the French Commercial Code to receive Option grants, the term of the Option shall be no more than five (5) years from the Date of Grant. 8.Option Exercise Price and Consideration a.Subscription or Purchase Price. The per Share subscription or purchase price for the Shares to be issued or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. i.In the case of an Incentive Stock Option granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the French Commercial Code to receive Option grants, the per Share subscription or purchase price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Date of Grant as defined in Section 2(n)(ii); ii.In the case of a Non−Statutory Stock Option or Incentive Stock Option, not covered by Section 8(a)(i) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Date of Grant as defined in Section 2(n)(ii). b.Prohibition on Repricing. Subject to limitations imposed by Section 409A of the Code, Applicable Laws and the French Commercial Code and except as provided in Sections 11 and 12 of the Plan, in no event shall the subscription or purchase price with respect to an Option be reduced following the Date of Grant of an Option, nor shall an Option be cancelled in exchange for a replacement Option with a lower exercise price or cash payment without shareholder approval. c.Vesting Period, Minimum Vesting Period and Exercise Dates. i.At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period in the Company or an Affiliated Company. Any Option granted hereunder shall provide for a vesting period of at least one (1) year following the Date of Grant. ii.Notwithstanding anything set forth in Section 8(c)(i) to the contrary, Options representing a maximum of five percent (5%) of the Shares reserved for issuance under Section 3(a)(i) may be granted hereunder without any minimum vesting Appendix C-11 condition. Further, nothing in Section 8(c)(i) shall limit the Company’s ability to grant Options that contain rights to accelerated vesting on an Optionee’s termination of Continuous Status as a Beneficiary or to otherwise accelerate vesting, including, without limitation, upon a Change in Control. d.Form of Consideration. The consideration to be paid for the Shares to be issued or purchased upon exercise of Options, including the method of payment, shall be determined by the Administrator. Unless otherwise provided in the Option Agreement, such consideration shall consist entirely of an amount in Euro or U.S. dollars corresponding to the exercise price which shall be paid by wire transfer. To the extent permitted by the Administrator, payment of consideration for the Shares (and/or any applicable tax withholdings) may be made by instructing the Company to withhold a number of Shares having a Fair Market Value equal to the product of (1)the subscription or exercise price per Share (plus tax withholdings, if applicable) multiplied by (2)the number of Shares in respect of which the Option shall have been exercised. In the event that, as a consequence of the exercise of an Option, the Company or any Affiliated Company shall be compelled to pay taxes, social costs or any other social security taxes or contributions on behalf of the Optionee, the Option shall not be deemed duly exercised until the Optionee has paid to the Company or to the relevant Affiliated Company the amount corresponding to such taxes, social costs, or social security taxes or contributions. Where the Company (or any Affiliated Company) is required, as a result of the exercise of an Option, to pay or account for any amount of U.K. tax or U.K. class 1 primary national insurance contributions, it shall be a condition of exercise of the relevant Option that the relevant Beneficiary shall, at the time of exercise, have remitted to the Company in cleared funds an amount equal to the liability to pay U.K. income tax or U.K. class 1 primary national insurance contributions or have entered into such other arrangements with the Company or the relevant Affiliated Company to discharge such liability as the Company may in its absolute discretion approve. As a condition of grant of an Option hereunder, each Beneficiary agrees to pay to the Company or any Affiliated Company an amount equal to the Company or the Affiliated Company’s liability to pay class 1 secondary national insurance contributions arising on the exercise of an Option, and the Beneficiary shall be required to pay such amount on the exercise of the Option (failing which any purported exercise of the Option shall be invalid). 9.Exercise of Options a.Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Unless otherwise provided in an Option Agreement, the number of Shares in respect of which an Option can be exercised pursuant to an Option will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Shares pursuant to the exercise of an Option in an amount that exceeds the total number of Shares granted under the Option. Subject to the provisions of Section 8(d) of the Plan, an Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised in accordance with Section 8(d) of the Plan. Appendix C-12 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. For the avoidance of doubt, an Option shall not entitle an Optionee to receive any dividends paid prior to the date of exercise of such Option and in no event shall dividend equivalents be payable with respect to Options. In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the number of Shares as to which the Option may