Criteo S A : 101 - as of January 2021

Criteo 101

Investor Presentation

January 2021

Safe Harbor Statement

This presentation contains "forward-looking"statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, projections, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition and other actions by our counterparties. Importantly, at this time, the COVID-19 pandemic is having a significant impact on Criteo's business, financial condition, cash flow and results of operations. There are significant uncertainties about the duration and extent of the impact of the virus. The dynamic nature of these circumstances means that what is said in this presentation could materially change at any time.

Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipates," "believes,"

"could," "seeks," "estimates," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management's beliefs and assumptions only as of the date of this presentation, and nothing in this presentation should be regarded as a representation by any person that these beliefs or assumptions will take

place or occur. You should read the Company's most recent Annual Report on Form 10-K filed on March 2, 2020, and in subsequent Quarterly

Reports on Form 10-Q, including the Risk Factors set forth therein and the exhibits thereto, as well as future filings and reports by the Company, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

This presentation includes certain non-GAAP financial measures as defined by SEC rules. As required by Regulation G, we have provided a

reconciliation of those measures to the most directly comparable GAAP measures, which is available in the Appendix slides. Reconciliations also

are available in our earnings release for the third quarter of 2020, which is available on our website at www.criteo.com.

2

Stock Information & Key Financials

Ticker:CRTO

Stock Exchange:

NASDAQ Global Market

CUSIP:226718104

Shares issued*:

66.1M

Share capital structure*:

Founders, NEOs, Management & Employees

6%

Treasury stock

9%

Free float

85%

FY 2019 Financials

Revenue:	$2,262M, +1%**
Revenue ex-TAC:	$947M, +0.3%**
Adjusted EBITDA:	$299M, -7%**
Adjusted EBITDA margin:	32% of Revenue ex-TAC
Free Cash Flow:	$125M, 42% of adj. EBITDA

Revenue ex-TAC by Solutions (Q3 2020)

New solutions

19%

Core solution

81%

3 * As of September 30, 2020

• At constant currency

To power the world's

MARKETERS

with trusted and

impactful advertising

Differentiated Assets Uniquely Position Us for Success

Shopper	Reach	Retail
Data		Media

Insights &	Global Presence
Measurement	& Financial Profile

Shopper Graph	Exclusive access to
aggregates $2B daily	large retailers'
online sales across 4B	on-site inventory and
product SKUs	1st-party data

Unique opportunities for brands to advertise on retailers' on-site media

Profitable revenue

Ability to measure	20,000+ clients
against product sales at	across 100+ markets
Product SKU level	worldwide
Commerce Insights to	Solid

ID Graph with matched	Preferred access to	generation for large
non-cookie identifiers for	5,000 premium	retailers
over 2.5B users globally	publishers on Open
	Internet	Industry first self-service
		transparent Retail Media
		Platform

bring together organic	margin and cash flow
shopping data with	generation
paid media metrics	with strong
	Balance Sheet

5

Criteo's Global Executive Leadership Team

Megan Clarken	Sarah Glickman	David Fox	Geoffroy Martin
CEO	CFO	Chief Commercial Officer	EVP and GM,
		& Chief Development Officer	Growth
			Portfolio

Diarmuid Gill	Ryan Damon	Denis Collin	Matthijs Van Geldere
Chief Technology	General	EVP, People	Chief Transformation
Officer	Counsel		Officer

Todd Parsons

Chief Product

Officer

Brendan McCarthy

Chief Marketing

Officer

6

Investment Thesis

Compelling	Large market	Competitive moats		Proven	Attractive
Mission	$60B+ market	Shopper Data	track-record	financial profile
Power the	opportunity	Reach		High	client	High profitability
world's			retention	Strong balance
	Retail Media
marketers with
trusted and		Insights & Measurement				sheet, cash flow
				and financial
impactful		Global Presence
				liquidity
advertising

7

Vision & Strategy

Powerful Secular Trends Support Our Vision

1

ecommerce

is Booming

• Ecommerce expected to grow from 16% of global sales today to 23% in 2023
• Open Internet retailers represent ~40% of global ecommerce
• COVID has accelerated the use of the Open Internet for product search and shopping

2

Trade Marketing

Shifts to Digital

• Digital Trade Marketing grew 82% CAGR between 2016-2019
• $23B global market in 2020
• Brands expected to accelerate shift with boom in ecommerce
• 92% of brands say their growth depends on retail media advertising*

3

Adtech Remains Key

for Brands and Retailers

• Media owners depend more on
  Adtech to monetize audiences in an identity-restrictedworld
• Retailers and brands rely on digital marketing to deliver audience reach, sales and loyalty
• Emergence of big retailers as the new media moguls online

Sources: 451 Research, Digital Commerce 360, eMarketer, Forbes, GeekWire, Internet Retailer, Marketplace Pulse, Retail Dive, TechCrunch, UBS, BMO Capital Markets, GroupM, IAB, Magna Global,

9 RBC Capital Markets, company filings and press releases, Criteo

• Forrester Consulting, "Consumer Product Brands: It's Time to Take Control of Your Retail Media Destiny", October 2020

Marketers Need Better Commerce Media

Marketers Needs

Market Dynamics

Solving for…

• Understand the consumer path to purchase
• Target and Reach the right consumers at scale

• Marketers heavily rely on Walled Gardens for advertising
• Transparency not always up to Brands and Retailers standards

• Commerce outcomes

• Activating the right data to …

… connect the right

consumer to the right product

on the right media at the right

step of the buyer journey

• Drive Customer Lifetime Value	VS.
 Growing privacy issues around
	targeting for advertising
• Measure impact and demand
accountability for every $ spent	 White space exists for Commerce
	Media on Open Internet

• Privacy-focused transparent

single platform for digital

marketing

Connect commerce data and media to change how commerce is done.

