Criteo S A : Combined Shareholder’s Meeting Brochure

Management Report From The Board

Of Directors On The Statutory Annual

Accounts And The Consolidated

Financial Statements

Fiscal year ending December 31, 2023

Contents

Management Report

Presentation of Criteo Group and Criteo S.A. operations

Group's operations during the latest financial year

Founded in 2005, Criteo S.A. is a French technology company, headquartered in Paris and listed on NASDAQ, with a strong presence worldwide. The Company began its commercial activities in France in 2007 and have since expanded its business into Western Europe, North America (in 2009), and the Asia- Pacific region (in 2010). Several acquisitions over the years, such as HookLogic, Inc. in 2016, Mabaya in 2021, Iponweb in 2022 and more recently Brandcrush in 2023, have supported the company's growth and allowed us to steadily develop our offering and market presence.

Criteo is a global technology company driving superior commerce outcomes for marketers and media owners through the world's leading Commerce Media Platform. It operates in commerce media, the future of digital advertising leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Criteo's vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice - powered by trusted and impactful advertising. Criteo accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying its business into new solutions.

Criteo enables brands', retailers' and media owners' growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $29 billion of commerce outcomes for our clients - in the form of product sales for retailers, brands and marketers and advertising revenues for media owners. Criteo differentiates itself by delivering the best performing commerce audiences at scale and it delivers this value by activating commerce data in a privacy-by- design way through proprietary AI technology to reach and engage consumers in real time with highly relevant digital advertisements ("ads") based on shared characteristics across all stages of the consumer journey. Criteo's data offers deep insights into consumer intent and purchasing habits.

Criteo's focus is on commerce media. As of December 31, 2023, the Company served approximately 18,000 clients including many of the largest and most sophisticated consumer brands, retailers, commerce companies and media owners in the world. Criteo partners with them to capture user activity on their websites and mobile applications ("apps"), which is defined as digital properties, and leverage that data to deliver superior ad performance to help marketers, brands and agencies reach their campaign objectives from top to bottom of the marketing funnel. This includes powering the retail media ecosystem as Criteo enables brands to reach shoppers with relevant ads near the digital point of sale on retailer and marketplace websites while enabling retailers to monetize their ad inventory and add a new, high margin revenue stream. In each of the last three years, Criteo's average client retention rate, as measured on a quarterly basis, was approximately 90%.

Criteo has established its leading market position in commerce media by focusing on three key assets that differentiate it: actionable commerce data, extensive media access, and world-class predictive AI technology. Criteo's large dataset is uniquely focused on commerce and shoppers, its media access

across its broad direct network of media owner partners provides large consumer reach, as it sees over 700 million daily active users and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for its clients. Criteo continuously innovates, broadens its reach and leverages and strengthens Criteo's Buyer Index, one of the world's biggest privacy-compliant data sets built through collaboration within its open ecosystem of marketer and media owner clients. Criteo's Buyer Index uses shopper intent data mapped to contextual signals to drive superior marketing outcomes.

Since 2018, and accelerating since 2020, Criteo has deeply transformed itself and is now a multi-solution Commerce Media platform provider. The Criteo Commerce Media Platform is the only unified platform that directly connects advertisers with retailers and publishers on the open internet. Criteo offers marketer and media owner clients a single platform for first-partydata-based marketing and monetization, that provides a holistic suite of solutions, powered by AI technology and activates the world's largest set of commerce data. Criteo's technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for its brand, retailer and media owner clients. These include, for example, driving engagement for its clients' brand, shop, app, products and services, driving product sales, driving app installs and consumer visits, driving product consideration from targeted commerce audiences, or driving advertising revenue for media owners and retailers by monetizing their data and audiences with consumer brands.

Criteo reports its business results as three operating and reportable segments: Marketing Solutions, Retail Media and Iponweb.

• Marketing Solutions: This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments. The revenues of this segment for the year 2023 amounted to €1,496.0 million vs €1,675.2 million in 2022.
• Retail Media: This segment allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals. The revenues of this segment for the year 2023 amounted to €193.2 million vs €192.3 million in 2022.
• Iponweb: This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms. The revenues of this segment for the year 2023 amounted to €113.2 million vs €51.6 million in 2022.