be exercised. b.Optionee’s Continuous Status as a Beneficiary in the event of an Agreed Leave of More Than Three Months. Unless otherwise required by Applicable Laws, in the event an Optionee is on an Agreed Leave for more than three (3) months, such Optionee’s Options shall (a) stop vesting on the first day of the calendar quarter immediately following the calendar quarter during which the Agreed Leave began and (b) resume vesting on the first day of the calendar quarter immediately following the calendar quarter in which the Agreed Leave ends. As a result of any Agreed Leave, the vesting period for such Optionee’s Options shall be extended in accordance with this Section 9(b). c.Termination of the Optionee’s Continuous Status as Beneficiary. Upon termination of an Optionee’s Continuous Status as a Beneficiary (including by reason of the Beneficiary's employer ceasing to be an Affiliated Company), other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options only within such period of time as is specified in the Notice of Grant and only for the part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice of Grant or otherwise resolved by the Board, an Option shall remain exercisable for ninety (90) days following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an Incentive Stock Option, such a period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary (other than in the case of the Optionee’s death or disability as defined in Section 22(e)(3) of the Code) or the Option will be treated as a Non−Statutory Stock Option. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. d.Disability of Optionee. In the event that an Optionee’s Continuous Status as a Beneficiary terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein or otherwise resolved by the Board, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. e.Death of Optionee. Appendix C-13 In the event of the death of an Optionee during the term of the Options, unless otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the Shares covered by such Options shall revert to the Plan. 10.Non-Transferability of Options An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 11.Adjustments Upon Changes in Capitalization, Dissolution a.Changes in Capitalization. i.In the event of the carrying out by the Company of any of the financial operations pursuant to article L. 225−181 of the French Commercial Code as follows: 1.amortization or reduction of the share capital, 2.amendment of the allocation of profits, 3.distribution of free shares, 4.capitalization of reserves, profits, issuance premiums, 5.the issuance of shares or securities giving right to shares to be subscribed for in cash or by set−off of existing indebtedness offered exclusively to the shareholders; the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228−99 of the French Commercial Code. ii.Without prejudice to Section 11(a)(i) or Section 12, in the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a split-up, or other distribution of stock or property of the Company, any reorganization or any partial or complete liquidation of the Company, the Board shall make such adjustment in the number and class of Shares which may be delivered under Section 3, in the exercise or purchase price per share under any outstanding Option in order to prevent dilution or enlargement of Beneficiaries' rights under the Plan, and in the Option limits set forth in Section 3 as it determines to be appropriate and equitable, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Option shall always be a whole number; provided, further, that no such adjustment shall cause any Option hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of such section. b.Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date determined by the Administrator and give each Appendix C-14 Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 12.Change in Control a.Assumption or Substitution of Options. i.Unless otherwise provided by the Board, an agreement between the Company or an Affiliated Company and the Optionee or in the Notice of Grant, in the event of a Change in Control, each outstanding Option will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. ii.For the purposes of this subsection, an Option will be considered assumed if, (A) following the Change in Control, the Option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the Fair Market Value of the consideration received in the Change in Control by holders of Shares for each such Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide that the consideration to be received upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of common stock of the Company in the Change in Control; (B) any securities of the successor corporation or its Parent forming part of the substitute Option following the Change in Control are freely tradeable on a major stock exchange; and (C) the Option otherwise remains subject to the same terms and conditions that were applicable to the Option immediately prior to the Change in Control. b.Cashout of Options. Notwithstanding any provision of the Plan to the contrary, in the event that each outstanding Option is not assumed or substituted in connection with a Change in Control, the Administrator may, in its discretion, provide that each Option shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (x) the excess (if any) of the consideration paid per Share in the Change in Control over the exercise or purchase price per Share subject to the Option multiplied by (y) the number of Shares granted under the Option. Without limiting the generality of the foregoing, in the event that the exercise or purchase price per Share subject to the Option is greater than or equal to the consideration paid per Share in the Change in Control, then the Administrator may, in its discretion, cancel such Option without any consideration upon the occurrence of a Change in Control. Appendix C-15 c.Plan Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation resulting from a Change in Control. 