10

We Will Lead Commerce Media for Brands and Retailers

Marketers Needs

• Understand the consumer path to purchase
• Target and Reach the right consumers at scale
• Drive Customer Lifetime Value
• Measure impact and demand accountability for every $ spent

We Can…

• expand our business deeper into ecommerce
• focus even more on commerce-drivenads
• extend reach for brands on open Internet
• embrace identity
• provide deep
  Commerce Insights

Value Proposition

• Commerce insights on every consumer journey
• Targeting and Retargeting for Commerce - maximizing ROI
• Broad reach across Retail Media and Open Internet
• Full-funnelmeasurement
• Privacy-focused1P media network

Enable brands' and retailers'

business growth through Commerce Media.

11

Differentiated Assets Uniquely Position Us for Success

Shopper	Reach	Retail
Data		Media

Insights &	Global Presence
Measurement	& Financial Profile

Shopper Graph	Exclusive access to
aggregates $2B daily	large retailers'
online sales across 4B	on-site inventory and
product SKUs	1st-party data

Unique opportunities for brands to advertise on retailers' on-site media

Profitable revenue

Ability to measure	20,000+ clients
against product sales at	across 100+ markets
Product SKU level	worldwide
Commerce Insights to	Solid

ID Graph with matched	Preferred access to	generation for large
non-cookie identifiers for	5,000 premium	retailers
over 2.5B users globally	publishers on Open
	Internet	Industry first self-service
		transparent Retail Media
		Platform

bring together organic	margin and cash flow
shopping data with	generation
paid media metrics	with strong
	Balance Sheet

12

Our Transformation Is Already Generating Results

Criteo's assets enhancing partner solutions are growing 53% YTD and represent ~20% of the business

Criteo Commerce

Media Platform

Global Leader in Retargeting

Display

Retargeting

Media arbitrage business model

2005 - 2016

Leading Performance-Based

Advertising Platform

Display

Video/CTV/Native NEW

Retail Media +60% YTD

Retargeting

+50% YTD

Audience Advertising

Omnichannel

+120% YTD

Share of media spend

2017 - 2020

Analytics & Insights

Display

Video/CTV/Native

Social/Search

Retail Media

Retail Media Extension

Retargeting

Audience Advertising

Omnichannel, Contextual,

Interest audiences

Platform

2021 onwards

Privacy-focused 1P Media Network

13

Why We Will Succeed

• Global reach with 20,000+ advertisers across 100+ countries
• Extensive Shopper data and 1st-partymedia network
• New growth engines already representing ~20% of our business today, growing at 50%+
• Solid product roadmap surrounding the identity challenge
• Massive ecommerce tailwinds, increasing TAM, superior commerce marketing assets
• Strong balance sheet and reinvestment strategy to further transform our business
  Position Criteo for sustainable growth building on strengths in Commerce Media

14

Commerce Media Platform

Criteo Commerce Media Platform

Advertisers

Web

App

Store

Self-registration & Billing

Onboarding & Integration

Lookalike Finder	Product
Recommendations

Solutions

Marketing Goals

Awareness

Consideration

Conversion

Management Center

AI Engine

Retailers

Supply-side

Advertising Technology

Campaign Creation &

Management

Dynamic Creative

Optimization+

Brands

Buy-side

Advertising Technology

Insights & Analytics

Predictive Bidding

$900B+	2.5B
eCommerce Sales	Users in ID Graph

Shopper Graph

120+	10B+
Intent signals/shopper	Products & Services

16

Marketing Solutions

Full-funnel capability addresses the entire customer journey

	Awareness	Consideration	Conversion
Marketing Goals	Generate interest in your	Get people to consider your	Encourage interested
products or services	products or services	people to purchase
	Brand Awareness	Traffic: Web, App	Conversion: Web, App
Ad Objectives
	Video Views	App Installs	Store Conversions
	Reach	Visits
Optimization			Purchase (Conversions)
	Views	Installs

17

Retail Media

Full-funnel capability addresses the entire customer journey

Supply

Supply-side Advertising Technology

Standard

Commerce Display

Sponsored Products

Flexible range of targeting and creative options

Demand

18

Criteo Shopper Graph

Criteo Shopper Graph: The World's Largest Set of Shopper Data

A Unique Understanding of the Customer Journey

Exclusive Shopping Intent Data

Identity Graph

Stitches together device IDs across

billions of user timelines

2.5B users in ID graph, matched cross-device and same device

Deterministic Foundation >60% match rate

Shopper

Graph

Intent Map

Finds patterns of behavior & listens

to signals of intent

13B+ advertiser & publisher events captured

120+ intent signals per shopper

20

Criteo Identity Graph

Stitches together device identifiers across billions of user timelines

Criteo's Advantages

~70% of clients participate 2.5B users in ID Graph Global Coverage

Persistent

98% of Criteo IDs also contain long-term identifiers such as hashed emails or app identifiers besides cookies

Shopper

Graph

Open, transparent, secure, fair	Participation
Encrypted and double-hashed	Opt-in by sending hashed
personal identifiable information (PII)	identifiers via OneTag or App
Access at no additional cost	Events SDK

