CRITEO SA 2023-2024 Proxy Voting Records

1. non-binding advisory vote to approve the compensation for the named executive officers of the Company,

Combines 8 wordings of this item as funds reported it.

89% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 6: The resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company, was approved, based upon the following votes:”): 49,523,781 for, 6,425,925 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 81% for, 11% against (91% of the company cast a for/against vote).

The 137 asset managers below cast 88% of the shares they voted on this item FOR (36,661,858 for, 5,074,314 against).

Showing the 25 largest of 137 asset managers. See all 137 in the interactive database.

2. approve the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code (related party transactions) (Indemnification Agreement entered into between the Company and Mr. Frederik van der Kooi),

Combines 3 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 10: The resolution approving the Indemnification Agreement entered into between the Company and Mr.”): 55,871,970 for, 11,630 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

3. approve the allocation of profits for the fiscal year ended December 31, 2023,

Combines 2 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 9: The resolution approving the allocation of profits for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”): 55,932,426 for, 4,363 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

4. approve the consolidated financial statements for the fiscal year ended December 31, 2023,

Combines 2 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 8: The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”): 55,732,696 for, 3,549 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

5. approve the maximum number of shares that may be issued or acquired pursuant to the sixteenth resolution of the Shareholders' Meeting dated June 13, 2023 (authorization to grant options to purchase or to subscribe shares), the Fifteenth resolution herein (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries) and the Sixteenth r

Combines 4 wordings of this item as funds reported it.

88% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 17: The resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 16 of the Annual General Shareholders' Meeting dated June 13, 2023 (authorization to grant options ”): 49,003,103 for, 6,938,806 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 80% for, 11% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 45.6% of the shares they voted on this item FOR (3,975,709 for, 4,747,338 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

6. approve the statutory financial statements for the fiscal year ended December 31, 2023,

Combines 2 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 7: The resolution approving the statutory financial statements for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”): 55,732,251 for, 3,694 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

7. 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,

Combines 2 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 11: The resolution delegating authority to the board of directors of the Company (the "Board of Directors") to execute a buyback of Company stock in accordance with the provisions of Article L.”): 55,890,065 for, 36,426 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,723,047 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

8. authorize 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, without shareholders' preferential subscription rights,

Combines 4 wordings of this item as funds reported it.

67% fund support · no official result

The 33 asset managers below cast 67% of the shares they voted on this item FOR (5,801,678 for, 2,913,809 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

9. authorize 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 rights,

Combines 4 wordings of this item as funds reported it.

67% fund support · no official result

The 33 asset managers below cast 67% of the shares they voted on this item FOR (5,801,678 for, 2,913,809 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

10. 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,

Combines 3 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 13: The resolution delegating authority to 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.”): 55,928,365 for, 22,564 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,723,047 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

11. 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,

Combines 3 wordings of this item as funds reported it.

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 12: The resolution delegating authority to 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 bac”): 55,929,976 for, 20,918 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,723,047 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

12. 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 (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders' preferential subscription rights,

Combines 3 wordings of this item as funds reported it.

95% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 20: The resolution delegating 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 publi”): 53,064,190 for, 2,875,235 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 87% for, 5% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 68% of the shares they voted on this item FOR (5,912,190 for, 2,810,857 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

13. 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, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders' preferential subscription rights,

Combines 3 wordings of this item as funds reported it.

95% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 18: The resolution delegating 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, for the benef”): 53,198,438 for, 2,741,568 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 87% for, 4% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 69% of the shares they voted on this item FOR (6,003,017 for, 2,720,030 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

14. 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, while preserving the shareholders' preferential subscription rights,

Combines 4 wordings of this item as funds reported it.

94% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 19: The resolution delegating 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, while preserv”): 52,701,994 for, 3,237,191 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 86% for, 5% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 69% of the shares they voted on this item FOR (6,003,017 for, 2,720,030 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

15. 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'epargne d'entreprise), without shareholders' preferential subscription rights, and

Combines 5 wordings of this item as funds reported it.

99.0% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 22: The resolution delegating 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 m”): 55,407,247 for, 532,071 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.9% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 99.9% of the shares they voted on this item FOR (8,715,487 for, 7,560 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

16. delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to the Eighteenth resolution, Nineteenth resolution and Twentieth resolution above ("green shoe"),

Combines 4 wordings of this item as funds reported it.

94% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 21: The resolution delegating authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential s”): 52,790,478 for, 3,141,045 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 86% for, 5% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 69% of the shares they voted on this item FOR (5,995,457 for, 2,720,030 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

17. 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,

Combines 2 wordings of this item as funds reported it.

94% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 14: The resolution delegating 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 was approved, based upon t”): 52,709,940 for, 3,290,270 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 86% for, 5% against (92% of the company cast a for/against vote).

The 33 asset managers below cast 69% of the shares they voted on this item FOR (6,003,017 for, 2,720,030 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

18. renew RBB Business Advisors as statutory auditor,

Combines 2 wordings of this item as funds reported it.

99.8% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 5: The resolution renewing the term of office of RBB Business Advisors as statutory auditor was approved, based upon the following votes:”): 55,828,466 for, 64,121 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.2% against (91% of the company cast a for/against vote).

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

19. renew the term of office of Mr. Edmond Mesrobian as Director,

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

20. renew the term of office of Ms. Marie Lalleman as Director,

Combines 3 wordings of this item as funds reported it.

99% fund support · no official result

The 33 asset managers below cast 99% of the shares they voted on this item FOR (8,605,298 for, 110,189 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

21. renew the term of office of Ms. Megan Clarken as Director,

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

The 33 asset managers below cast 100% of the shares they voted on this item FOR (8,715,487 for, 0 against).

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

22. approve the overall limits pursuant to the Eighteenth resolution to the Twenty-second resolution above.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

The 24 asset managers below cast 100% of the shares they voted on this item FOR (6,713,799 for, 0 against).

23. appoint Mr. Ernst Teunissen as Director,

100% fund support · no official result

The 18 asset managers below cast 100% of the shares they voted on this item FOR (6,121,326 for, 0 against).

24. Appoint Ernst Teunissen as Director

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

The 17 asset managers below cast 100% of the shares they voted on this item FOR (2,594,161 for, 0 against).

25. Approve the overall limits pursuant to Resolution 18 to Resolution 22 above

99.9% Passed · of votes cast

CRITEO SA’s own tally for this item (“Proposal 23: The resolution approving the overall limits pursuant to Resolution 18 to Resolution 22 was approved, based upon the following votes:”): 55,918,877 for, 12,124 against — passed, per its Form 8-K (Item 5.07). Of all 61,181,001 outstanding shares: 91% for, 0.1% against (91% of the company cast a for/against vote).

The 11 asset managers below cast 100% of the shares they voted on this item FOR (2,009,248 for, 0 against).