ITEM 1.01 Entry into Material Agreement.





As previously disclosed, on December 22, 2021, Criteo S.A. (the "Company")
entered into a Framework Purchase Agreement (the "Purchase Agreement"), by and
among the Company, IPONWEB Holding Limited ("IPONWEB"), Exezars Limited (a
subsidiary of IPONWEB and collectively with IPONWEB, the "Sellers"), Mr. Ljubisa
Bogunovic, in his capacity as trustee of the "IW General Management Trust" (the
"Trustee") and Mr. Boris Mouzykantskii, founder and Chief Executive Officer of
IPONWEB (the "Founder"). The Purchase Agreement contemplated the acquisition of
the business of IPONWEB by the Company (the "Acquisition").

On August 1, 2022, the Company, Sellers, Trustee and Founder entered into an
amended and restated Framework Purchase Agreement (the "A&R Purchase
Agreement"), amending and restating the Purchase Agreement, to reflect revisions
to its structure, including to exclude IPONWEB's subsidiary in Russia, to
account for laws and regulations adopted around the world in connection with
Russia's invasion of Ukraine and to reflect the change in the macro-economic and
geopolitical environment since its execution.

The Company is funding the purchase price of the Acquisition with (i)
approximately $180 million of cash on hand, which is subject to certain
adjustments including for working capital, other current assets and current
liabilities and net indebtedness and (ii) treasury shares of the Company
corresponding to a total value at closing of approximately $70 million, in an
amount which shall not exceed 4.9% of the Company's share capital and voting
rights. The A&R Purchase Agreement, also provides for contingent consideration
payable in cash to the Founder in an amount up to $100 million, conditioned upon
the achievement of certain net revenue targets by the Company for the 2022 and
2023 fiscal years (the "Contingent Consideration").

Consummation of the Acquisition, which occurred on August 1, 2022, was subject
to receipt of antitrust clearance in the United States, as well as certain other
customary conditions to closing. The A&R Purchase Agreement also contains
customary representations and warranties, as well as customary covenants. Under
the A&R Purchase Agreement, following consummation of the Acquisition, Sellers
are obligated to transfer certain employees of IPONWEB's Russian subsidiary,
which was not acquired by the Company, to certain entities acquired by the
Company pursuant to the Acquisition no later than June 30, 2023 (the "Specific
Reorganization").

Pursuant to the terms of the A&R Purchase Agreement, the Sellers, the Trustee
and the Founder shall indemnify the Company for, among other things, losses
arising as a consequence of breaches of representations and warranties or
certain other specified matters, including the Specific Reorganization, which
indemnification obligations are secured by escrowed funds.

The foregoing description of the A&R Purchase Agreement is qualified in its entirety by reference to the full text of the A&R Purchase Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference in its entirety.



The A&R Purchase Agreement has been filed to provide actual and potential
security holders of the Company with information regarding its terms. It is not
intended to provide any other factual information about the Company, IPONWEB or
their respective subsidiaries and affiliates. The A&R Purchase Agreement
contains or references various representations, warranties and covenants by the
parties to the A&R Purchase Agreement. These representations, warranties and
covenants were made solely for the benefit of the other parties to the A&R
Purchase Agreement and (i) are not intended to be treated as categorical
statements of fact, but rather as a way of allocating risk to one of the parties
if those statements prove to be inaccurate, (ii) may have been qualified by
confidential disclosure schedules or other documents that were delivered to the
other party in connection with the A&R Purchase Agreement and which contain
information that modifies, qualifies and creates exceptions to the
representations, warranties and covenants set forth in the A&R Purchase
Agreement, (iii) may be subject to standards of materiality applicable to the
parties that differ from what might be viewed as material to stockholders and
(iv) were made only as of the date of the A&R Purchase Agreement or such other
date or dates as may be specified in the A&R Purchase Agreement. Moreover,
information concerning the subject matter of the representations, warranties and
covenants may change after the date of the A&R Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures
by the Company. Accordingly, you should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the
. . .

ITEM 2.01 Completion of Acquisition of Disposition of Assets.

On August 1, 2022, following entry into the A&R Purchase Agreement, the Company completed the Acquisition. The information set forth in Item 1.01 is incorporated herein by reference in its entirety.




ITEM 2.02    Results of Operations and Financial Condition



On August 3, 2022, the Company issued a press release and will hold a conference
call regarding its financial results for the quarter ended June 30, 2022. A copy
of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the
press release and the conference call. A reconciliation of these non-GAAP
financial measures to the most comparable GAAP financial measures is contained
in the attached Exhibit 99.1 press release.


ITEM 5.03  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On July 30, 2022, the Board of Directors of the Company amended and restated the
By-laws (statuts) of the Company, effective immediately. Article 6 of the
By-laws has been amended to provide that, as of July 30, 2022, the Company has a
share capital of €1,624,036.40, divided into 64,961,456 shares with a par value
of €0.025 each, decreased from €1,647,083.675, divided into 65,883,347 shares
with a par value of €0.025 each. The foregoing description is qualified in its
entirety by the amended By-laws, the English translation of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure.



On August 3, 2022, the Company issued a press release announcing the completion
of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to
this report.


ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits


Exhibit
Number                    Description
  2.1                       Amended and Restated Framework Purchase Agreement, dated as of     Augus    t 1    , 2022, by and among the Company,
                          Sellers, Mr. Ljubisa Bogunovic in his capacity as

trustee of the "IW General Management Trust" and Mr. Boris


                          Mouzykantskii*
  3.1                       Update to By-laws (statuts) of Criteo S.A. (English Translation)
  99.1                      Press Release dated August 3, 2022
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)

* Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

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