21

Criteo Intent Map

Finds patterns of behavior and listens to signals of intent

Criteo's Advantages

Access to 10B+ products

Large consumer reach worldwide

Understand performance of product attributes

120+ shopping intent signals evaluated per shopper

21B product interactions per month

600TB daily shopper data

Open, transparent, secure, fair

Data isolated unless opt-in

All data anonymized

No free riders

Contribution capped at 15% of pool Access at no additional cost

Participation

Opt-in to share anonymized data Opt-out to use client data only

Shopper

Graph

22

Shopper Graph Guiding Principles

Central to our approach of the open Internet, and different from what clients may experience with walled-gardens, the design and governance of the Shopper Graph is based on strict and differentiated guiding principles:

Openness	Fairness
All clients contributing	The value gained by
data can in return benefit	participating clients
from the collective	largely exceeds their
dataset, access Criteo IDs	individual contribution to
and relevant KPIs of their	the graph
campaigns

Transparency

Clients' contribution and

sharing of data are based on a clear and permission-based usage by Criteo for the mutual benefits of all participants

Security

We apply the highest data security and user privacy standards to the Shopper Graph

23

AI Engine

Proven Machine-Learning Technology

Shopper-level optimization to drive CTR, CR, Order Value, or Product Margin

AI Engine

Lookalike Finder	Product	Dynamic Creative	Predictive Bidding
Recommendations	Optimization+

• 20,000 tests/year

run on new performance algorithms and variables

25

Lookalike Finder Algorithms Create Relevant Audiences

Audience previously
targeted or exposed to a	Consumers likely to be	Creation of a similar	Dedicated campaign
specific category of	interested in and engage	audience
products or services

	93		95
	90
71	74	70	92	95
	91 100		65
		92	90	93

26

Offering Shoppers The Best Product Discovery Experience

Leveraging the power of our shopper graph and world-class algorithms

John browses "Bomber	The Criteo Engine recommends	Products we show John
Jacket" on Uniqlo's site	products based on:

Campaign goal

Visitor's site navigation

Recency and frequency of activity

Product type, price, and category

Most viewed products on retailer's site

And much more...

Product recommendations

27

We Have A Best-in-class Creative Studio

Enabling faster roll-out of Awareness and Consideration solutions

Creative Studio

28

DCO+ Delivers Flexible Creative Formats In Real Time

Addressing full-funnel marketing goals

Awareness	Consideration	Conversion
Brand Creative	Dynamic Brand Creative	Dynamic Creative
Brand Focus	Brand & Product Focus	Product Focus

Banner Formats

29

Our Predictive Bidding Algorithms Are Industry-leading

User context

Product behavior

Publisher interaction

Predictive Bidding

Standard bidder

First-price bidder optimization

Second-price bidder optimization

The right bid for the right ad placement at the right time

30

We Have Immense Computational Power For Real-time Processing

Amsterdam x2

Paris (x2)

Ashburn, VA

Dallas, TX

Tokyo (x2)

Hong Kong

9 data centers

45,000 servers

2 Hadoop clusters

~9,800 servers

750k terabytes storage capacity

2k terabytes of random-access memory

31	Data center locations

Criteo AI Engine: Where Artificial Intelligence Meets Privacy

A privacy by design	CPM/CPC model: an	Trust requires	A European player with
approach since day 1:	incentive to present	transparency and	clear track record in
data minimization	relevant ads	control (Adchoice icon,	privacy.
approach		cross device optout)

32

Client Management Center

We Provide Enhanced Self-service Capabilities

Integrated and modular customer platform providing control, visibility and detailed transparency on campaigns

Client sign-up &	Campaign	Analytics &
onboarding	Management	Insights

Autonomous, fast	More control for	More transparency
onboarding	clients and agencies	and insights for clients

Accelerated	Productivity &	Productivity &
midmarket client	retention	retention
additions

34

Criteo Management Center

Criteo Platform

User Interfaces

APIs

Campaigns

Self-service tools

Objective

Lookalike Finder	Supply

Billing

Audiences

Coupons

Event Collection

35

36

Targeting The Right Users With New Audience Creation Options

Benefiting from Criteo's unique commerce audience data

	Commerce Audiences	Similar Audiences	Custom Audiences
Audiences	Choose from 140+ product interest	Similar to your recent web and	Web visitors or app users
Customer contact lists
	categories within our Shopper	app users using Lookalike Finder AI
	Offline buyers
	Graph commerce data set	technology
	Platform audiences
Users	New customers	New customers	Visitors or Existing Customers

	Awareness	Awareness
Marketing Goals		Consideration
Consideration	Consideration
		Conversion	Conversion

37

38

39

40

A Full End-to-end Onboarding Flow For Midmarket

For self-service client activation

1	3

Self Registration

Contact form

Business details	2
Payment & billing	Campaign Creation
details
Accept T&C's	Choose the objective
	Identify target audience
	Finalize campaign details
	(Budget, Bid Strategy,
	Creative tracking)

Technical Onboarding
Onboarding tools for new clients
OneTag Integration (Troubleshooting	4
& monitoring)
Product catalog (Monitoring,
Troubleshooting, Advanced settings)

Creation Creation

Create new banners from scratch

Update existing creative

Track your creatives

Manage promotions with coupons

41

Criteo Solutions

Criteo Marketing

Solutions

Criteo Aligns Advertisers' Marketing Objectives Across The Buying Journey

Awareness	Consideration	Conversion
Make	Keep brand top-of-mind	Convert
brand visible	during evaluation	engaged users
- Display Reach	- Web Traffic	- Conversions
- Video Views	- App Installs	- Revenue