13.Grant (a)The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. (b)In the event of any tax liability arising on account of the grant of the Options or as a result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such taxes shall be that of the Optionee alone. The Optionee shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Optionee. 14.Amendment, Modification and Termination of the Plan a.Amendment and Termination. Subject to Sections 14(b) and 14(c), the Administrator may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part. b.Shareholders’ approval. The Company shall obtain shareholders’ approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the Applicable Law. c.Effect of amendment or termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless (i) mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company or (ii) necessary or appropriate to comply with or facilitate compliance with Applicable Laws or other rules, regulations or requirements, as determined by the Administrator. 15.Compliance with Company Policies a.Clawback Policy. Options granted under the Plan, including any gain received upon exercise, shall be subject to any applicable clawback policy of the Company, as adopted by the Company from time to time, as well as to any clawback required by any Applicable Laws. b.Share Ownership Guidelines. Any Shares acquired upon exercise of an Option may need to be retained by the Optionee in order to comply with the Company’s Share Ownership Guidelines, to the extent applicable to the Optionee. Appendix C-16 16.COMPLIANCE WITH LAWS AND CONDITIONS UPON ISSUANCE OF SHARES a.Legal Compliance. Shares shall not be sold or issued pursuant to the exercise of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the French Commercial Code, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws, the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, the laws of any applicable jurisdiction in which Options are granted and any other French, U.S. or other laws applicable to the Options. b.Investment Representations. As a condition to the exercise of an Option by a U.S. Beneficiary, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 17.Liability of Company (1)Without limiting the provisions of Section 16 above, the inability of the Company to obtain authority from any regulatory body having jurisdiction or to otherwise comply with any applicable law, which authority or compliance is deemed by any counsel to the Company to be necessary for the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained or as to which such legal compliance has not been possible or practicable, and shall constitute circumstances in which the Board may determine to amend or cancel the Option, with or without consideration to the affected Beneficiary. (2)The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies was not able to exercise the Options or acquire the Shares. 18.Shareholder Approval The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under the French Commercial Code and Applicable Laws. 19.Law, Jurisdiction This Plan shall be governed by and construed in accordance with the laws of France. The relevant courts in the location of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith. The grant of Options under this Plan shall entitle the Company to require the Optionee to comply with such requirements of law as may be necessary in the opinion of the Company from time to time. Appendix C-17 Exhibit A CRITEO AMENDED 2016 STOCK OPTION PLAN
1. GENERAL 1.1 This sub-plan (the “Sub-Plan”) shall apply only to Beneficiaries who are tax residents of the State of Israel on the date of the grant of the Option, as defined below in Section 2, and are engaged by an Israeli resident Affiliate (collectively, “Israeli Beneficiaries”). The provisions specified hereunder shall form an integral part of the Criteo Amended 2016 Stock Option Plan (hereinafter the “Plan”). 1.2 This Sub-Plan is adopted pursuant to the authority of the Committee under Section 4(b)(vii) of the Plan. This Sub-Plan is to be read as a continuation of the Plan and applies to Options granted to Israeli Beneficiaries only to the extent necessary to comply with the requirements set by Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. This Sub-Plan does not add to or modify the Plan in respect of any other category of Beneficiaries. 1.3 The Plan and this Sub-Plan are complimentary to each other and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of this Sub-Plan and the Plan, the provisions set out in the Sub-Plan shall prevail to the extent necessary to comply with the requirements set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. 1.4 Any capitalized term not specifically defined in this Sub-Plan shall be construed according to the interpretation given to it in the Plan. 2. DEFINITIONS 2.1 “102 Option” means any Option intended to qualify (as determined by the Committee and/or the Israeli Option Agreement) and which qualifies as an Option under Section 102, issued to an Approved Israeli Beneficiary. 