In accordance with Article L. 225-100-1. I. 4° of the French Commercial Code, all the internal control and risk management procedures relating to the preparation and processing of accounting and financial information have been implemented.

Except where the context otherwise requires, all reference in this Management Report to "Criteo", or the "Group" are to Criteo S.A. and its subsidiaries, taken together, and all reference to the "Company" are to Criteo S.A.

Activity of subsidiaries and controlled companies

The following table presents the results of the Company's subsidiaries for the fiscal year ended December 31, 2023.

The revenue of the Group for the 2023 financial year amounted to €1,802.5 million, a decrease of 6% compared to 2022.

Operational income amounted to €66.1 million in comparison to €25.0 million and the net consolidated income amounted to €45.5 million in comparison to €11.1 million. In both cases, the improvement is mainly driven by the increase in gross profit due to the growth in Retail Media and the contribution from Iponweb, which was partially offset by a decline in Marketing Solutions.

The €3.9 million financial and other expenses for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange, including end of year non-cashmarked to market , the accretion of earn-outliability related to Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility (RCF). At December 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

Tax expenses amounted to €16.7 million. This is mainly the result of €40.4 million in current taxes and in deferred taxes for €(23.6) million. The main elements of the Group's taxes are presented on note 10 of the notes to the consolidated accounts.

The consolidated net profit attributable to the Criteo S.A. shareholder was a profit of €44.2 million (vs €9.3 million in 2022); the minority interests' share was €1.3 million.

Consolidated statement of position (balance sheet)

The total amount of the consolidated balance sheet was €2,195.6 million at the end of 2023 and is comprised of:

• Non-currentassets amounted to €979.2 million, in comparison to €1,019.4 million in 2022 and were mainly goodwill for €474.4 million and intangible assets for €163.7 million.
• Current assets amounted to €1,216.3 million and were mainly external accounts receivable for €701.9 million and cash for a total of €304.0 million.
• Group equity amounted to €970.6 million, including the Group's profit for the period for €44.2 million in comparison to €982.6 million in 2022
• Current liabilities amounted to €1,069.1 million and were mainly comprised of payables to external suppliers for an amount of €760.2 million and other current liabilities for an amount of €257.4 million.

Consolidated cash position and funding

Cash and cash equivalents include liquid assets and interest-bearing current accounts. These elements classified under cash are used to fund the Group's operations.

Criteo holds investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition, presented as non-current assets.

As of December 31, 2023, the Group's cash and cash equivalents were €304.0 million vs €326.5 million in 2022. The Group had no bank overdraft as of December 31, 2023.

The variations and main elements of the cash and cash equivalents are presented in note 19 of the consolidated financial accounts.

Criteo is party to a revolving credit facility agreement ("RCF") with a syndicate of banks which allows the Group to draw up to €407.0 million. The RCF is unsecured and contain customer events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness.

In November 2023, Criteo updated certain terms of its €407.0 million RCF to a €407.0 million sustainability-linked credit facility, the framework for which was provided for in the initial credit facility agreement. Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement remains unchanged.

The Group also has short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. Criteo is authorized to draw up to a maximum of €21.5 million in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2023, Criteo had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one-month EURIBOR rate or three-month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, Criteo's banks have the ability to terminate such facilities on short notice.

At December 31, 2023, no amount was drawn under the RCF and Criteo was in compliance with the required leverage ratio.

Commitments and contingencies

As of December 31, 2023, the Group had €58.8 million of other non-cancellable contractual obligations, primarily related to software licenses, maintenance and €1.8 million bandwidth for the servers.

Criteo S.A. results

The annual financial statements for the financial year ended December 31, 2023, which we are submitting for your approval, including the balance sheet, the income statement, and the accompanying notes to the financial statements, have been prepared in accordance with the French standards following group principles and methodology and in line with the presentation rules and appraisal methods provided by current regulations.

Income statement

During the financial year that ended on December 31, 2023, the Company generated net revenue of €36.0 million compared to €25.3 million in the previous financial year.

Other operating income amounted to €203.2 million compared to €199.5 million in the previous financial year.