See customers

Remember customers

Want customers

44

CRITEO MARKETING SOLUTIONS

Criteo Dynamic Retargeting

Benefits Bring shoppers back to buy to drive more sales and increase profitability Gain access to the best inventory

Engage shoppers by delivering the right ad at the right price and device

with personalized product recommendations and 17 trillion ad

set variations

What it does

Revenue model

Connect across web, mobile, app, social, and video using 120 intent signals

Optimize with continuous machine-learning against business objectives

Increase mobile app engagement

45

Similar Audiences

Lookalike AI to find new users that look like a retailer's best audiences

1. Automatic analysis finds the best audiences currently browsing a retailer's site
2. Predictive AI identifies new people across the
   Web who look like a retailer's best audiences
3. Automated traffic to a retailer's site from new, high-value audiences

Features

Lookalike AI

Near real-time data refresh

Flexible Filters: Include or exclude

visitor types

Self-Serve UI

46

Commerce Audiences

Build and target the ideal audience using Criteo's exclusive shopping intent data

1. Choose from in-market segments of product categories, brand names & demographics
2. Target users who have recently browsed, added to basket or purchased products across the Web
3. Drive more traffic from new, high-interest visitors to a retailer's product category pages

Features

Granular list of product categories, price filters, brand names, gender & purchasing power

Estimation of potential reach

Data refresh twice every 24h

Self-Serve UI

47

Contact List

Re-engage with lapsed users and get them interested in a retailer's brand again

Web & App Data

Target visitors from a retailer's web or app who haven't visited the brand over the last couple of months.

CRM & Offline Data

Upload CRM (emails or device IDs) or in-store data to drive

these users to a retailer's site and help increase traffic.

Third-Party Data

Target pre-defined customer segments from a retailer's Data Management Platform or Customer Data Platform for their traffic campaigns.

Industry-	Broadest
Reach
leading
1000s
>60%
match rate	of premium &
direct publishers

Features

2-step upload on Self-Serve UI

Instant match rates

API for audience creation & management

Real-time audience synchronization

48

Criteo Retail Media

What is Retail Media?

Retail Media is the placement of brand advertisements within the ecommerce sites and mobile applications of retailers.

50

How does it work? Criteo Sponsored Product

The shopper searches	Criteo's algorithm	The shopper clicks and
or browses a product	determines best	is taken through to the
category on a retailer's	SKU to serve in the	product detail page
website	sponsored ad	for purchase

Shopper Experience:

Customers interact with boosted products seamlessly as if they were on a usual shopping journey. The ads boost relevant products to shoppers (depending on the site placement) - which may otherwise be buried in the product matrix.

51

How does it work? Criteo Commerce Display

The brand chooses	Criteo delivers the	The shopper
an audience to	rich media ads on	directly engages
target, based on a	the retailer's pages	with the ad:
retailer's real-time		product view, add-
and historical data		to-cart, clicks

Shopper Experience:

The customer sees products accompanied by a brand creative component; it expands their consideration set. They can easily add products to their cart or click trough the SKU.

52

The New Criteo Retail Media Platform Provides One Unified Platform For The Open Retail Media Ecosystem

Retailers & Saleshouses		Brands & Agencies
Manage business rules governing		Create and manage campaigns
access to inventory and data	Third-Party Demand	via self-service User Interface (UI)

	Integrate with other buying
53	platforms

Clients & Go-to-market

A Large Opportunity To Win New Clients

~80,000 addressable clientsworldwide

in Retail, Travel and Classifieds (excluding brands)

	~20%
~50%	Midmarket
penetration
Large Clients
penetration

55

Direct Relationships With Many Premium Commerce And Brand Clients

56

A Tailored Go-to-market Approach To Best Serve Our Clients

Objectives	1
	• Adapt sales organization to a multi-solution offering
	• Provide the right level of service to each client
	2
	• Scale operations and enhance profitability
	3

Client

tiering

	Consultative sales		Telesales	Self-service platform
	Large Clients	Upper Mid-Market	Lower Mid-Market
	A	B	C	D	E	F
Monthly	$200K+	$50K+	$20K+	$10K+	$5K+	<$5K
ad spend

Highly customized service	Efficient, high quality, scalable and automated service
and proactive insights/proposals	to the highest number of clients

57

Publisher inventory

Extensive Supply Partnerships Ensure Broad Audience Access

4,700 Premium publishers

Long-tail & emerging formats

Long-tail & emerging formats

Flexible buying technology: RTB/S2S, Criteo direct bidder, SDK, API

Any relevant creative formats/environment: IAB, Native, In-App,Video, Google AMP

59

The Publisher Environment Is Constantly Evolving

Our sophisticated technology drives more value for publishers

Transition to Mobile

Social

Native

In-App

Multiple Devices

Ad Blocking

Programmatic

Header Bidding

60

We Have Always Delivered User-friendly Ads

Our Position

• Promote acceptable ad programs
• Invest in native formats
• Support an open tracking standard
• Define standards for retargeting

Ad blocking offers an opportunity for players with:

• The right business model
• The right technology stack
• The right expertise in user privacy
• Premium demand