2.2 “Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Shares are then traded or listed. 2.3 “Approved Israeli Beneficiary” means an Israeli Beneficiary who is an employee, director or an officer of an Employer, excluding any Controlling Share Holder of the Company. 2.4 “Option” means any Option granted under the Plan settled in Shares and which will not be capable of being settled in cash. 2.5 “Capital Gain Option” means a Trustee 102 Option elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3) of the Ordinance. 2.6 “Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance. Appendix C-18 2.7 “Employer” means, for purpose of a Trustee 102 Option, an Israeli resident Affiliate of the Company which is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance. 2.8 “ITA” means the Israeli Tax Authority. 2.9 “Israeli Option Agreement” means the Option agreement between the Company and an Israeli Beneficiary that sets out the terms and conditions of an Option. 2.10 “Non-Trustee 102 Option” means a 102 Option granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee. 2.11 “Ordinary Income Option” means a Trustee 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance. 2.12 “Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or as hereafter amended. 2.13 “Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003. 2.14 “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended. 2.15 “Tax” means any applicable tax and other compulsory payments, such as any social security and health tax contributions under any Applicable Law. 2.16 “Trust Agreement” means the agreement to be signed between the Company, an Employer and the Trustee for the purposes of Section 102. 2.17 “Trustee” means any person or entity appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced from time to time. 2.18 “Trustee 102 Option” means a 102 Option granted to an Approved Israeli Beneficiary pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Beneficiary. 2.19 “Unapproved Israeli Beneficiary”means an Israeli Beneficiary who is not an Approved Israeli Beneficiary, including a Consultant or a Controlling Share Holder of the Company. 3. ISSUANCE OF OPTIONS 3.1 The persons eligible for participation in the Plan as Israeli Beneficiaries shall include Approved Israeli Beneficiaries and Unapproved Israeli Beneficiaries, provided, however, that only Approved Israeli Beneficiaries may be granted 102 Options. 3.2 The Committee may designate Options granted to Approved Israeli Beneficiaries pursuant to Section 102 as Trustee 102 Options or Non-Trustee 102 Options. 3.3 The grant of Trustee 102 Options shall be subject to this Sub-Plan and shall not become effective prior to the lapse of 30 days from the date the Plan has been submitted for approval by the ITA and shall be conditioned upon the approval of the Plan and this Sub-Plan by the ITA. 3.4 Trustee 102 Options may either be classified as Capital Gain Options or Ordinary Income Options. Appendix C-19 3.5 No Trustee 102 Option may be granted under this Sub-Plan to any Approved Israeli Beneficiary, unless and until the Company has filed with the ITA its election regarding the type of Trustee 102 Options, whether Capital Gain Options or Ordinary Income Options, that will be granted under the Plan and this Sub-Plan (the “Election”). Such Election shall become effective beginning the first date of grant of a Trustee 102 Option under this Sub-Plan and shall remain in effect at least until the end of the year following the year during which the Company first granted Trustee 102 Options. The Election shall obligate the Company to grant only the type of Trustee 102 Option it has elected, and shall apply to all Israeli Beneficiaries who are granted Trustee 102 Options during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting Non-Trustee 102 Options simultaneously. 3.6 All Trustee 102 Options must be held in trust by, or subject to the approval of the ITA, under the control or supervision of a Trustee, as described in Section 5 below. 3.7 The designation of Non-Trustee 102 Options and Trustee 102 Options shall be subject to the terms and conditions set forth in Section 102. 3.8 Options granted to Unapproved Israeli Beneficiaries shall be subject to tax according to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein. 4. 102 OPTION GRANT DATE Each 102 Option will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that and subject to (i) the Israeli Beneficiary has signed all documents required by the Company or Applicable Law, and (ii) with respect to any Trustee 102 Option, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the Option will be considered as granted on the date determined by the Committee as a Non-Trustee Option. 5. TRUSTEE 5.1 Trustee 102 Options which shall be granted under this Sub-Plan and/or any Shares allocated or issued upon the grant, exercise of a Trustee 102 Option and/or other Shares received following any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Beneficiaries, in accordance with the provisions of Section 102. In the event the requirements for Trustee 102 Options are not met, the Trustee 102 Options may be regarded as Non-Trustee 102 Options or as Options which are not subject to Section 102, all in accordance with the provisions of Section 102. 