ITEM 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2022, Criteo S.A. (the "Company") held its 2022 Annual Combined General Meeting of Shareholders (the "2022 Annual General Meeting"). The number of votes cast for and against and the number of abstentions with respect to each matter voted upon at the 2022 Annual General Meeting are set forth below. Because none of the matters voted upon at the 2022 Annual General Meeting were considered "routine" under relevant stock exchange rules, brokers were not permitted to exercise discretion with respect to any matter; accordingly, there were no broker non-votes with respect to any matter. Resolution 6 received the greatest number of votes among the three say-on-frequency proposals presented as Resolutions 6 through 8 and is considered the preference of the shareholders. In light of this vote, the board of directors of the Company (the "Board of Directors") has determined that the Company will hold an advisory vote to approve executive compensation on an annual basis until the next required say-on-frequency vote.

1.The resolution renewing the term of office of Ms. Megan Clarken as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 58,690,754       946,902        133,450

2.The resolution renewing the term of office of Ms. Marie Lalleman as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 54,927,858      4,693,389       149,859

3.The resolution renewing the term of office of Mr. Edmond Mesrobian as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 58,251,036      1,368,538       151,532

4.The resolution renewing the term of office of Mr. James Warner as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 54,125,956      5,497,176       147,974

5.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:


 Voted For     Voted Against    Abstained
 58,371,869      1,310,661       88,576

6.The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every year was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,674,576       20,689         75,841

7.The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every two years was not approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 12,641,234     47,040,276       89,596

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8.The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every three years was not approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 12,641,062     47,037,676       92,368

9.The resolution approving the statutory financial statements for the fiscal year ended December 31, 2021 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,692,936        1,897         76,273

10.The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2021 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,694,192        1,648         75,266

11.The resolution approving the allocation of profits for the fiscal year ended December 31, 2021 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,625,587        3,775         141,744

12.The resolution delegating authority to 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 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,506,097       81,583         183,426

13.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 back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,619,773       12,848         138,485

14.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. 225-208 of the French Commercial Code was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,616,382       14,812         139,912

15.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 the following votes:


 Voted For     Voted Against    Abstained
 54,717,968      4,793,615       259,523

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16.The resolution approving the maximum number of shares that may be issued or acquired pursuant to the authorizations given to the Board of Directors by the Annual General Shareholders' Meeting dated June 25, 2020 to grant OSAs (options to subscribe for new Ordinary Shares) or OAAs (options to purchase Ordinary Shares), and to grant time-based restricted stock units (Time-Based RSUs) and performance-based restricted stock units (Performance-Based RSUs) pursuant to resolutions 16 to 18 of the Annual General Shareholders' Meeting dated June 25, 2020 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 47,064,727     12,567,729       138,650

17.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 benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders' preferential subscription rights was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,599,243       30,039         141,824

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, while preserving the shareholders' preferential subscription rights was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 54,644,699      4,984,783       141,624

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, through a public offering, without shareholders' preferential subscription rights was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,586,506       41,020         143,580

20.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 without shareholders' preferential subscription rights pursuant to items 17 to 19 above ("green shoe") was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 54,810,471      4,807,354       153,281

21.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 members of a Company savings plan (plan d'épargne d'entreprise) was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,404,096       230,274        136,736

22.The resolution approving the overall limits on the amount of Ordinary Shares to be issued pursuant to items 17 to 19, 21 above and 24 below was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,616,194       14,953         139,959

23.The resolution delegating authority to the Board of Directors to decide on any merger-absorption, split or partial asset contribution pursuant to the provisions of Article L. 236-9 II of the French Commercial Code was not approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 34,488,177     24,711,897       571,032

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24.The resolution delegating authority to the Board of Directors to increase the Company's share capital by way of issuing shares or securities giving access to the Company's share capital in the scope of a merger-absorption decided by the Board of Directors pursuant to item 23 above was not approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 34,645,602     24,565,520       559,984

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ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits


Exhibit
Number          Description
104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

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