61

Criteo Direct Bidder

Direct access to Criteo's unique demand

Criteo Direct Bidder (CDB) allows Criteo to bid on publisher	Launched in Q2 2017, already connected to
inventory directly through the ad server without the need to
funnel demand through Supply Side Platforms (SSPs) or exchanges
Direct integration with publishers gives Criteo a first-partyfootprint
on these inventories	at the end of Q3 2020
Benefits	All of the Criteo bid goes to the publisher; none is
for the	taken by the SSP for fees (typically 10%-20%)
User matching between the Publisher and Criteo is
publisher
much more timely and complete than matching
	reliant on a third party

+20-40% spend with publishers on the same inventory that was previously accessed through RTB

62

Product Strategy

Product Objective 1: Grow Strong Base of Data, AI & Supply Assets

DATA Scaled (1p) Commerce Data in Real Time

• $2B commerce transactions daily
• 4B SKUs, 3,500 product categories
• 75M daily buyer journeys

• 500M DAUs 50% identified by hashed email
• 100+/DAU daily ad opportunities

STRONGER HIGHER MEDIA

TECHNOLOGY Automated Incrementality

ROAS YIELD

• Maps complete buyer journey
• Personalizes cross publisher experiences

• Lookalikes extend reach while preserving performance
• Predictive bidding ups win-rate and lowers cost

GROWING DATA & SUPPLY ASSETS

REACH First-Party Ad Network

•	20K client site integrations	•	20+ Customer Data Platforms
•	5,000 direct publisher integrations	•	5 identity partners extend 1p
•	Exclusive access to 100+ top retailers •	11B daily commerce events logged

64

Product Objective 2: Navigate our Customers to Post-Cookie Marketing

We have the right combination of assets and network effects to succeed

almost irrespective of where the industry is heading

1	2	3
Next Addressable	Next Audience	Next Contextual
Advertising	Advertising	Advertising
Expand Permission Data (1p Network)	Industry Group* leadership on	Machine-learning at the
Improve Open Internet	optimized and measurable	intersection of contextual and
advertising	commerce
interoperability (UID2.0)

Privacy-by-design	Interest groups/cohorts	Content/Contextual
signals validated by 1p
user-level signals	validated by 1p truth set
truth set

"Identity-light" commerce activations for superior customer acquisition and remarketing - today and tomorrow

• Evolved addressable buying journeys
• Optimization without persistent identity
• Audience-firstMeasurement Solutions

65 * W3C, Prebid, Rearc

Product Objective 3: Become the Network Operator of the Buyer Match

Criteo Commerce

Media Platform

Analytics & Insights

Display	focused-Privacy	NetworkMedia1P
Video/CTV/Native
Social/Search
Retail Media
Retail Media Extension
Retargeting

Audience Advertising

Omnichannel, Contextual,

Interest audiences

Marketing APIs to address every buyer journey

• Audience: Insights and Planning
• Ads: Bidding, Dynamic Creative, Optimization
• Measurement: Events and Incrementality

Supply/Formats to reach and engage each buyer

• Video and CTV outcomes
• Social outcomes
• Search outcomes

Retailer reach and monetization

• Audience extension
• Media + store experiences
• In-storemonetization

"Identity-light" audience targeting

• Privacy-by-designaddressability
• Interest group targeting
• Contextual for Commerce

First-Party Media Network

• 1p Audience Data: Onboarding,

Data Clean Room, CDP integrations

• 1p Commerce data: Catalog,

Transaction, Buyer behavior

• 1p Syndication: Deal ID, OSS ID,

Proprietary ID

Powered by:

Commerce Buyer Index

• Buyer Journey by product, transaction, content or media
• Identity truth set

Secured by:

Privacy Mesh

• Consumer/partner data rights management
• Across sources, destinations & marketing use cases

3-year vision: Move to Open Commerce Media Platform

66

Deeper Dive Into Online Identification

The Adtech Industry Needs To Regain Trust By Providing A Better User Experience

Advertisers

Users

Publishers

Advertisers must:	Users want:	Publishers need to:
• Provide 1:1 personalization at scale	•	More control	•	Monetize their business
• Adhere to privacy & cookie regulations	•	More choices	•	Provide unique content
• Drive campaign efficiency	•	Transparency
	• Non-disruptive ads
	•	Free content

68

Online Identity Enables A Seamless And Personalized User Experience

Product	Persistent	Saved payment
recommendations	shopping basket	options

Personalized offers

Relevant content

Saved passwords

69

Criteo Collaborates With The Industry Based On Four Key Principles

1	2	3	4
User Rights	Customer Driven	Openness	Flexible

Regaining users' trust is essential to re-balancethe economic model of the open internet. Providing transparency around how data is used and allowing more control and choices makes it easier for users to understand the value they receive from the use of their data.

The industry must create a solution that is beneficial for all members of the advertising ecosystem. We will leverage the expertise of our advertiser customers and publisher partners by sharing information and asking for feedback on proposed solutions.

Criteo is committed to doing right by our advertiser customers and publisher partners by supporting honest and open collaboration with all industry players if they subject to our privacy standards.

As contributors to this ecosystem, we are not only comfortable proposing solutions but open to adapting our approach based on feedback we receive.

70

Three Potential Scenarios For Audience Targeting In The Future

User level

Interest group level

Contextual targeting

Continue to provide	Target groups of people	Display ads on a website
one-to-one	with the same interests.	that are relevant to the
personalization.		page's content.