5.2 With respect to any Trustee 102 Option, subject to the provisions of Section 102, an Approved Israeli Beneficiary shall not sell or release from trust any Shares received upon the grant or exercise of a Trustee 102 Option and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Beneficiary. 5.3 Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares allocated or issued upon the grant or exercise of a Trustee 102 Option unless the Company, its Israeli Affiliate and the Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. 5.4 Upon receipt of any Trustee 102 Option, the Approved Israeli Beneficiary will consent to the grant of such Option under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the Trustee. Appendix C-20 6. THE OPTIONS The terms and conditions upon which Options shall be granted, issued and exercised or vested under this Sub-Plan, shall be specified in an Israeli Option Agreement to be executed pursuant to the Plan and to this Sub-Plan. Each Israeli Option Agreement shall provide, inter alia, the number of Shares to which the Option relates, the type of Option granted thereunder (i.e., a Capital Gain Options or Ordinary Income Options or Non-Trustee 102 Option or any Option granted to Unapproved Israeli Beneficiary), and any applicable vesting provisions and exercise price that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for uniformity of treatment of Israeli Beneficiaries and that the terms and conditions of Options granted to Israeli Beneficiaries need not be the same with respect to each Israeli Beneficiary (whether or not such Israeli Beneficiaries are similarly situated). The grant, vesting and exercise of Options granted to Israeli Beneficiaries shall be subject to the terms and conditions and, with respect to exercise, the method, as may be determined by the Committee (including the provisions of the Plan) and, when applicable, by the Trustee, in accordance with the requirements of Section 102. 7. ASSIGNABILITY, DESIGNATION AND SALE OF OPTIONS 7.1. Notwithstanding any provision of the Plan, no Option subject to this Sub-Plan or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such Option shall be given to any third party whatsoever, and during the lifetime of the Israeli Beneficiary, each and all of such Israeli Beneficiary’s rights with respect to an Option shall belong only to the Israeli Beneficiary. Any such action made, directly or indirectly, for an immediate or future validation, shall be void. 7.2 As long as Options and/or Shares issued or purchased hereunder are held by the Trustee on behalf of the Israeli Beneficiary, all rights of the Israeli Beneficiary over the Option and Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. 8. INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL 8.1. With regard to Trustee 102 Options, the provisions of the Plan, the Sub-Plan and/or the Israeli Option Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the said provisions shall be deemed an integral part of the Plan, the Sub-Plan and the Israeli Option Agreement. 8.2. Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to an Option pursuant to Section 102, which is not expressly specified in the Plan, the Sub-Plan or the Israeli Option Agreement, shall be considered binding upon the Company, any Israeli Affiliate and the Israeli Beneficiaries. Furthermore, if any provision of the Plan or Sub-Plan disqualifies Options that are intended to qualify as 102 Options from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the 102 Options. 9. TAX CONSEQUENCES 9.1 Any tax consequences arising from the grant, purchase, exercise or sale of any Option issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Beneficiary), hereunder, shall be borne solely by the Israeli Beneficiary. The Company and/or its Affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Beneficiary agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Beneficiary. 9.2 The Company and/or, when applicable, the Trustee shall not be required to release any Option or Shares to an Israeli Beneficiary until all required Tax payments have been fully made. 9.3 Options that do not comply with the requirements of Section 102 shall be subject to tax under Section 3(i) or 2 of the Ordinance. Appendix C-21 9.4 With respect to Non-Trustee 102 Options, if the Israeli Beneficiary ceases to be employed by the Company or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the Israeli Beneficiary shall extend to the Company and/or its Affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares, in accordance with the provisions of Section 102. 10. TERM OF PLAN AND SUB-PLAN Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all approvals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to comply with any Applicable Law, applicable to Options granted to Israeli Beneficiaries under this Sub-Plan or with the Company's incorporation documents. 12. GOVERNING LAW Solely for the purpose of determining the Israeli tax treatment of Options granted pursuant to this Sub-Plan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of law principles. * * * * * Appendix C-22 Exhibit B CRITEO STOCK OPTION GRANT AGREEMENT Part I NOTICE OF STOCK OPTION GRANT [Optionee’s Name and Address] You have been granted an Option to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2016 Stock Option Plan (the “Plan”) and this Option Agreement. The Option is governed by articles L. 225−177 and following of the French Commercial Code. The Option is not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither does it constitute an element of the Optionee’s remuneration. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Agreement.
