ITEM 1.01 Entry Into a Material Definitive Agreement.




On December 28, 2021, Criteo S.A. (the "Company") entered into an Amended and
Restated Deposit Agreement (the "Amended Deposit Agreement") to the Deposit
Agreement dated October 15, 2013, by and among the Company, the Bank of New York
Mellon as depositary (the "Depositary") and the holders of the Company's
American Depositary Shares (the "ADSs") and updated the form of ADSs issued
under the Amended Deposit Agreement.

The Amended Deposit Agreement provides, among other things, that in certain
circumstances if an ADS holder fails to provide voting instructions for a matter
to be voted on at a meeting of the Company's shareholders, the Depositary shall
deem that ADS holder to have instructed the Depositary to give a discretionary
proxy to a person designated by the Company to vote the deposited securities
represented by such holder's ADSs as to any matter on the meeting's agenda and
against any matter subsequently added to such agenda, including during such
meeting, in accordance with applicable French law. Notably, the aforementioned
change was made to restore our voting practices as they were prior to the
adoption of the Plan d'Action pour la Croissance et la Transformation des
Entreprises (PACTE) law in France.

The foregoing description of the Amended Deposit Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of the Amended Deposit Agreement, a copy of which is filed as Exhibit 4.1 to
this Current Report on Form 8-K, and which is incorporated herein by reference.


ITEM 3.03   Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits


Exhibit
Number                   Description
  4.1                      Amended and Restated Deposit Agreement, dated as

of December 28, 2021, among the Company, the Bank of New York Mellon,


                         as depositary, and all owners and holders from

time to time of American Depositary Shares issued thereunder 4.2

                      Form of American Depositary Share (included in Exhibit 4.1)
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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