User control & transparency

71

Half Of Our Business Does Not Rely On Third-party Cookies

Our goal is to become 100% independent

Third-party

cookie-

dependent

Chrome

~25%

Other third-

party cookie- dependent Web, Webview ~25%

2019

Revenue ex-TAC

Business

independent

from third-party

cookies

(App, Retail Media, Direct Publishers) ~50%

• Advertising in app uses app identifiers, not cookies

"App" includes "Web-to-App", which uses web

demand, i.e. shopping intent captured on

advertisers' websites (where we access first-

party cookies) to buy app inventory

• Retail Media only uses first-partycookies and contextual data
• Criteo Direct Bidder gives us direct access to supply, i.e. first-partyinventory

72

Our Online Identification Strategy Has Four Complementary Layers

First-party	Consumer data	Product	Industry
footprint	& ID Graph	portfolio	leadership

73

First-party Footprint

As a , we are integrated into all our advertisers' and direct publishers' websites We have a privileged position to embed ourselves into their workflow

This means that a large amount of our data is first party and provides us the means to create identification solutions for our clients, including for user-personalized advertising

We grow our first-party data footprint through

• More direct publisher integrations on both web and app
• Onboarding first-partyidentifiers (like hashed emails) from our advertisers and publishers

74

Consumer Data & Identity Graph

Criteo Shopper Graph contains 2.5 billion users matched across multiple identifiers 98% of identities include non-cookieidentifiers

We enrich the Criteo Shopper Graph to ensure it becomes even less cookie-dependent over time, through

• Additional persistent identifiers
• New identification capabilities through trusted partnerships

75

Product Portfolio

We have diversified our solutions over the past years

We operate using multiple cookie-lesssolutions to personalize ads in Criteo's App and Retail Media businesses

Our full-stackDemand Side Platform, or DSP, product strategy reduces our cookie exposure along two dimensions

• Going upper-funnel
• Broadening consumer reach across multiple non-cookie channels

Going "upper- funnel" means

less reliance on individual identifiers

	• Grow audience-based targeting
		(e.g. with our Consideration solutions)
	• Expand contextual advertising capabilities
Broadening consumer reach in apps, video and CTV means	•	Adapt measurement to non-cookie environments
either non-cookie environments or reduced cookie exposure overall

76

Industry Leadership

Criteo is company in the world

Criteo subscribes to World Wide Web Consortium (W3C) influence groups

• Privacy Community Group
• Improving Web Advertising Business Group

Our SPARROW proposal to Google's privacy sandbox through the W3C is an industry-first trial to improve Chrome's TURTLEDOV initiative

As per Google's Chrome team invite, we participate in the "Web Platform Incubator Community Group", which aims at making it as easy as

possible for developers to propose new platform features for the benefit of users and industry participants

With a focus on driving privacy, control and transparency, we continue to make sure digital advertising funds the open Internet, keeping services free to users and empowering them to choose their browsing experience

77

Track-record of Execution & Financials

We Delivered Stronger Than Expected Q3

		% YoY
Revenue	$470 Million	-11%*
Revenue ex-TAC	$186 Million	-16%*
Adj. EBITDA	$49 Million	-27%*
	$37 Million	-26%
Non-GAAP EPS	$0.40
Free Cash Flow	$38 Million	+98%

Pre-COVID	vs. Midpoint
% YoY	of Q3 Outlook

+4%

-2%+8%

+55%

COVID	Privacy
impact **	Headwinds **
• $(33)M Q3 / 15 ppts	• $(10)M Q3 / 5 ppts
• $(80)M 9M / 12 ppts	• $(21)M 9M / 3 ppts

79

* At constant currency

** Impact on Revenue ex-TAC,Non-GAAP metric

Solid Execution Along Our Four Strategic Pillars

	1		2		3	4
	Strengthen		Expand		Explore Strategic	Drive Tech &
	the Core		Product Portfolio		Game Changers	Operational Excellence
✓	Introduce multi-year MSA	✓	New solutions +43% YoY,	✓	Launched CTV	✓ Invest in Retail Media, DSP,
	contracts with large clients		+53% YTD to 19% of total		campaigns	Insights and Identity
✓	Large clients +10pp vs. Q2	✓	Retail Media ~+60% YoY,	✓	Criteo/The Trade Desk	✓ Ahead of cost control plan
✓ 206 net new clients		+62% YTD		partnership on UDID2.0	with $(92)M savings YTD*
	to 20,600 clients	✓	Retail Media: $200M gross
			media spend activated
✓	88% client retention
	Retargeting -7%	✓ Retail Media same-client
✓		accelerate to +70% RexT
	pre-COVID
		✓	Omnichannel +120% YoY,
			+121% YTD

80 * Opex excluding bad debt

Delivering Strong Cost Performance While Investing in Growth

Non-GAAP Opex Decline

(YoY, $M / %)

Q3 20202020 YTD

$18M $3M

$(25)M

-18%

	$(92)M
Bad debt	-21%

• Actively manage open roles
• Optimize real-estate footprint
• Re-investin Product and Retail Media
   $5M Hosting cost headwind in 2020 YTD
   $6M Q3 bad debt provision, $23M YTD

Restructuring and Transformation-related expenses($M)

	2019 YTD	2020 YTD
(Gain) from forfeitures of share-based	(3)	-
compensation awards
D&A expenses	1	-
Facilities and impairment-related costs	2	9
Payroll-related costs	3	5
Transformation-related consulting fees	-	2
Total	$3M	$16M