Where the exercise of an Option, as described under Section 9(a) of the Plan, would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. In the event that you infringe the above mentioned commitment, you shall be liable for any consequences resulting from such infringement for the Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. Validity of the Options: The Option will be valid as from the Date of Grant. Vesting Schedule: Unless otherwise determined or amended by the Board, the Option may be exercised by the Optionee on the basis of the following initial vesting schedule subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to under section 1.3 of Part II of the Stock Option Grant Agreement duly initialed and signed: †1/4th (25%) of the Option as from the first anniversary of the Vesting Commencement Date, †then, 1/16th (6.25%) of the Option at the expiration of each quarter (i.e., successive 3-month period) following the first anniversary of the Vesting Commencement Date during thirty-six (36) months thereafter, and Appendix C-23 †at the latest within nine years and six month as from the Date of Grant or in case of death or Disability of the Optionee during such nine years and six months period, six (6) months as from the death or Disability of the Optionee. The number of Shares in respect of which the Option can be exercised pursuant to the above vesting schedule will always be rounded to the nearest whole number, provided however that the rounding does not result in the issuance of Shares pursuant to the exercise of an Option in an amount that exceeds the total number of Shares granted under the Option. If the Optionee fails to exercise the Option in whole or in part within the said period of nine years and six months (as may be extended to six (6) months from the death or Disability of the Optionee), the Option will lapse automatically. Termination Period: Unless otherwise decided by the Board, in case of termination of the Optionee’s Continuous Status as a Beneficiary, the portion of the Option exercisable at the time of termination may be exercised for ninety (90) days after such termination, it being specified that the other portion of the Option shall automatically expire at the time of termination. Upon the death or Disability of the Optionee, the Option may be exercised during a period of six (6) months as provided in the Plan. Save as may be provided in the Plan, in no event shall the Option be exercised later than the Term/Expiration Date as provided above. Should the Option expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. By his or her signature and the signature of the Company’s representative below, the Optionee and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Stock Option Grant Agreement. The Optionee has reviewed the Plan and this Stock Option Grant Agreement in their entirety, has had the opportunity to obtain the advice of counsel prior to executing this Stock Option Grant Agreement and fully understands all provisions of the Plan and Stock Option Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Stock Option Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. Appendix C-24 CRITEO STOCK OPTION GRANT AGREEMENT Part II TERMS AND CONDITIONS (1)Grant of Options. 1.1The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Stock Option Grant Agreement (the “Optionee”), an option (the “Option”) to subscribe for the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Option Grant Agreement, the terms and conditions of the Plan shall prevail. [If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$100,000 rule of Section 422(d) of the Code, the excess shall be treated as a Non−Statutory Stock Option.] 1.2An Option will be valid as from the Date of Grant. 1.3In the event of any tax liability arising on account of the grant of the Options or as a result of any other aspect of the Optionee’s participation in the Plan, the liability to pay such taxes shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. (2)Exercise of Options. (a)Right to Exercise. An Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Stock Option Grant Agreement, subject to the condition precedent that the Optionee shall have previously returned to the Company, by electronic delivery under the conditions set forth in Section 10 below: •Part I and Part II of the Stock Option Grant Agreement (Exhibit A), duly initialed (all pages but for the signature page) and signed (signature page). In the event of Optionee’s death, Disability or other termination of Optionee’s Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Stock Option Grant Agreement. (b)Method of Exercise. An Option is exercisable by delivery of an exercise notice, in the form available via the dedicated online platform (the “Exercise Notice”) stating the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company or in such other manner as the Company may permit. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon Appendix C-25 receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price. No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with all relevant provisions of law as set out under Section 16(a) of the Plan. Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company, and as from the date of exercise of the Option, the Optionee shall be entitled to dividends for the fiscal year during which the Option is exercised to the same extent as any other shareholder of the Company. (3)Method of Payment. Payment of the aggregate Exercise Price shall be made via the Company’s dedicated online platform. Where the exercise of an Option would lead the Company or any Affiliated Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the Shares is the sole responsibility of the Optionee according to these Terms and Conditions. (4)Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Stock Option Grant Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. (5)Term of Options. Except as provided in the Plan, an Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Stock Option Grant Agreement. (6)Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Stock Option Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive jurisdiction of the court of competent jurisdiction in the place of the registered office of the Company. (7)Tax Obligations. Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of common stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax−Related Items. Appendix C-26 Prior to exercise of the Option, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax−Related Items legally payable by Optionee from Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply with Optionee’s obligations in connection with the Tax−Related Items as described in this section. (8)Nature of Grant. In accepting the grant, Optionee acknowledges that: (a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Stock Option Grant Agreement; (b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (c)all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (d)Optionee’s participation in the Plan shall not create a right to further employment with the Company, any Affiliated Company or the Employer and shall not interfere with the ability of the Company, any Affiliated Company or the Employer to terminate Optionee’s employment relationship at any time with or without cause; (e)Optionee is voluntarily participating in the Plan; (f)the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, an Affiliated Company or the Employer, and which is outside the scope of Optionee’s employment contract, if any; (g)the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, an Affiliated Company or the Employer; (h)the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or affiliate of the Company; (i)the future value of the underlying Shares is unknown and cannot be predicted with certainty; (j)if the underlying Shares do not increase in value, the Option will have no value; (k)if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the exercise price; (l)in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option Appendix C-27 or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the Company or the Employer (for any reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and (m)in the event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded. (9)[To be included for the employees of the Israeli subsidiary: Israeli Participants: The Options are intended to be subject to tax pursuant to the trustee capital gains route of Section 102 of the Ordinance, subject to compliance with the requirements under Section 102 and any rules or regulations thereunder, including the execution of this Notice of Stock Option Grant and the required declarations. However, in the event the Options do not meet the requirements of Section 102, such Options and the underlying Ordinary Shares shall not qualify for the favorable tax treatment under the Capital Gains Route. The Company makes no representations or guarantees that the Options will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. The Options and the Ordinary Shares issued upon exercise and/or any additional rights, as detailed above, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Options (the “Additional Rights”) shall be issued to or controlled by the Trustee for your benefit under the provisions of the Capital Gains Route for at least the period stated in Section 102 or any other period of time determined by the Israel Tax Authority (“ITA”). In accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer from the Trustee the Ordinary Shares or Additional Rights until the end of the Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the Holding Period, the sanctions under Section 102 shall apply and shall be borne by you. The Company and/or member of the Group and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, the rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any member of the Group and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any member of the Group and/or the Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you, or from proceeds of the sale of any Ordinary Shares, an amount equal to any tax required by law to be withheld with respect to such Ordinary Shares. You will pay to the Company, any member of the Group or the Trustee any amount of taxes that the Company and/or any member of the Group or the Trustee may be required to withhold with respect to any Ordinary Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver any Ordinary Shares if you fail to comply with your obligations in connection with the taxes as described in this section. Any fees associated with any exercise, sale, transfer or any act in relation to the Options and the Ordinary Shares issued upon exercise, shall be borne by you. The Trustee