81

Encouraging and Realistic Q4 outlook

"As of now, we continue to see a significant impact to our business related to the pandemic, continued economic uncertainty, customer demand and supply chain logistics of our clients"

Revenue ex-TAC $223-$230million or -15% YoY decline at midpoint

• Assumes less concentrated peak Holiday Season vs. prior years
• Assumes continued slow rebound in Travel and Classifieds
• Assumes $(17)M of Privacy headwinds impact

Adjusted EBITDA $81-$88million or 37% Adj. EBITDA margin at midpoint

• Est. $(6)M bad debt provision

Implied FY 2020	Based on Q4 outlook midpoint
	~$800 million Rev ex-TAC, $232 million Adj. EBITDA, 29% margin

82

CFO Priorities to Foster Growth and Operational Excellence

Support Profitable Growth

• Ensure best resource and investment allocation
• Shift to high-growth markets
• Focus on multi-year commercial contracts
• Insulate core business against identity headwinds
• Remain disciplined on M&A
• Redeploy cash to highest value use while maintaining flexibility

Drive Operational Excellence

• Reduce fixed costs including data centers and office footprint
• Optimize support functions automation
• Improve contribution margins and cash conversion
• Maintain flat share count - Evaluate potential share buy backs

83

We Maintain High Retention Across Our Large Client Base

Client
Retention	90% 91% 90% 90% 89% 90% 90% 89% 88% 89% 90% 89% 89% 88% 90% 88% 78%* 88%
Rate

11.9

					18.5	19.0	19.2	19.4	19.4	19.7	20.0	20.2	20.4	20.4	20.6
				18.1
			17.3
		16.4
	15.4
14.5

12.9

Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020

Number of clients

(thousands)

84 1 The retention rate represents the percentage of live clients during the previous quarter that continued to be live clients during the current quarter. For all solutions combined.

• One-timedrop in retention related to partial shift of Retail Media business from a network model for brands to a retailer-focused platform

Key Figures

	FY	2019	Q3	2020
Revenue ex-TAC	$947	Million	$186	Million

Adj. EBITDA

$299 Million

$49 Million

Free Cash Flow

$125 Million

$38 Million

Revenue ex-TAC from new solutions represented 19% of total Revenue ex-TAC in Q2, growing 43% yoy.

20,600 Clients with retention at close to 90% for all solutions combined

5,000 Direct publishers in web and

apps, deployed with Criteo Direct Bidder

2,600 Criteo employee

across 28 offices in 19 countries

85

Regional Performance

FY 2019 Revenue ex-TAC Mix by Region

Q3 2020 Revenue ex-TAC Mix by Region

2425%		Growth* by Region:	22%		Growth* by Region:
	3735%	+0.2% Americas		39%	-11% Americas
		+1% EMEA			-17% EMEA
3940%		-1% APAC	39%		-24% APAC

86 * At constant currency

Key Figures -

Revenue ex-TAC* ($M)	Adjusted EBITDA* ($M)	Free cash flow* ($M)
	+0.3%**	32% of Revenue ex-TAC	42% of Adj. EBITDA
966	947

321299

135125

FY 2019	FY 2020	FY 2019	FY 2020	FY 2019	FY 2020

* Revenue ex-TAC, Adjusted EBITDA, and Free Cash Flow are not measures calculated in accordance with U.S. GAAP. We have provided a reconciliation of those measures to the most directly

87 comparable GAAP measures, which is available in the Appendix slides.

• At constant currency

Key Figures -

Revenue ex-TAC* ($M)	Adjusted EBITDA* ($M)	Free cash flow* ($M)
-16%**	27% of Revenue ex-TAC	77% of Adj. EBITDA

221

186

64

49

38

19

Q3 2019	Q3 2020	Q3 2019	Q3 2020	Q3 2019	Q3 2020

* Revenue ex-TAC, Adjusted EBITDA, and Free Cash Flow are not measures calculated in accordance with U.S. GAAP. We have provided a reconciliation of those measures to the most directly

88 comparable GAAP measures, which is available in the Appendix slides.

• At constant currency

Solid Financial Model: Nearly Doubled Adj. EBITDA Margin Since IPO

Revenue ex-TAC	100%	100%	100%	100%	100%	100%	100%
Other cost of revenue*	7.9%	6.6%	6.1%	6.4%	6.9%	6.7%	7.7%
Gross margin	92.1%	93.4%	93.9%	93.6%	93.1%	93.3%	92.3%
R&D*	14.9%	12.5%	13.4%	14.2%	14.7%	15.2%	14.6%
S&O*	43.6%	39.9%	39.8%	35.3%	34.8%	33.6%	34.0%
G&A*	16.0%	14.8%	13.8%	13.2%	10.7%	11.3%	12.1%
Adjusted EBITDA	1717.5%.5%	26.2%	26.9%	30.8%	32.9%	34.8%	31.6%
Revenue ex-TAC margin**	40.3%	40.8%	40.4%	40.6%	41.0%	42.0%	42.0%

* Cost of revenue and operating expenses are expressed on a Non-GAAP basis, which excludes the impact of equity awards compensation expense, pension service costs, depreciation and

89 amortization, acquisition-related costs, restructuring and deferred price consideration.