and/or the Company and/or any member of the Group shall be entitled to withhold or deduct such fees from payments otherwise due to/from the Company or any member of the Group or the Trustee. [Security Law Exemption. If required, the Company will obtain an exemption from the requirement to file a prospectus with respect to the Options. If obtained copies of the Plan and Form S-8 registration statement for the Plan filed with the U.S. Securities and Exchange Commission will be available free of charge upon request from your local human resources department.] Appendix C-28 In addition to the acknowledgments noted above and in the Plan, you hereby understand, acknowledge, agree as follows: (i) you are familiar with the provisions of Section 102 of the Ordinance and the regulations and rules promulgated thereunder, including without limitations the provisions of the tax route applicable to your Options and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, the specific tax route may not apply; (ii) you accept the provisions of the trust agreement signed between the Company and the Trustee, and agree to be bound by its terms; (iii) you acknowledge that selling the Ordinary Shares or releasing the Ordinary Shares from the control of the Trustee prior to the termination of the Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions; (iv) you authorize the Company to provide the plan administrator and the Trustee with any information required for the purpose of administering the Plan including executing their obligations according to Section 102 of the Ordinance, the trust deed and the trust agreement, including without limitation information about your Options, Ordinary Shares, income tax rates, salary bank account, contact details and identification number and acknowledge that the information might be shared with an administrator who is located outside of Israel, where the level of protection of personal data is different than in Israel.] (10)Data Privacy. As part of the 2016 Stock option Plan, the Company processes some personal data of the Beneficiary. For this processing, the Company acts as the controller of this personal data and in accordance with the provisions of Regulation (EU) 2016/679 and, where applicable, those of Act No. 78-17 known as "Information technology & Civil Liberties", as amended, together the "Personal Data Regulation". Undefined terms used in this clause have the meaning given to them pursuant to the Personal Data Regulation. The Company processes the Beneficiary's personal data on the legal basis of the conclusion and performance of the Stock Option Grant Agreement. The purpose of the contract is to implement, administer and manage the Beneficiary's participation in the Plan. Processed personal data are those strictly necessary for the aforementioned purposes. Especially, this includes the following information: the Beneficiary's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards or any other entitlement Shares awarded, cancelled, exercised, vested, unvested or outstanding in Beneficiary's favor (the "Data"). Failure by the Beneficiary to provide certain Data could compromise the conclusion and performance of the Stock Option Grant Agreement. The Company may disclose the Data to the Employer, subsidiaries and Affiliated Companies, sub-contractors, banking and financial organizations, on a need-to-know basis. These entities may be located outside the European Union and in countries that have not been subject of an adequacy decision. If the recipients are located in other countries that do not provide an adequate level of protection for personal data, the Company will take all necessary measures and guarantees to ensure such a level and to supervise such transfers of Data in accordance with the Personal Data Regulation, in particular by implementing standard contractual clauses of the European Commission. The Beneficiary may request a copy of these guarantees by writing to the Data Protection Officer at the following address: dpo@criteo.com. In accordance with the Personal Data Regulation, where applicable, the Beneficiary has the right to access, rectify, delete, limit processing and transfer his Data. To exercise these rights, the Beneficiary may contact the Data Protection Officer at dpo@criteo.com. The Beneficiary also has the right to file a complaint with the competent supervisory authority and to communicate to the Company instructions for the storage, deletion and communication of its Data after its death. In the context of this processing, the Data will not be kept for longer than necessary for the purposes referred to in this clause. In any event, the Company will comply with the retention periods imposed by law. (11)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s acceptance to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if Appendix C-29 requested, to agree to participate in the Plan through an on−line or electronic system established and maintained by the Company or another third party designated by the Company. (12)Severability. The provisions of this Stock Option Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Thank you for accepting the Yours sincerely, CRITEO ![]() Appendix ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() About Criteo Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects 22,000 marketers and thousands of media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com criteo.com ![]() ![]() ![]() ![]() |