• As a % of revenue

Robust Operating Cash Flow Enables Smart Investment

PROFITS

SCALE

CASH

SMART

INVESTING

DEVELOP	INVEST
& GROW

90

We Have a Strong Balance Sheet, Cash and Liquidity

Free cash flow	Cash	Balance sheet
YTD Free Cash Flow	Cash & cash	Total assets
($M)	equivalents ($M) *		($M)
+18% YoY	~34%
	of total assets	1,790	1,843
98	627

83	158

419 469

Q3 2019 YTD

Q3 2020 YTD

Dec 2019

Sep 2020

Dec 2019

Sep 2020

$870M+

total financial liquidity

Cash as of Sep 30, 2020

€350M*

Committed financing

until March 2022

$44M

Share Repurchase

in 2020 ($18M Q1 /

$15M Q2 / $11M Q3)

$100M**

equity raise capacity

* In September 2020, includes $158M Revolving Credit Facility drawdown expected to be repaid in November 2020

91 ** Based on a $1.0bn market capitalization, pursuant to the 2020 AGM authorization to issue up to 6.6m shares

Robust Free Cash Flow And Strong Conversion Into Adj. EBITDA

			FCF to Adjusted
			EBITDA conversion
60,000				60%
50,000				50%
40,000				40%
30,000				30%
20,000				20%
10,000				10%
-				0%

Q1 2018

Q2 2018

Q3 2018

Q4 2018

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

FCF to

Free Cash Flow

Average

Adjusted

67%

33%

30%

38%

63%

36%

30%

38%

76%

38%

77%

EBITDA

conversion

92

Flexible Capital Allocation Geared To Shareholder Returns

Organic Growth

Share repurchase program

2019 shareholder meeting provided us with more flexibility around share buybacks

Board authorized $30 million share buyback in April 2020

We commit to incur no future dilution from equity grant and vesting for at least a year

93

Corporate Profile & Governance

A Balanced, Global And Expert Board Of Directors

Board structure as of August 27, 2020

incl. 6 independent per listing standards

3 committees:

• Audit
• Compensation
• Nominating & Corp. Guidance

4 U.S. citizens or residents

3 French citizens

, in line with Copé-Zimmermann law in France

Nathalie Balla

Independent

James Warner

Vice Chairman

Chair of Compensation Committee

Independent

Hubert de Pesquidoux

Chair of Audit Committee

Independent

Marie Lalleman

Independent

Rachel Picard

Chair of the board

Chair of Nominating and

Corp. Governance

Committee

Independent

Megan Clarken

CEO

Edmond Mesrobian

Independent

95 Flags indicate country of citizenship or residency

A Lean Legal Structure

Corporate Chart of Criteo Group

AmericasEMEA

Criteo S.A.

(France)

APAC

99.999%

Criteo do Brasil Desenvolviment o De Serviços De Internet LTDA.

(Brazil)

Criteo

Canada

Corp.

(Canada)

Criteo

Corp.*

(USA)

Gemini

HoldCo,

LLC (USA)

	Criteo
0.001%	France S.A.S.
(France)

89.56%

	Criteo España
10.44%	S.L. (Spain)

Madyourself

Technologie

s, Inc.

(USA)

Criteo		Criteo
Finance	Criteo S.R.L.	Europa MM,
S.A.S.	(Italy)	S.L.
(France)		(Spain)

Criteo B.V.	Criteo GmbH	Criteo LTD
(Netherlands)	(Germany)	(UK)
40%
Condigolabs	Criteo	Criteo MEA
S.A.S.	Nordics AB	FZ-LLC
(France)	(Sweden)	(UAE)

Criteo
Reklamcilik	Criteo LLC
Hzimetleri ve
(Russia)
Ticaret A.Ş.
(Turkey)

66%

	Criteo	Criteo
Criteo K.K.	Singapore	Australia
(Japan)	PTE. LTD.	Pty Ltd
	(Singapore)	(Australia)
	0.1%
Criteo	Criteo India
Advertising	Criteo Korea
Private
(Beijing) Co.,	Ltd
Limited
Ltd.	(Korea)
(India)
(China)
	99.9%

96 Unless otherwise indicated, all subsidiaries are 100% owned. * Has a 11% interest in Koddi, Inc. (USA)

SubsidiaryMadyourself

Public Issuer Status

SOX compliance

• An Emerging Growth Company at the time of the IPO
• • Complying with Sections 302 and 404(a) of the Sarbanes-Oxley Act
• Large Accelerated Filer as of Jan. 1, 2015
• • Complying with the full Sarbanes-Oxley Act, including Section 404(b)

S.E.C. reporting & Relationships

• A Foreign Private Issuer at the time of the IPO
• • Reporting in Euros under IFRS
  • Filing an Annual Report on Form 20-F and quarterly earnings releases on Form 6-K
• Now a U.S. domestic filer as of Jan. 1, 2016
• • Reporting in USD under U.S. GAAP
  • Filing an Annual Report on Form 10-K, quarterly reports on Form 10-Q and a full U.S. Proxy Statement
• Only 3 comment letters received from the S.E.C. since going public - Last one in Sept 2018 regarding the impact of ITP on our business

97

Investment Thesis

Compelling	Large market	Competitive moats		Proven	Attractive
Mission	$60B+ market	Shopper Data	track-record	financial profile
Power the	opportunity	Reach		High	client	High profitability
world's			retention	Strong balance
	Retail Media
marketers with
trusted and		Insights & Measurement				sheet, cash flow
				and financial
impactful		Global Presence
				liquidity
advertising

98

Investor Relations Contacts

[e-mail]

Edouard Lassalle	Clemence Vermersch
SVP, Market Relations & Capital Markets	Investor Relations Director
[phone]	[phone]

99

Appendix

10

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